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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K/A
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 

For the month of April, 2011

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____


 

 

1-     MESSAGE FROM MANAGEMENT

 

 

Looking to the future means thinking about the present. That was how it was when CSN was founded 70 years ago – an  ambitious project mobilizing a country that, more than ever, wanted to stand on its own two feet. Now, in 2011, a new decade of growth is ahead of us, bringing new ideas for the future. After seventy years of operations, CSN has confirmed its outstanding position in the world’s steel industry, in addition to playing an active and assertive role in the mining, cement, infrastructure and energy markets.

 

With an integrated production system, the Company operates throughout the entire steel production chain, putting it among the world’s most competitive and profitable companies.

 

In 2010, strong emerging-country growth contributed to the recovery of the global economy and Brazil was one of the leaders in this process, recording GDP growth of 7.5%, sustained by strong domestic consumption, in turn fueled by more jobs, higher income and the expansion of credit.

 

 

CSN’s strategy, focused on operational excellence and integration, led to robust financial and operating results. The Company posted record revenue of R$14.5 billion and gross profit of R$6.8 billion, 71% higher than in 2009, which are some of our 2010 results highlights.

 

 

In the mining segment, CSN’s and Namisa’s production and third-party iron ore purchases totaled 32.8 million tonnes. We are positioned for growth, further increasing the importance of mining activities for CSN. Casa de Pedra and Namisa’s annual production capacities are scheduled to reach 70 million tonnes and 39 million tonnes, respectively, in the coming years. The concentration and pelletizing projects will contribute to this total capacity.

 

Rolled flat steel production increased by 15% and we are fully prepared to meet the strong demand from the construction industry, thanks to a more extensive range of diversified and innovative products. CSN Cimentos, whose production tripled in 2010, has a complete portfolio for the local construction market.

 

The administrative highlight was the consolidation of the project management area, which now has its own executive department. By subjecting projects to critical analysis, we can exercise greater control over the schedules and delivery periods of our works and projects. CSN invested a hefty R$3.6 billion in 2010, making it one of the biggest investors in Brazil and underlining its commitment to the country's development. The Transnordestina project received the lion’s share of these investments and currently employs more than 12,000 people.

                                                                                                                                          

In addition to our organic growth projects, supported by a comfortable cash position, the Company continues to pay attention to acquisition opportunities and strategic partnerships in all segments where it operates.

 

CSN’s seventieth anniversary is not just a celebration of time past – it also symbolizes how we use the present to build future of a nation.

 

Enjoy your reading.

 

Benjamin Steinbruch

Chairman of the Board of Directors

 

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2-     THE COMPANY

 

Companhia Siderúrgica Nacional is a highly integrated company whose operations cover the entire steel production chain, from the mining of iron ore to the production and sale of coils, tinplate and steel packaging. It also has interests in railways, port terminals, cement production and power generation. Founded in 1941, it began operations in 1946, pioneering the production of flat steel in Brazil and paving the way for the establishment of the national automotive sector. Privatized in 1993, it was entirely restructured, becoming one of the world’s most competitive and profitable steelmakers.

 

Thanks to its integrated production system and exemplary management, CSN’s production costs are among the lowest in the global steel sector.

 

The Company strives to maximize shareholder returns through integrated operations in five key areas: mining, steel, logistics, cement and power generation.

 

2.1 – Mining

 

2.1.1 – Iron Ore

 

The commitment of the world’s leading economies to overcoming the crisis in the last two years was crucial to the economic recovery, even if the latter has been only partial.

 

As for iron ore, the recovery refragmented sales which had been concentrated in China, the world’s most important ore market, since 2009.

 

Nevertheless, China remains a major player in the seaborne iron ore market. It is investing heavily in urbanization projects and domestic ore production is insufficient to meet demand, both in terms of volume and quality. In 2010, the country imported 619 million tonnes, accounting for 60% of total seaborne volume.

 

Brazil’s iron ore exports totaled 307 million tonnes in 2010, 15% more than in 2009 and their highest level for five years, according to the LBH Group.  

 

As Brazil’s second largest exporter and currently implementing major logistics and port expansion projects, CSN’sales in 2010 were higher than in 2009. CSN’s total finished iron ore product sales from the Casa de Pedra mine and Namisa  reached 25.3 million tonnes in 2010, 13% more than in 2009. Out of this total, exports accounted for 23.8 million.

 

In addition, the Company produced 6.9 million tonnes for its own consumption.

 

2.1.2 – Limestone

 

The Bocaina mine in Arcos, Minas Gerais, is responsible for supplying the limestone and dolomite consumed as fluxes by the Company’s Presidente Vargas Steelworks in Volta Redonda.  In 2010, it supplied the Steelworks with around 1.8 million tonnes.

 

Following the Company’s entry into the cement market, in 2011 the Arcos mine will also be supplying limestone for the production of clinker, an important input for the cement produced in Volta Redonda. As a result CSN’s operations will become even more integrated through the verticalization of production, thereby enhancing competitiveness and profitability.

 

 

 

 

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2.1.3 – Tin

 

Tin, an essential tinplate raw material, is produced by ERSA - Estanho de Rondônia S.A., a Company subsidiary, which owns the Santa Bárbara tin mine in Itapuã do Oeste and a smelting plant in Ariquemes, both in the state of Rondônia.

 

2.2 – Steelmaking

 

Dominating the entire steel production chain, the Company supplies many segments of industry with a diversified range of high value-added products. It produces various types of coated galvanized steels that are resistant to corrosion and less susceptible to international market price swings. The Company’s main markets are the automotive, construction, distribution, home appliance, OEM (capital goods, engines, etc), and metal packaging industries.

 

The Company has five galvanizing production lines in Brazil: three in the Presidente Vargas Steelworks, in Volta Redonda, one in Porto Real (Rio de Janeiro) and another in CSN Paraná, in Araucária, which also has cold-rolling and pre-painting facilities. 

 

The Company also has two overseas subsidiaries: CSN LLC, based in Terre Haute, Indiana, USA, which produces cold-rolled and galvanized products, and Lusosider, in Paio Pires, Portugal, which also produces flat coated steel.

 

CSN is Brazil’s sole producer of tinplate, most of which is absorbed by the packaging industry, and one of the five largest producers in the world, with an installed capacity of 1 million tonnes per year. It also produces Galvalume, a zinc-and-aluminum-coated steel which combines high luster and durability, and pre-painted steel, both of which have several applications in the construction and home-appliance industries.

 

Crude steel production totaled 4.9 million tonnes in 2010, 12% up on 2009 and equivalent to 88% of the Presidente Vargas Steelworks’ annual installed capacity of 5.6 million tonnes. Rolled flat steel production totaled 4.7 million tonnes, 14% more than the year before.

 

Construction of the new long-steel unit is under way, using the Presidente Vargas Steelwork facility’s existing infrastructure.

 

On January 29, 2010, the Company incorporated its subsidiary GalvaSud S.A., which became a branch of the Company (CSN Porto Real), seeking to optimize processes and maximize results by centralizing the sales, operational and administrative activities of both companies under a single organizational structure.

 

CSN Porto Real is strategically located between Rio de Janeiro and São Paulo, mainly serving the automotive sector and offering a wide range of world-class products and services. It has a hot galvanizing line and a shearing center, in addition to a state-of-the-art laser-welding facility. In 2010, production exceeded 307,000 tonnes, 30,000 tonnes more than in 2009, most of which went to the automotive sector.

 

CSN LLC

 

CSN LLC, the Company’s American arm, runs a cold-rolling and galvanizing facility in Indiana. In 2010, it produced 250,000 tonnes of cold-rolled and galvanized coils, 15% more than in 2009.

 

 

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Lusosider

 

Installed in Paio Pires, Portugal, Lusosider Projectos Siderúrgicos S.A. undertakes cold-rolling and hot-dip galvanizing. In 2010, it produced and sold 241,000 tonnes of galvanized products on the European market, 22% up on the previous year.

 

Metalic Nordeste

 

A CSN subsidiary, Metalic is Latin America’s sole manufacturer of aluminum lids and two-piece steel cans for the beverage industry. In 2010, it sold 831 million 350 ml cans, 60 million 250 ml cans and 1,284 million lids, 13% of which were exported to Latin America.

 

Currently, Metalic has a 5% share of the national beverage can market and a 34% share in the Northeast region.

 

Prada Distribuição

 

The Company operates in the distribution and service markets through the Prada Distribuição business unit, owned by its subsidiary, Companhia Metalúrgica Prada.

 

With nationwide coverage, the Company maintains three service centers and eight distribution centers equipped to supply plates, blanks, rolls, I-beams, welded tubes, steel decks and metallic roofing tiles to several industrial sectors, including the automotive and construction industries. It is one of the largest rolled flat steel distributors and processors, with a wide range of shearing, forming and logistics services, offering off-the-shelf, made-to-order and kanban services, adding value to CSN's product portfolio in order to meet the needs of the most demanding clients.

 

In 2010, Prada Distribuição sold 372,000 tonnes of products, 3% more than in 2009, and repositioned its distribution center in Paraná, making this company play an important role in CSN’s strategy. In the coming years, it will continue to invest in expanding its storage and processing capacity and distribution logistics, as well as its geographical coverage. With this mind, it plans to open three new distribution centers in 2011.

 

Prada Packaging

 

Founded in 1936, Companhia Metalúrgica Prada joined  the CSN Group in 2006. Latin America’s leading manufacturer of steel packaging, it has two plants located in São Paulo (São Paulo) and Uberlândia (Minas Gerais), and is an important client for the Company’s tinplate

 

Its production lines are equipped to deliver the high volumes and technical specifications demanded by the food, chemical and aerosol industries.

 

Prada has revalidated its ISO 9001:2008 certification, first obtained in 1995, being the first company in its segment to achieve this distinction.

 

In 2010, the company maintained the volume of investments in previous years, focusing its operations on the chemical and aerosol product markets, which are the most profitable metal packaging segments.

  

2.3 – Logistics 

 

Ports

 

CSN manages two terminals in Itaguaí Port, in Rio de Janeiro: a bulk solids terminal (Tecar) and a container terminal (Sepetiba Tecon). 

 

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In 2010, Tecar shipped 25 million tonnes of iron ore, 7% up on the previous year, and unloaded around 4 million tonnes of other products, including coal, coke, soda ash and clinker for the Company’s own consumption and for several of its clients.

 

Sepetiba Tecon, CSN’s container and general cargo terminal, is one of the pillars of the Company’s logistics platform project in Itaguaí, Rio de Janeiro.

 

In 2010, the terminal handled 196,000 containers, 306,000 tonnes of steel products and 30,000 tonnes of general cargo, maintaining its lead among the four biggest terminals in the states of Rio de Janeiro and Espírito Santo, with a 29% share of total containers handled.

 

Thanks to constant investments and excellent land and maritime access conditions, in 2010 Sepetiba Tecon received the largest container ships operating in South America: the MSC Messina and the Hamburg Süd Santa Clara, both of which are 300 meters long.

 

All of these factors have confirmed its position as a hub port for cargo and have helped it become the largest container terminal in Rio de Janeiro and one of the largest in Brazil.

 

In order to expand Tecon, the Company is investing in infrastructure. Including the equalization of Berth 301, and in new equipment, including two super-post-Panamax portainers, four transtainers and six reach stackers, in addition to developing projects for the multimodal logistics center and the adaptation of berths 302/303.

 

After these investments are concluded, the Itaguaí port complex will be consolidated as one of the largest in the country.

 

Railways

 

CSN retains an interest in two railway companies: MRS Logística and Transnordestina Logística S.A.

 

MRS

 

MRS Logística operates the former Southeastern Network of the Federal Railways (RFFSA), in the Rio de Janeiro - São Paulo - Belo Horizonte corridor.

 

CSN holds a direct 22.93% interest in MRS Logística S.A., as well as an indirect stake of 10.34%, giving it a total interest of 33.27%.

 

The company, which celebrated 14 years of operations last year, during which time it recorded substantial growth, continues to present excellent results. In 2010, it transported around 144 million tonnes, 12% more than in 2009.

 

In the container segment, MRS consolidated its position as the largest domestic rail carrier, with 53,500 containers transported.

 

MRS Logística S.A. focuses most of its activities on heavy haul clients (ore, coal and coke), who accounted for around 107 million tonnes of cargo,  74% of the company’s total, as well as long-term agreements, new businesses and projects aimed at leveraging the company’s growth. 

 

 

MRS’ rail services are vital for the supply of raw materials and the outflow of finished products. It transports all the iron ore, coal and coke consumed by the Presidente Vargas Steelworks, as well as mining products and some of the steel produced by CSN for the domestic market and exports.

 

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Transnordestina

 

In 2006 CSN merged Transnordestina S.A., then a state-owned company, into Companhia Ferroviária do Nordeste (CFN). The company’s name was subsequently changed to Transnordestina Logística S.A.

 

Transnordestina Logística S.A (TLSA) operates the former Northeastern network of the RFFSA, which extends for 4,534 kilometers and connects seven states – Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas. TLSA’s concession agreement runs for 30 years as of 1997 and may be extended for a similar period.

 

At the end of 2010, CSN held a 76.45% interest in the company.

 

It has a current transport capacity of 2 million tonnes per year. In 2010, it carried 1.5 million tonnes, the most important cargo being fuel, cement, aluminum, rolled coils and malt, particularly on the stretches connecting São Luís, Teresina and Fortaleza.

 

2.4 – Cement

 

The cement industry possesses a high degree of complementarity with steel and supplies the entire construction sector, which is of fundamental importance to the country’s economic development. 

 

In 2010 CSN produced and sold around 1 million tonnes of cement from its first plant in Volta Redonda, significantly more than the 338,000 tonnes produced and sold in 2009.

 

CSN’s cement is currently sold in the Baixada Fluminense region, the south of Rio de Janeiro state, the Vale do Paraíba and Greater São Paulo, as well as the south of Minas Gerais state. At the end of 2010, it had four distribution centers, which are crucial for increasing competitiveness given the excellent acceptance of our product, which was higher than originally estimated.

 

2.5 – Energy

 

The Company is one of Brazil’s largest industrial electric power consumers, only behind aluminum producers. Consequently, it has been investing in power generation projects since 1999 in order to ensure self-sufficiency. Its generation assets are: a 29.95% interest in the Itá Hydroelectric Power Plant, in Santa Catarina, corresponding to 167 MW, through a 48.75% stake in Itá Energética S.A.; a 17.9% interest in the 210 MW Igarapava Hydroelectric Power Plant, in Minas Gerais; and the 238 MW Thermoelectric Cogeneration Center, installed in the Presidente Vargas Steelworks, in Volta Redonda, which is fueled by the waste gases from the steel production process. All in all, the Company has a generating capacity of 428 MW, enough to meet all the group’s power needs.

 

The Company is also developing a project to install a top turbine on Blast Furnace 3 at the Presidente Vargas Steelworks, adding 18 MW to its current generating capacity, and is continuing to study other energy investments in order to keep pace with expansion and maintain its self-sufficiency.

 

2.6- Operational Excellence

 

Simultaneously to its growth efforts, CSN has been promoting and planning a series of projects to reduce costs and increase productivity, in order to further improve its competiveness and profitability in all stages of the production chain.

 

These include projects in the steelmaking and power generation areas, as well as in own coke production, the reduction and reuse of waste and energy efficiency, among others, all of which should substantially reduce production costs, especially in the Presidente Vargas Steelworks.

 

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3- OUTLOOK, STRATEGY AND INVESTMENTS

 

After recovering from the crisis, Brazil’s economy picked up considerable steam in 2010, recording GDP growth of 7.5%, sustained by strong domestic consumption, in turn fueled by more jobs, higher income and the expansion of credit.

 

On the international front, China continued to drive the global rally, with GDP growth of 10.3%, chiefly favoring the commodity market.

 

Despite the slow recovery of employment and consumption, and the consequent uncertainties in the short- and medium-term, the U.S. economy has also been regaining momentum, reflected in GDP expansion of 2.9% in 2010.

 

In Europe, however, the growth pace is slowing, with the exception of Germany, which has been recovering steadily. The fiscal deficit in certain countries, combined with fewer job opportunities, has led to worries that the crisis has not yet been overcome.

 

Inflation indices in the emerging countries are high due to the substantial increase in economic activity and the upturn in commodity prices.

 

Globally, there has been a big increase in exchange rate disparities. For different reasons, foreign exchange policies in the USA and China have generated strong imbalances in certain countries, including Brazil. On the one hand, the U.S. has been issuing large amounts of dollars, while, on the other, China has maintained an excessively devalued yuan, a situation that has been further exacerbated by the imposition of protectionist trade barriers by certain other nations.

 

The impact in countries such as Brazil is double: the appreciation of the Real favors imports, reducing the advantages of local producers, who are already suffering from high raw material prices and investment costs, not to mention structural problems such as logistics bottlenecks, among others.

 

In spite of all these factors, however, CSN has recorded consistently healthy financial results and 2010 was no different – the Company posted consolidated net revenue of R$14.5 billion, a new record.

 

In addition to our organic growth projects, supported by a comfortable cash position, the Company remains alert to opportunities for acquisitions and strategic partnerships in all its operational segments, both in Brazil and abroad, in order to accelerate its expansion and add value to its shareholders.

 

3.1 – STEEL

 

According to the World Steel Association (WSA), the global steel industry capacity utilization rate closed 2010 at around 74%, still indicating a large gap between production capacity and consumption. The WSA believes current global surplus capacity is running at around 500 million tonnes.

 

This imbalance, together with the appreciation of the Real and state government import incentives, contributed to a  substantial upturn in Brazilian rolled flat steel imports in 2010, leading to domestic price and sales volume reductions at the end of the year.

 

CSN has been diversifying its steel activities, entering the long steel segment through the construction of a plant in Volta Redonda. The unit will produce 500,000 tonnes per year, including rebar and wire rods, and operational start-up is expected at the end of 2012.

 

The Company plans to build two other long steel plants in the Southeast region, with a production capacity of 500,000 tonnes per year each. The necessary equipment has already been contracted.

 

As for flat steel, CSN has been expanding its service centers, investing in the expansion of the Porto Real unit, in the state of Rio de Janeiro, which focuses on the automotive industry.

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It has also been developing important projects geared towards improving operational excellence and reducing costs,  the most important of which includes the installation of new coke batteries in order to achieve self-sufficiency in this raw material; altering the power source of the Presidente Vargas Steelworks from 138KV to 500KV, thereby increasing system stability and reducing energy transportation costs; and completing the top turbine (scheduled for 2011), which will add 18 MW to the Company’s installed generating capacity. 

 

There are also several other projects being developed to reduce the consumption of raw materials, with a consequent increase in efficiency and productivity. 

 

CSN is also considering the possibility of increasing its steel output, either through new plants, the expansion of existing facilities, or acquisitions, both in Brazil and abroad.

 

3.2 – MINING

 

Iron ore

 

2010 will be remembered as a year of profound change in the iron ore market. The traditional pricing system, used for over 40 years, was replaced by a system that reflects market oscillations and is subject to periodic reviews.

 

China remained a major player, with imports of 619 million tonnes in 2010, accounting for around 60% of the total seaborne market, and this figure is expected to increase substantially in the coming years.

 

Demand continues to outpace supply in the seaborne market, a situation that was exacerbated in 2010 by a series of factors, such as the measures adopted by India which include the imposition of export taxes. In addition, the majority of new expansion projects were delayed, reining in supply even further.

 

Given this scenario, CSN, Brazil’s second largest iron ore exporter, has been expanding the Casa de Pedra and Namisa mines in order to reach a total annual production capacity of 89 million tonnes. Capacity in Casa de Pedra will reach 50 million tonnes per year in 2014, while Namisa’s concentration and pelletizing projects will supply the remaining output to achieve total capacity.

 

 

The Company has also been increasing Tecar’s loading capacity in the Port of Itaguaí, which should reach 84 million tonnes per year by 2015.

 

In addition to these expansions, the Company has been considering additional capacity increases for Casa de Pedra (up to 70 million tonnes/year) and Tecar (up to 130 million tonnes per year)

 

Coal

 

In order to achieve self-sufficiency in metallurgical coal, by February 2011 CSN had acquired a minority interest of 19.98% in Riversdale Mining Limited, a coal mining company with important metallurgical and thermal coal projects in Mozambique and anthracite mines in South Africa.

  

Riversdale, whose stock is traded on the Australian stock exchange, is scheduled for operational start-up at the end of 2011.

 

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3.3 – CEMENT

 

Preliminary figures from SNIC (the Cement Industry Association) indicate national cement sales of 59 million tonnes in 2010, 15% up on the previous year. The Southeast region consumed half of this total and the North was the best performer in terms of sales growth, moving up by 58%. Estimates point towards a new record in 2011, with sales climbing by between 8% and 9% to 65 million tonnes.  

 

Annual exports fell by 23% in 2010, as manufacturers prioritized the domestic market.

 

Currently, there are 70 plants operating in Brazil, belonging to 12 national and international groups, with a joint annual installed capacity of 67 million tonnes, sufficient to meet all of domestic demand.

 

The sector’s growth in the coming years will continue to be fueled by increased income and employment, incentives for homebuyers, the expansion of Brazil's infrastructure and the intensification of the works related to the World Cup and the Olympic Games.  

 

Focused on this growth and having completed construction of its first cement factory, which is expected to reach full capacity of 2.4 million tonnes per year by the end of 2012, CSN will begin producing clinker in the Arcos plant, in Minas Gerais, in the first half of 2011, thereby substantially reducing its production costs.

 

The Company has also been studying organic growth alternatives to increase total production capacity in Brazil to up to 4.0 million tonnes per year as of 2013.

 

In addition, it is determined to grow in this sector and achieve a relevant market share in Brazil and abroad. With this in mind, it will be evaluating any acquisition opportunities that may arise.

 

 

3.4- TRANSNORDESTINA

 

With the federal government’s support, Transnordestina Logística S.A (TLSA) is building Nova Transnordestina, a 1,728 km-long railway connecting the rail terminal in Eliseu Martins to the Ports of Suape in the state of Pernambuco and Pecém in the state of Ceará, crossing several cities in the states of Piauí, Pernambuco and Ceará.

 

Investments in the construction of this new world-class railway are expected to reach R$5.4 billion, around R$1.3 billion of which from CSN, and the remainder from VALEC, the BNDES (Brazilian Development Bank), and regional development funds (FDNE – Northeast Development Fund, FNE – Northeast Constitutional Financing Fund and FINOR – Northeast Investment Fund).

 

Work on the stretches up to Suape is proceeding on several fronts and is now well advanced, employing more than 11,000 workers and around 1,600 items of heavy equipment.

 

Commercial start-up is scheduled for the end of 2012, while the projected annual operating capacity of 30 million tonnes should be achieved within seven years.

 

This railway will play a crucial role in the development of the Northeast, providing logistical support for the region's economic expansion, particularly in the mining and grain production sectors.

 

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4- ANALYSIS OF CSN’S CONSOLIDATED RESULTS

 

Executive Summary

 

·         Net revenue totaled R$14.5 billion in 2010, 32% up on the previous year and a new record;

·         The gross margin reached 47% in 2010, an 11 p.p. improvement over 2009;

·         Annual gross profit amounted to R$6.8 billion, 71% up on the year before;

·         Adjusted EBITDA came to R$6.4 billion in 2010, an increase of 76% over the previous year.

·         The adjusted EBITDA margin stood at 44%, 11 p.p. higher than in 2009;

·         Mining revenue reached the record amount of R$3.6 billion, 84% up on 2009;

·         Iron ore sales totaled 25.3 million tonnes in 2010, the Company’s highest-ever figure and a 13% improvement over the year before;

·         Consolidated steel product sales volume on the domestic market, where margins are historically higher, accounted for 86% of total annual sales volume;

·         In 2010, the Company’s consolidated investments totaled R$3.6 billion;

·         The net debt/adjusted EBITDA ratio closed 2010 at 1.55x, 0.19x less than at the end of 2009.

·         CSN is a highly liquid company, with a cash position of R$10.2 billion;

 

Consolidated Highlights (R$ millions)   2009   2010   2010 x 2009
      (Var %)
Net Revenue   10,978   14,451   32%
Gross Profit   3,956   6,764   71%
Adjusted EBITDA   3,621   6,355   76%
Adjusted EBITDA Margin ( % )   33%   44%   11 p.p.
Net Income   2,615   2,516   -4%
Net Debt   6,297   9,850   56%

 

Economic and Sector Scenario

 

The recovery of the global economy is being led by the emerging countries. The IMF expects global growth of between 3% and 4% in 2010, with the developed countries averaging between 1% and 2%, and the emerging nations between 6% and 8%. On the other hand, inflationary pressure in the developed economies remains under control, despite the upturn in food and commodity prices, while inflation indices in the emerging countries are high due to the substantial increase in economic activity and the upturn in commodity prices.

 

United States

  

The U.S. economy recovered towards the end of 2010 and the country closed the year with GDP growth of 2.9%, the biggest figure since 2005, mainly due to the government’s fiscal incentives, higher exports and the resumption of private investments.

 

Nevertheless, unemployment remained high, recording 9.4% in December 2010, equivalent to around 14 million people out of work. A total of 900,000 jobs were created last year.

 

Several economists expect higher growth in 2011, according to a recent survey by the Wall Street Journal. The main expectations are: GDP growth of 3.5%, inflation remaining flat at 2% with no increase in interest rates and unemployment below 9%.

 

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The auto industry should be one of the main growth drivers – leading manufacturers to estimate vehicle sales of more than 13 million units in 2011.

 

Europe

  

The growth pace in Europe continues to slow, chiefly due to the fiscal squeeze and the discomfort over sovereign debt, especially in Italy, Spain, Greece and Ireland. The high level of debt in these countries has led to uncertainties regarding the solvency of their banking sectors and fears of a possible moratorium. According to CRU, these four nations hold 64% of all loans granted to financial institutions in the Euro zone.

 

Euro zone unemployment is still running at 10%, or around 15 million people, one of the highest levels in the last 12 years.  However, this is expected to improve in the coming months thanks to a possible upturn in exports, especially in Germany, and higher consumer spending.

 

For the first time in more than two years, inflation exceeded the 2% target stipulated by the European Central Bank, reaching 2.2% in December, with the exceptionally cold weather pushing up food and energy prices. In 2011, commodity and energy prices should continue to exert inflationary pressure, although the ECB maintained the inflationary target at 2%.  

 

According to CRU, the Euro zone should record GDP growth of 1.7% in 2010 and 1.6% in 2011, led by Germany with growth of 2.5%.

 

Asia

 

After consolidating and fueling the recovery from the global financial crisis, China is imposing a monetary squeeze in an attempt to rein in the growth of inflation, which closed the year at 4.6%.

 

Throughout 2010, the government adopted measures to contain growth by increasing interest rates and reserve requirements, limiting credit and introducing energy-saving targets. Despite their restrictive nature, however, all these measures are designed to ensure that the Chinese economy grows in a sustainable manner.

 

GDP grew by 10.3% in 2010, 2% above the government’s target, and China overtook Japan as the world’s second largest economy, with GDP of US$5.9 trillion.

 

On the exchange front, China has let the yuan appreciate by around 6% against the dollar since June 2010, effectively ending its two-year-long rate-fixing between the two currencies, making the yuan more flexible.

 

China has an ambitious urbanization project which will absorb substantial investments through 2025, by which time it expects to have 221 cities with at least one million inhabitants each. The Chinese real estate market is exceptionally buoyant, with property prices recording annual double-digit growth.

 

Brazil

 

Brazil’s economic performance in 2010 put it among the emerging country leaders, primarily thanks to higher individual income, more jobs and the expansion of credit.  

 

The year’s highlight was the creation of jobs in various sectors of the economy – 2.52 million in all, a massive 115% more than in 2009. In December 2010, the IBGE (Brazilian Institute of Geography and Statistics) recorded unemployment of 5.3%, the lowest since the historical series began in 2002. This decline, plus the increase in earnings, helped push up consumption. IBGE figures show that the real wage bill increased by 8.6% year-on-year in December 2010, impacting retail sales which climbed by 10.9% in 2010, the best result for nine years.  

 

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However, productive sector investments were unable to keep pace, resulting in increased inflationary pressure. The IPCA consumer price index moved up by 5.91%, 1.41 p.p. above the midpoint of the Central Bank’s target band, mainly pushed by services and food.  

 

The government imposed restrictive monetary measures in an attempt to control the inflationary upturn.   The National Monetary Council increased reserve requirements and the minimum credit card payment term, while the COPOM (Monetary Policy Committee) unanimously raised the SELIC base rate by 0.5 p.p. to 11.75% p.a.

 

The total volume of financial system credit reached R$1.7 trillion in 2010, 21% up on 2009, while the credit/GDP ratio moved up to 47% and default fell throughout the year.

 

The restrictions on consumer financing and more expensive bank borrowing may alter market expectations vis-à-vis a monetary squeeze in 2011, possibly impacting investments and economic growth.

 

GDP growth totaled 7.5% in 2010, the highest figure since the introduction of the Plano Real in 1994 and the outlook for the coming years is also promising, underlining an exceptional moment for Brazil’s economy.   According to the Central Bank’s FOCUS report, GDP growth should average 4.2% in 2011 and 2012.

 

According to the IBGE, industrial output grew by 10.5% in 2010, another outstanding macroeconomic indicator.  The sectors that contributed most to this performance were capital goods and consumer durables, especially vehicles and home appliance, as well as typically exporting sectors, led by commodities.  

 

International capital movements continue to pressure the Real. Despite government measures throughout the year, the Real appreciated strongly against the dollar. At the beginning of the year, the FOCUS report estimated a year-end exchange rate of around R$1.80; however, the actual rate was R$1.67. In February 2011, foreign reserves reached the record level of US$300 billion.

    

Macroeconomic Projections

 

 

2011

2012

IPCA (%)

5.88

4.80

Commercial dollar (closing) – R$

1.70

1.75

SELIC (closing - %)

12.50

11.25

GDP (%)

4.03

4.40

Industrial Production (%)

4.00

4.70

Source: FOCUS BACEN

Base: March 18, 2011

 
Adoption of IFRS  

 

CSN’s consolidated financial statements are presented in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and in accordance with Brazilian accounting practices, issued by the Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities and Exchange Commission (CVM), pursuant to CVM Instruction 485 of September 1, 2010.

 

Net Revenue  

 

Consolidated net revenue totaled R$14,450 million in 2010, a 32% improvement over the R$10,978 million posted in the previous year and a new Company record.

 

 

 

 

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Cost of goods sold (COGS)

 

In 2010, consolidated COGS amounted to R$7,687 million, 9% up on the R$7,022 million posted in 2009.

 
 
Selling, General, Administrative and Other Operating Expenses

 

In 2010, CSN recorded a net expense of R$551 million in the “Other Revenue and Expenses” line, versus revenue of R$721 million in 2009. The R$1,272 million reduction was chiefly due to the positive non-recurring effects of the reverse merger of Big Jump Energy Participações S.A. by Namisa and the adherence of CSN and its subsidiaries to the REFIS tax repayment program in 2009.

 

Annual SG&A expenses totaled R$1,215 million, 9% up on 2009, reflecting the Company’s stronger sales efforts.

 

EBITDA

 

Adjusted EBITDA as presented in this report comprises net income before the financial result, income and social contribution taxes, depreciation and amortization and other operating revenues (expenses), the latter operating item being excluded due to its non-recurring nature.

 

R$ millions        
CONSOLIDATED ADJUSTED EBITDA   2009   2010
Net Income   2,615    2,516

(-) Net Financial Result

  246    1,911

(-) Social Contribution

  180    154

(-) Income Tax

  520    417

(-) Depreciation and Amortizations

  780    806

(-) Other Income (Expense), Net

  (721)    551
Adjusted EBITDA   3,621    6,355

 

 

Adjusted EBITDA totaled R$6,355 million in 2010, 76% up on the R$3,621 million recorded in 2009, accompanied by an adjusted EBITDA margin of 44%, 11 p.p. more than the 33% reported last year.

 

 

 

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The variation between adjusted EBITDA and the adjusted EBITDA margin previously published in BRGAAP and the current figures in accordance with IFRS are presented below (R$ million):

R$ millions    
Adjusted EBITDA 2009 2010
Adjusted EBITDA (BRGAAP Reported) 3,607 -
Effects of convergence of accounting practice 14 -
Adjusted EBITDA (IFRS) 3,621 6,355

 

Financial Result and Net Debt

 

The 2010 net financial result was negative by R$1,911 million, chiefly due to the following factors:

 

§  Interest on loans and financing totaling R$1,808 million;

§  Negative monetary and foreign exchange variations of R$354 million, including the result of derivative operations;  

§  The monetary restatement of tax provisions totaling R$284 million.  

 

 

These negative effects were partially offset by returns on financial investments and other financial revenue (expenses), totaling R$535 million, basically due to the upturn in cash and cash equivalents.

 

On December 31, 2010, the consolidated net debt stood at R$9.8 billion, R$3.5 billion more than the R$6.3 billion recorded at the close of 2009. The net debt/adjusted EBITDA ratio closed 2010 at 1.55x, 0.19x less than at the end of the previous year.

 

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On July 14, 2010, CSN, through its wholly-owned subsidiary CSN Resources S.A., issued bonds worth US$1 billion at 6.5% p.a. and maturing in July 2020, in accordance with U.S. Rule 144A and Regulation S. The issue price was 99.096% and the bonds were guaranteed by CSN.

 

On September 16, 2010, CSN, through its wholly-owned subsidiary CSN Islands XII Corp., issued bonds worth US$1 billion at 7.0% p.a., in accordance with U.S. Rule 144A and Regulation S. The bonds are guaranteed by CSN and the proceeds were primarily used to settle the US$750 million perpetual bonds issued by CSN Islands X Corp in 2005, with a return of 9.50% p.a.

 

The chart below shows the maturities of CSN’s loans, financings and debentures on December 31, 2010:

 

 
 


Consolidated Net Income

 

CSN posted 2010 net income of R$2,516 million, 4% down on 2009.

 

The improved results in the steel and mining segments were offset by the increase in other operating expenses, due to non-recurring gains recorded in 2009 and the upturn in financial expenses.  

 

The difference between net income previously published in BRGAAP and the current figures in accordance with IFRS are presented below (R$ million):

R$ millions    
Net Income 2009 2010
Net Income (BRGAAP Reported) 2,599 -
Adjustments 16 -
Net Income (IFRS) 2,615 2,516

 

 

Capex

 

CSN invested R$3,636 million in 2010, R$2,201 million of which in and by its subsidiaries or joint subsidiaries, allocated as follows:

 

ü  Transnordestina Logística: R$1,371 million;

ü  CSN Aços Longos: R$275 million;

ü  CSN Cimentos: R$249 million;

ü  MRS Logística: R$199 million.

 

 

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The remaining R$1,435 million went to the parent company, mostly in the following projects:

 

ü  Maintenance and repairs: R$483 million;

ü  Expansion of the Casa de Pedra mine: R$275 million;

ü  Expansion of the Port of Itaguaí: R$139 million;

ü  Technological improvements: R$125 million.

 

Working Capital

 

Working capital closed December 2010 at R$2,844 million, R$770 million up on the figure at the end of 2009, basically due to higher inventories, in turn caused by the reduction in steel product sales volume.

The average receivables period declined from 31 days at the end of 2009 to 26 days at the close of 2010, while the average supplier payment period fell from 26 days to 25 days.

WORKING CAPITAL (R$ MM)   Dec/2009   Dec/2010   Chg 4Q10 x
      4Q09
Assets   3,130   3,963   833
Accounts Receivable   1,186   1,259   73
Inventory (*)   1,889   2,492   603
Advances to Taxes   55   212   157
Liabilities   1,057   1,120   63
Suppliers   504   521   17
Salaries and Social Contribution   134   165   31
Taxes Payable   333   398   65
Advances from Clients   85   35   (50)
Working Capital   2,074   2,844   770
TURNOVER RATIO    Dec/2009    Dec/2010   Chg 4Q10 x
Average Periods       4Q09
Receivables   31   26   (5)
Supplier Payment   26   25   (1)
Inventory Turnover   88   113   25
* Inventory - Includes "Advances to Suppliers" and does not include "Supplies"    

 

 

Results by Segment

 

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

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

 

 

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The information on CSN’s five business segments is derived from the accounting data, together with allocations and the apportionment of costs among the segments. CSN’s management uses adjusted EBITDA as an indicator to measure recurrent net operating cash flow.

 

The charts below show the various segments’ contribution to CSN’s overall net revenue and adjusted EBITDA.

 

Net revenue by segment in 2010 (R$ million)  

 

 

 


Each segment’s share of consolidated adjusted EBITDA in 2010 (R$ million)

 

 


 

The Company’s consolidated results by business segment are presented below:

R$ million                               2010
Consolidated Results   Steel   Mining   Logistics   Logistics   Energy   Cement   Eliminations/   Consolidated
      (Port)   (Railways)       Corporate  
Net Revenue   9,926   3,615   119   838   114   202   (364)   14,451

Domestic Market

  8,763   574   119   838   114   202   (364)   10,247

Foreign Market

  1,163   3,041   -   -   -   -   -   4,204
Cost of Goods Sold   (6,095)   (1,187)   (70)   (522)   (42)   (164)   393   (7,687)
Gross Profit   3,831   2,428   49   317   72   38   29   6,764
Selling, General and Administrative Expenses   (574)   (135)   (17)   (71)   (26)   (43)   (351)   (1,215)
Depreciation   519   146   6   103   23   14   (3)   806
Adjusted EBITDA   3,776   2,439   38   349   69   9   (325)   6,355
Adjusted EBITDA Margin   38%   67%   32%   42%   61%   4%       44%
 
R$ million                               2009
Consolidated Results   Steel   Mining   Logistics   Logistics   Energy   Cement   Eliminations/   Consolidated
      (Port)   (Railways)       Corporate  
Net Revenue   8,201   1,964   144   823   117   60   (330)   10,978

Domestic Market

  7,046   247   144   823   117   60   (330)   8,107

Foreign Market

  1,156   1,716   -   -   -   -   -   2,872
Cost of Goods Sold   (5,572)   (1,179)   (76)   (464)   (43)   (61)   373   (7,022)
Gross Profit   2,629   784   69   358   73   (1)   43   3,956
Selling, General and Administrative Expenses   (491)   (108)   (14)   (58)   (25)   (16)   (403)   (1,116)
Depreciation   484   135   11   110   25   9   7   780
Adjusted EBITDA   2,623   811   65   410   74   (8)   (353)   3,621
Adjusted EBITDA Margin   32%   41%   45%   50%   63%   -13%       33%

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Steel

 

Scenario

 

According to the WSA, global crude steel production totaled 1.4 billion tonnes in 2010, 15% up on 2009 and a new record.

 

Nevertheless, many steel-producing nations have still not recovered their pre-crisis levels, China and certain other Asian countries being the exception.

 

Also according to the WSA, the global steel industry capacity utilization rate closed 2010 at around 74%, still indicating a large gap between production capacity and consumption. The association believes current global surplus capacity is running at around 500 million tonnes.

 

This imbalance, allied to the appreciation of the Real and state government import incentives, fueled Brazil's flat steel imports.

 

 

Supported by higher raw material prices, especially of coal, scrap and iron ore, international steel prices began to show signs of recovery at the close of 2010, leading some steel plants to consider reactivating their blast furnaces to benefit from the upturn.  

 

According to the Brazilian Steel Institute (IABr), apparent consumption of steel products reached the record level of 26.6 million tonnes in 2010, 43% higher than the previous year, and the Institute expects the figure to increase by a further 6% in 2011, to 28 million tonnes.

 

Also according to the IABr, annual consolidated production totaled 32.8 million tonnes of crude steel and 15.6 million tonnes of rolled flat steel, 24% and 31% up, respectively, on the previous year.

 

Consolidated domestic sales of rolled flat steel came to 11.7 million tonnes in 2010, a 30% improvement over 2009.

 

Annual flat steel exports totaled 2.3 million tonnes, in line with the previous year’s figure.  

 

Domestic prices are aligned with the price of imported products (including aggregated import costs).  

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In view of Brazil’s expected economic growth in the coming years, the Brazilian Development Bank (BNDES) believes steel output and apparent consumption will increase by 26.5% and 43.5%, respectively, through 2014.

 

Segments

 

Automotive

 

According to ANFAVEA (the auto manufacturers’ association), vehicle production reached 3.6 million units in 2010, 14% up on the year before.  

 

Annual sales totaled 3.5 million units, 12% more than in 2009, marking the seventh consecutive year of growth and a new national record.  In addition, Brazil closed 2010 as the world’s fourth largest vehicle manufacturer for the first time, behind China, the United States and Japan.

 

Exports totaled 766,000 units, versus 475,000 in 2009.  

 

According to ANFAVEA, sales are expected to grow by 5% in 2011.  

 

Recently, the sector announced investments of R$9 billion over the next two years, allocated to the expansion of product lines, increased output and the construction of new plants.  

 

Construction

 

According to a study by the Getúlio Vargas Foundation (FGV), every year 1.5 million families intend to purchase a home. Demand for real estate has been fueled by the expansion of the emerging middle class, higher family income, more formal jobs and the greater availability of credit. For this reason, sector businessmen elected 2010 as the best year ever for the construction industry, marked by exceptionally healthy results and margins.

 

Housing loans from the Caixa Econômica Federal (Brazilian Saving Bank), the mortgage lending leader, totaled R$77.8 billion, 57.2% up on 2009.

 

LCA, a consulting firm, estimates that the sector grew by 13.9% in 2010, reflecting the positive performance.

 

According to SindusCon (the building industry association), construction GDP should record annual growth of 6.1% in 2011.

 

Distribution

 

According to INDA (the Brazilian steel distributors’ association), flat steel sales by distributors totaled 3.8 million tonnes in 2010, 13% up on the previous year, versus purchases of 4.3 million tonnes (+39%), resulting in increased inventories, which were sufficient for 4.3 months of sales in December, higher than the historical average.

 

INDA expects distributors’ sales to increase by around 10% in 2011, with inventories returning to normal by the end of the second quarter.

 

Agricultural machinery

 

According to ANFAVEA, in 2010 production of agricultural machinery increased by 34% over the previous year to 89,000 units.

 

Annual sales stood at 68,000 units, 24% higher than in 2009 and the sector’s best performance since 1976, while exports increased by 27% to 19,000 units.

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In 2011, domestic sales are expected to remain stable, a positive trend given the exceptionally robust performance in 2010.

 

International

 

USA

 

According to the WSA, U.S. crude steel production totaled 80.6 million tonnes in 2010, 38.5% more than the previous year, while the U.S. Department of Commerce estimated steel imports of 21.7 million tonnes, up by 47%.

 

Given strong pressure from raw material costs, steel plants are announcing flat steel price hikes. Hot-rolled coils that were being traded at around US$630/t FOB in 3Q10 were selling for US$836/t FOB in January 2011.

 

U.S. steel distributors’ inventories totaled 4.2 million tonnes in December 2010, equivalent to 2.6 months of sales.

 

Europe

 

According to the WSA, Euro zone steel production reached 315 million tonnes in 2010, 19% up on 2009.

 

As in the U.S., raw material cost increases have forced the industry to rethink pricing, resulting in hikes throughout the continent. According to CRU, German-produced hot-rolled coils, which sold for around US$703/t FOB in 3Q10, were trading at US$773/t FOB in January 2011.

 

Although demand for steel has been showing signs of recovery in certain countries, there are serious doubts concerning the sustainability of these prices, chiefly due to weak growth prospects in most European nations.

 

Asia

 

According to the WSA, crude steel output in China totaled 626 million tonnes in 2010, 9% up on the previous year and a new record, accounting for 44% of the global total.

 

Japan's crude steel production increased by a substantial 25% over 2009, reaching 109 million tonnes.  

 

CRU’s figures also show price increases in China, with hot-rolled coils trading at US$740/t CIF in the first week of February 2011.

 

Analysis of Results

 

The steel segment comprises the production, distribution and sale of flat steel in Brazil and abroad.

 

Net Revenue

 

In 2010, net revenue from steel operations came to R$9,926 million, 21% up on 2009, chiefly due to higher sales volume.

 

Total Sales Volume  

CSN recorded total sales volume of 4.8 million tonnes in 2010, 17% more than the year before. Of this total, 86% was sold on the domestic market, 10% by overseas subsidiaries, and 4% went to direct exports.

 

Domestic Sales Volume  

 

Domestic sales totaled 4.1 million tonnes in 2010, a 28% improvement over the year before, fueled by stronger demand for flat steel in Brazil.

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Exports         

 

CSN exported 661,000 tonnes in 2010, 24% less than the previous year. Sales by CSN LLC and Lusosider totaled 484,000 tonnes, while direct exports totaled 177,000 tonnes. The reduction was due to the Company’s strategy of favoring the domestic market, where margins are higher.

 

Prices

 

In 2010, net revenue per tonne averaged R$2,019, 5% above the 2009 figure, reflecting higher export prices and the greater share of domestic sales in the sales mix.

 

Production

 

Parent company crude and rolled steel production totaled 4.9 million tonnes and 4.7 million tonnes, respectively, in 2010, corresponding to respective annual increases of 12% and 15%.

 

Production (in thousand t) 2009 2010 Change
2010 x 2009
Crude Steel (UPV) 4,371 4,902 12%
Rolled Products 4,109 4,707 15%

 

Cost of goods sold (COGS)

 

Steel segment COGS came to R$6.09 billion in 2010, 9% up on the R$5.57 billion posted in the previous year, basically as a result of higher sales, partially offset by the greater dilution of fixed costs.

 

Production costs

 

In 2010, the parent company’s total production costs stood at R$5.57 billion, R$1.02 billion more than the R$4.56 billion reported in 2009.

 

Raw materials: increase of R$646 million, primarily related to the following inputs:

-          Coal: upturn of R$197 million, basically due to the higher acquisition cost and increased consumption;

-          Slabs and coils acquired from third-parties: increase of R$210 million;

-          Pellets: growth of R$110 million, due to the higher acquisition cost and increased consumption;

-          Metals: upturn of R$71 million, due to the higher acquisition cost and increased consumption;

-          Other raw materials: increase of R$58 million.

 

Labor: growth of R$102 million, due to the pay increase resulting from the collective bargaining agreement and the merger of Galvasud in January 2010.

 

General costs: increase of R$223 million, chiefly due to:

-          Energy and fuel: upturn of R$125 million, particularly related to natural gas and electricity;

-          Maintenance, supplies and other costs: growth of R$98 million, basically due to period maintenance.

 

Depreciation: increase of R$47 million due to new asset incorporations.

 

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Adjusted EBITDA

 

Adjusted EBITDA totaled R$3,776 million in 2010, 44% up on the R$2,623 million recorded in 2009, basically due to higher domestic sales, accompanied by an adjusted EBITDA margin of 38%, 6 p.p. higher than the 32% reported in the previous year.

 

Mining

 

Scenario

 

At the beginning of 2010, government incentives were still in force, many of which focused on the intensive use of steel. The commitment of the leading global economies to overcoming the crisis, albeit each to a varying degree, was crucial to the recovery of the market as a whole.

 

As a result of the recovery, iron ore sales, mostly concentrated in the Chinese market in 2009, became more fragmented.

 

Nevertheless, China remains a major market player. In 2010, the country imported 619 million tonnes, accounting for 60% of the seaborne market, and this figure is expected to reach 895 million tonnes by 2015, according to CRU.

 

2010 will be remembered as a year of profound change in the iron ore market. The traditional pricing system, used for over 40 years, was replaced by a system that reflects market oscillations and is subject to periodic reviews.

 

Demand continues to outpace supply on the seaborne market and certain factors in 2010 helped reduce supply even further, including government restrictions on iron ore exports in India, accompanied by the imposition of export taxes. In addition, the monsoons were more aggressive than initially expected, reducing port productivity. The vast majority of new projects (brownfield and greenfield) were delayed and the expected increase in available market volume did not materialize.

 

Given this scenario, Brazil’s iron ore exports reached the record level of 307 million tonnes, 15% up on the previous year, according to the LBH Group.  

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The government recently launched a National Mining Program, which envisages investments of US$270 billion over 20 years and is designed to triple the production of iron ore, copper ore and other minerals by 2030.

 

Iron ore spot prices, which averaged US$174/t CFR in December 2010, had already reached US$190/t in the third week of February. Prices are expected to keep moving up in the first half, fueled by increased demand in China and the recovery of the European and North American markets.

 

Analysis of Results

 

The Company’s mining sector encompasses the mining and sale of iron ore (the Casa de Pedra mine and a 60% interest in Namisa) and tin (ERSA), in addition to port terminal operations (Tecar).

 

Iron ore sales

 

In 2010, total sales of finished iron ore products by CSN and Namisa to third parties amounted to 25.3 million tonnes1, 13% more than in 2009. Of this total, exports accounted for 23.8 million tonnes and Namisa sold 16.9 million tonnes.

 

The Presidente Vargas Steelworks absorbed 6.9 million tonnes in 2010.

 

(1)     (100%) Production volume, purchases and sales include of the stake in Namisa.

 

 

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Considering CSN’s 60% interest in Namisa, sales came to 18.6 million tonnes in 2010, 6% up on 2009.

 

Net Revenue

 

Net revenue totaled R$3.6 billion in 2010, 84% up on 2009, fueled by the increase in prices and higher sales.

 

Cost of goods sold (COGS)

 

Mining segment COGS came to R$1.2 billion in 2010, in line with the 2009 figure despite the 6% increase in sales volume.

 

Adjusted EBITDA

 

Adjusted EBITDA totaled R$2.4 billion in 2010, an increase of 201% over the previous year, reflecting higher iron ore prices and the upturn in sales volume, accompanied by an adjusted EBITDA margin of 67%, a 26 p.p. year-on-year improvement.

 

Logistics

 

Scenario

 

Railway logistics

 

2010 was a positive year for the rail logistics sector. According to the ANTF (National Rail Transport Association), transported volume grew by 15% over 2009, exceeding 455 million tonnes. Underlining the sector’s dynamism, the number of rail cars produced moved up by a hefty 223% over the year before to 3,300, according to Abifer (Brazilian Railway Industry Association).

 

 

With investments by private enterprise and support from the government, the outlook is exceptionally promising. The government believes the rail network will be  41,000 kilometers long by 2020, 37% more than the current total.

 

 

 

 

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Port logistics

 

According to Antaq (National Waterway Transport Agency), handled volume totaled 558 million tonnes in 2010 through September, 22% up on the first nine months of 2009 and a new sector record. In the same period, container volume increased by 14.2% year-on-year to 5.4 million TEUs. There was a big upturn in foreign trade, leading Antaq to predict annual volume of 760 million tonnes in 2010.

 

Analysis of Results

 

This sector encompasses railway logistics, via the Company’s interest in two companies (MRS Logística and Transnordestina Logística) and port logistics, through the Sepetiba Tecon terminal.

 

Railway logistics

 

MRS

MRS Logística has a concession to explore public rail cargo transport services in the Southeastern Network of the Federal Railways, operating with integrated logistics, planning, multimodality and established transit times. CSN holds, directly and indirectly, 33.27% of MRS Logística’s voting capital. In 2010, MRS transported 144 million tonnes. 

 

Transnordestina

The project for the new network of Transnordestina Logística, the concessionaire operating the Northeastern Network of the Federal Railways, is designed to make the Company the integrated logistics leader in the Northeast region, connecting Piauí to the Port of Suape, in Pernambuco, and the Port of Pecém, in Ceará. The new network, 1,728 km long and scheduled for conclusion at the end of 2013, will increase rail transport capacity to 30 million tonnes per year.

 

The project is expected to absorb total investments of R$5.4 billion, funded by CSN, the controlling shareholder, FINOR (Northeast Development Fund), the federal government (through Valec) and loans from SUDENE (Northeast Development Board), the BNDES (Brazilian Development Bank) and BNB (Banco do Nordeste do Brasil).

 

 

In 2010 the company transported 1.5 million tonnes, chiefly fuel, cement, aluminum, coils and malt, among others.

 

Analysis of Results

 

MRS and Transnordestina’s 2010 individual results had not been announced up to the publication of this report.

 

In 2010, consolidated net revenue from railway logistics totaled R$838 million, COGS stood at R$522 million and adjusted EBITDA came to R$349 million, accompanied by an adjusted EBITDA margin of 42%.

 

Port logistics

 

TECON

 

Sepetiba Tecon, a container and general cargo terminal managed by CSN, is the largest container terminal in Rio de Janeiro, and one of the largest in Brazil. It also operates as a hub port. Apart from containers, Sepetiba Tecon also handles CSN’s steel products and general cargo.

 

Analysis of Results

 

In 2010, consolidated net revenue from port logistics totaled R$119 million, COGS stood at R$70 million and adjusted EBITDA came to R$38 million, accompanied by an adjusted EBITDA margin of 32%.

 

 

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Cement

 

Scenario

 

Preliminary figures from SNIC (the Cement Industry Association) indicate local cement sales of 59 million tonnes, 15% up on the previous year. The Southeast region consumed half of this total and the North was the best performer in terms of growth, moving up by 58%. Estimates point towards a new record in 2011, with sales climbing by between 8% and 9% to 65 million tonnes.  

 

 

Annual exports fell by 23%, as manufacturers prioritized the domestic market.

 

 

Currently, there are 70 plants operating in Brazil, belonging to 12 national and international groups, with a joint annual installed capacity of 67 million tonnes, sufficient to meet all of domestic demand.

 

 

Strong investments in capacity expansion were also announced in 2010, the effects of which should become apparent in the second half of 2011.  

 

 

The sector’s growth in the coming years will continue to be fueled by increased income and employment, incentives for homebuyers, the expansion of Brazil's infrastructure and the intensification of the works related to the World Cup and the Olympic Games.  

 

Analysis of Results

 

Net revenue from cement totaled R$202 million in 2010, 234% up on 2009, from the sale of 992,000 tonnes, up by 193%. Nevertheless, the substantial sales increase still does not reflect CSN’s full cement operations, which are still growing.

 

COGS came to R$164 million, 169% more than in 2009, pushed by the increase in sales.

 

Adjusted EBITDA was a positive R$9 million, a R$17 million improvement over the negative R$8 million posted in 2009, accompanied by a positive adjusted EBITDA margin of 4%, versus a negative 13% in the previous year.

 

 
Energy

 

Industry Analysis

 

In 2010, the electric power market was favored by Brazil’s excellent economic performance, led by the domestic market, driven by increased employment and income, as well as the greater availability of credit. Electricity consumption grew by 7.8% over 2009, according to the Ministry of Mines and Energy’s Energy Research Company.

 

Industrial consumption made the biggest contribution, moving up by 10.9% and consolidating the post-crisis recovery begun in the second half of 2009. Residential and commercial consumption recorded consistent growth of 6.3% and 5.9%, respectively, in line with recent years.

 

Generating capacity kept pace with the increase in demand. According to the Annual Energy Operations Plan (PEN 2010), published by the National System Operator (ONS), the National Integrated System’s structural energy balance for the next four years must ensure adequate supply, even in adverse hydrological conditions.

 

This situation is largely the result of the energy auctions promoted by the government, as well as the contracting and construction of new transmission lines, which has permitted greater energetic integration among Brazil’s various regions.

 

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Given that electricity is crucial to CSN’s production processes, the Company has been investing in power generation assets to ensure self-sufficiency. In addition to the thermal co-generation plant, which is fueled by residual gases from steel production in the Presidente Vargas Steelworks in Volta Redonda, the Company retains an interest in:

 

§  The Itá hydroelectric plant, in Santa Catarina;

§  The Igarapava hydroelectric plant, in Minas Gerais.

 

The Company also created CSN Energia, whose main purpose is the distribution and sale of surplus electricity generated by the Company itself and by companies, consortiums or other undertakings in which it holds interest.

 

CSN’s results from the energy segment include the operations of Itasa and CSN Energia. Energy generation costs from the thermal co-generation plant and the Igarapava hydro plant are directly appropriated into the production costs of the steel plants and the mines (Casa de Pedra and Arcos), respectively.

 

Analysis of Results

 

In 2010, net revenue from electricity amounted to R$113 million, in line with the previous year.

 

COGS totaled R$42 million, 4% down on the R$43 million reported in 2009.

 

Adjusted EBITDA was positive by R$69 million, in line with the year before.

 

 
 
Capital Market

 

Share Performance

 

In 2010, CSN’s shares depreciated by 2%, versus the 1% upturn recorded by the IBOVESPA in the same period. On the NYSE, CSN’s ADRs appreciated by 8%, versus 11% for the Dow Jones.

 

It is worth noting, however, that in the last five years CSN’s stock has generated returns of 332% for its shareholders, three times more than the 107% upturn in the IBOVESPA in the same period.

 

Daily traded volume in CSN’s shares averaged R$106 million in 2010, while on the NYSE daily traded volume in CSN’s ADRs averaged US$88 million.

 

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Capital Markets - CSNA3 / SID / IBOVESPA / DOW JONES
    2010   2009
Shares   1,483,033,685   1,510,359,220
Market Capitalization        

Closing Price (R$/share)

  26.67   27.11

Closing Price (US$/ADR)

  16.67   15.47

Market Capitalization (R$ million)

  38,884   39,522

Market Capitalization (US$ million)

  24,304   22,550
Total return including dividends and interest on equity        

CSNA3

  -2%   108%

SID

  8%   168%

Ibovespa

  1%   83%

Dow Jones

  11%   19%
Volume        

Average Daily (thousand shares)

  3,637   4,930

Average Daily (R$ thousand)

  106,265   110,860

Average Daily (thousand ADRs)

  5,360   7,214

Average Daily (US$ thousand)

  88,710   83,492
Source: Economática        
* Figures were retroactively adjusted to reflect the share split occurred on March 25, 2010.    

 

 

5- CORPORATE GOVERNANCE

 

Investor Relations

 

2010 was a year of considerable achievement for CSN during which the Company further expanded its communications with the capital market, improving investors’ perception of its basic fundamentals and helping reduce funding costs. The main highlights are shown below:

 

§  Increased presence in national and international events. In 2010 the Company took part in 20 conferences with the financial market community, equivalent to around 400 meetings with investors. It also held 280 meetings and conference calls in its headquarters, totaling 680 meetings with shareholders;

§  Market diversification through a Non Deal Roadshow in Tokyo, Hong Kong and Beijing.

§  For the fifth consecutive year, CSN took part in Expomoney São Paulo, an event targeting individual investors

§  Development of closer ties with sell-side analysts through visits to the Casa de Pedra mine, Port of Itaguaí and the Presidente Vargas Steelworks, increasing the visibility of the Company’s operations, strategies and investments.

 

CSN Shares

 

§  CSN’s stock comprises common shares only, each of which is entitled to one vote in the Company's Shareholders' Meetings;

§  More than 44% of CSN’s shares are traded on stock exchanges, mostly in São Paulo (BOVESPA) and New York (NYSE).

 

 

 

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Sarbanes-Oxley Act

 

The Company is in the final phase of Certification for internal controls related to the 2010 Consolidated Financial Statements (CSN and its subsidiaries), in compliance with Section 404 of the Sarbanes-Oxley Act (SOx).

 

As of  August 2010, tests were carried out to evaluate the effectiveness of internal controls in CSN, (Presidente Vargas Steelworks, Casa de Pedra mine and CSN Porto Real)  CSN Cimentos, CSN LLC, CSN Export, CSN Europe (former CSN Madeira) and Prada, which are companies considered significant for SOx Certification. The managers of each process (process owners) were responsible for carrying out the tests and monitoring existing points.

 

It is important to emphasize that the financial, entity level and accounts preparation and disclosure processes are corporate in nature, including all CSN companies except NAMISA, which has its own structure for executing these processes and activities.

 

Ethics Code

 

CSN has employed an Ethics Code since 1998, which is periodically revised and updated. The code is delivered to members of staff in corporate integration training courses, where any possible queries can be resolved.

 

 

CSN’s Ethics Code details the standards of personal and professional conduct expected of its employees in their relations with co-workers, clients, shareholders, suppliers, communities and competitors, as well as the environment, and also contains a declaration of our corporate conduct and commitments. Its content is in the public domain and is available at www.csn.com.br

 

One issue that has been a permanent feature of the Code since its inception is the rules governing trading in the Company’s shares.

 

 

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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 and within the proper timeframes, in accordance with CVM Instruction 358 of January 3, 2002, and Section 409 of the Sarbanes-Oxley Act – Real Time Issuer Disclosure.

 

All material acts or facts are disclosed in Brazil (BOVESPA) and the United States (NYSE), where the Company’s shares are traded.

 

Management

 

CSN is controlled by Vicunha Siderurgia S.A. and Rio Iaco Participações S.A., which retain 47.0% and 3.9% of the Company’s total capital respectively. Management is exercised by the Board of Directors and Board of Executive Officers.

 

Annual Shareholders’ Meeting

 

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

 

Board of Directors

 

The Board of Directors currently comprises seven members, five of whom independent, and meets on a routine basis on pre-established dates throughout the year and on an extraordinary basis whenever necessary. Members are elected for a one-year term of office, re-election being permitted.

 

Its role is to define and monitor the Company’s policies and strategies, oversee the activities of the Board of Executive Officers and decide on matters relevant to the Company’s businesses and operations. It is also responsible for electing the executive officers and may, if necessary, constitute special advisory committees to help in the execution of these duties.

 

Board of Executive Officers

 

The Board of Executive Officers is responsible for the day-to-day management of the business in line with the strategies and policies established by the Board of Directors. It currently comprises five officers, including the Chief Executive Officer, who meet periodically, each of whom being responsible for certain specific Company operations, processes and/or businesses. 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 reviewing, analyzing and making recommendations to the Board of Directors on matters concerning the indication, hiring and compensation of the external auditors, as well as supervising 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 CSN.

 

 

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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 ensure the appropriate allocation of resources and protecting CSN companies’ assets, providing support for compliance with the planned results, and improving processes and internal controls in order to enhance financial and operating performance or prevent the risk of losses or fraud and, consequently, any damage to the Group’s image.

 

Independent Auditors

 

In 2010, CSN and its subsidiaries’ independent auditors – KPMG Auditores Independentes – were hired to perform services in addition to auditing the financial statements

 

It is the belief of both the Company and its independent auditors that these services, essentially appraisal reports, technical support and reviews of income tax declarations, do not affect the latter’s’ independence. The additional services do not exceed 10% of total external auditing fees.

 

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 22, 2011 the Board of Executive Officers declared that they had discussed, reviewed, and agreed with the opinions expressed in the independent auditors’ report and with the financial statements for the fiscal year ended December 31, 2010.

 

6- RISK MANAGEMENT

 

CSN operates in a globalized and increasingly complex market and is therefore exposed to several risks that may affect its performance and hence its strategies. In order to improve the monitoring of these risks, the Company maintains a corporate risk area, which is staffed by specialized professionals.

 

Its main aim is to identify, measure and monitor risks and levels of corporate governance, ensuring compliance with Sections 302 and 404 of the Sarbanes-Oxley Act, and to keep CSN’s management and shareholders informed on all risks inherent to the business.

 

The Company takes a pro-active approach to risk management, seeking to minimize the impact on its business by considering a wide range of factors, including economic, financial, tax and regulatory issues, both in Brazil and abroad.

 

CSN’s internal controls, responsible for mitigating these risks, are executed by the operational areas and monitored by the corporate risk area, the internal audit department, linked to the Board of Directors, and the independent external auditors. 

 

The risks described below are those known to CSN and which may currently pose a threat to the Company’s business.

 

Market Risks

 

The steel industry is highly cyclical in nature due to supply and demand swings triggered by macroeconomic change worldwide. Any significant decline in demand for steel in the Company’s markets in Brazil and abroad may have an impact on its operations, which are closely aligned with the performance of the auto, construction, home appliance and packaging industries.

 

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However, the Company usually weathers such cycles with no undue impact on its business, thanks to the integrated nature of its operations and its exceptionally low production costs, plus the fact that it operates in a diversified range of markets, including mining, rail transport, ports and energy.

 

 

Raw Material Supply Risks

 

CSN’ operations are fully integrated and it is almost entirely self-sufficient in terms of steel production. In fact, the only raw materials acquired from third parties are coal (100% imported) and coke (around 25% imported), as well as zinc and aluminum (purchased on the domestic market).

 

The Company’s operations are regarded as integrated because it uses its own raw materials and assets, such as ore from the Casa de Pedra, Namisa, Arcos and ERSA mines, the MRS and Transnordestina Logística railways, the Tecar and Sepetiba Tecon port terminals and the electricity generation plants.

 

In addition, in order to protect itself against possible abusive pricing on the part of its suppliers, the Company seeks to vary the origin of its imported coal and coke.

 

Competitive Risks

 

For some years now, the global steel industry has been experiencing a period of intense change, marked by a series of mergers and acquisitions aimed at increasing competitiveness by reducing costs, and Brazil has not been immune to this trend.

 

CSN is constantly seeking closer proximity to its clients, offering higher added-value products more suited to their needs in terms of quality, service and delivery times. In order to meet the requirements of the national and international markets in the most efficient manner possible, the Company has acquired an interest in two rolling companies, CSN LLC in the United States and Lusosider in Portugal. This presence in North America and Europe ensures long-term expansion and closer ties with overseas customers.

 

Foreign Exchange Risks 

 

Since the Company operates and raises funding abroad, part of its revenue (iron ore and steel exports) and expenses (imported coal, coke and equipment) is in foreign currency.

 

As a result, it is subject to variations in exchange and interest rates, in turn altering the amount in Reais needed to honor its foreign-currency obligations. It manages this risk by resorting to several different financial instruments, including cash investments in dollars and derivative instruments (without financial leverage, such as put and call options), mainly swaps and future contracts.

 

Environmental Risks

 

Although steel plants generate jobs and products that fuel the Brazilian economy, they also produce waste and effluents that may cause damage to the environment. For this reason, they are bound to meet a series of requirements imposed by Brazil’s strict environmental legislation aimed at controlling atmospheric emissions, liquid effluents, and the handling and disposal of solid waste, in order to protect human and environmental health.

 

More than just complying with the legal requirements, CSN has adopted a preventive and pro-active approach to environmental issues, seeking to anticipate possible risks and/or problems.

 

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Legal Risks

 

CSN is involved in several ongoing lawsuits regarding civil, labor and environmental claims, as well as federal, state and municipal taxes and contributions. As a result, at the close of 2010, it maintained legal provisions of around R$2.5 billion and judicial deposits of R$2.7 billion, there being no certainty as to the outcome of these proceedings.

 

The Company also seeks to mitigate its legal risks through preventive consulting procedures, close monitoring of the legislation, participating in public hearings on the drawing up and improvement of regulations that have an impact on its activities, and joining professional associations and corporate representative bodies.

 

Insurance Risks

 

Aiming to mitigate risks and given the nature of its operations, the Company and its subsidiaries have taken out several different types of insurance coverage. These policies are in accordance with risk management policy and are similar to those contracted by other companies in the same sector. Coverage includes national and international transport; transport company civil liability; imports; exports; life and personal accident; health, auto (vehicle fleet), D&O (directors and officers’ liability); general civil liability; engineering risks; sundry risks; export credit; guarantee insurance; and port operator civil liability.

 

The Company has also renewed material damage and loss of earnings insurance for all its units and subsidiaries, except for the Presidente Vargas Steelworks, Casa de Pedra, Arcos Mining, CSN Paraná and Tecar (insured against material damage), which is currently being negotiated with Brazilian and international insurance and reinsurance companies.

 

Credit Risks

 

Exposure to credit risks from financial instruments is managed by restricting counterparties in derivative instruments to major financial institutions with excellent credit quality. Management therefore believes that the risk of non-compliance by these counterparties is negligible.

 

7 – INNOVATION

 

In order to meet new demand and market expectations, CSN constantly invests in the development of innovative projects in order to provide its clients with creative product and service solutions. This pioneering attitude, together with the restructuring of the production chain with its most important clients, is one of the Company’s main strategies for consolidating market share growth.

 

Research and Development

 

In 2010, the Company invested around R$57 million in R&D activities.

 

As Brazil’s leading producer of high value-added coated flat steel products, CSN constantly invests in improving its products, services and processes..Always striving for technical innovation and the continuous improvement of its production procedures, the Company develops new projects and applications to meet the market’s current and future needs.

 

One project that underlines CSN’s innovative approach is the development of pre-painted steel for organo-metallic vehicle fuel tanks, replacing plastic tanks, demand for which is expected to reach 500,000 units per year. Designed using a new base steel coated by the continuous painting line in the Paraná installations, these tanks have greater resistance to corrosion, as well as being more conformable and weldable. They are currently being improved to reduce component weight.

 

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Another pioneering product that has been well accepted in the market is the CSN Extra Fino® cold-rolled steel, which was developed in response to global trends for new applications in white goods and steel furniture.

 

In the packaging segment, the Company invested in the consolidation of a modern innovation center, which allows greater proximity to clients, presenting new proposals, concepts and designs for expanded three-piece cans with attractive and innovative shapes.

 

In the construction segment, CSN’s pre-painted steel has found a new application in the rapid-assembly structures used on a large scale by the Pacifying Police Units (UPP) and Rapid Response Units (UPA) in Rio de Janeiro.

 

In the auto segment, innovation, product development and new applications have been given top priority, exemplified by dual phase steel, which has the advantage of reducing vehicle weight, allowing manufacturers to produce lighter and safer vehicles with reduced CO2 emissions. Other high-resistance steels have also been developed, such as bake hardening, rephosphorized and microalloyed, as well as highly conformable steel for exposed parts, such as titanium-stabilized ultra-low carbon steel.

 

In the mining segment, the Company has been investing consistently in technological studies and the use of new mineral processing technologies in order to increase output, improve product quality and maximize metal and mass recovery. The recent introduction of wet high intensity magnetic separators (WHIMS)has enabled the processing of rejects from the Casa de Pedra processing plant, transforming part of them into pellet feed. Over the last five years, the consistent development of technological studies has demonstrated the feasibility of building plants to process poor-quality itaberites from the Casa de Pedra mine into pellet feed.

 

8- PEOPLE

 

After stepping up its efforts to ensure an even greater alignment between its people management model and its culture of maximizing value creation, in 2010 CSN concentrated on developing and training its employees in order to sustain the expansion projects in each of its segments.

 

People management policies are compatible with the competitive environment and are strongly geared towards performance and leadership, being supported by learning and the propagation of knowledge.

 

CSN and its subsidiaries closed 2010 with approximately 19,000 employees, 12.7% more than at the end of the previous year.

 

Internal Communications

 

CSN maintains various several internal communications channels. In 2010, it launched yet another important vehicle, the Mural Eletrônico, a type of electronic notice board permitting more modern and rapid communications. The Company installed 36 screens in almost all of its units, delivering corporate and local news, as well as information on the markets where we operate and national and international news.

 

As for our existing channels, the intranet provides information on the Company and its policies, with access to the Ethics Code, the Organizational Manual and the Safety Manual.

 

In addition, employees receive up-to-date news on CSN’s projects through the Matéria-Prima  newspaper, a bi-monthly publication with print-run of 25,000. Internal campaigns also provide information on the Company’s various activities.

 

Training and Development

 

The Company’s people management model is based on five pillars - Attract; Align and Engage; Evaluate; Develop; Recognize and Reward – and is sustained by investments in projects for professional development and improvement, thereby contributing to the growth of the organization and its people.

 

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At the end of 2010, it opened inscriptions for the new Trainee Program and Young Professionals Program, whose objective is to attract young talent up to two years after graduation in order to meet the Company’s specialist needs. There were more than 15,000 applicants, with the hirinig of 40  trainees and 85  young professionals.

 

The internship program is aimed at students undergoing technical and university courses in a wide range of subjects, the basic aim being to familiarize them with the corporate environment. In 2010, there were around 500 interns spread through all units of the group.

 

The Capacitar  program trains high school graduates aged between 18 and 24 in the mining, steelmaking, cement and logistics areas so that they are qualified to enter the job market. In 2010, it had 568 participants The program has proved highly successful and has been expanded  to all the group’s units.

 

The Aprendizagem  (Apprenticeship) program aims to train and transmit a set of skills to young people that will favor the progress of their studies, increasing their prospects of entering and remaining in the job market, in addition to offering professional training courses in partnership with SENAI (National Industrial Apprenticeship Service).

 

The Company seeks to motivate and value its employees by prioritizing internal recruitment. In 2010, 42% of all job openings were filled by in-house candidates through a fair and transparent process which recognizes personal performance and encourages individual development.

 

In an attempt to ensure fast-track adaptation, CSN developed the Corporate Integration Program for executives to present the Company’s mission, vision, values and culture, as well as foster integration with colleagues.

 

Also on the talent development and retention front, the Company offered 73 places in MBA courses in renowned Brazilian institutions to highly skilled professionals selected from the trainee programs.

 

It also granted 241 university scholarships and 261 technical course scholarships, further contributing to the professional and personal growth of its employees.

 

In 2010, the trainees who entered the program in 2008 continued to take part in various development initiatives. After the program was completed, they had the opportunity to present the Practical Project they had been working on throughout the program to management. The aim was to propose solutions for corporate problems or for improving corporate processes.

 

In 2010, CSN created the Ciranda do Conhecimento Program, aimed at promoting continuous learning, propagating knowledge and expanding the organization’s intellectual capital. The program is conducted by CSN multipliers, who have considerable knowledge of certain specific academic areas. This transfer of knowledge fostered the development of both employees and instructors, who not only developed new abilities and skills but were also recognized by the group. 

 

In order to support the expansion and sustainability of the CSN Group’s businesses, the Company developed a program to identify, evaluate and develop potential leaders.

 

All in all, the various 2010 training programs totaled 2.08 million man-hours.

 

 

Managing Competencies (Rumo Certo)  

 

CSN develops initiatives to monitor the competencies of its staff, competencies being defined as the set of knowledge, skills and attitudes demonstrated by the employee. The ten competencies are divided into three categories: core (essential), sustainability and business. This instrument also helps identify talent within the organization, providing support for decisions regarding resources as well as training and development programs .

 

In 2010, all executives, senior management and administrative staff were trained in regard to the competencies mapped in 2009, as well as in the new process for assessing competencies, called Rumo Certo (Right Way). The Company also implemented a Feedback Workshop to introduce techniques and tools to help managers with this process, thereby encouraging efficient and high- quality employee development.

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Profit sharing

 

CSN’s profit sharing program is designed to ensure a steady improvement in the Company’s results and to create value for its shareholders by emphasizing performance and the development of strategies.

 

Managers and employees are assessed in relation to the results of the Company and the business unit where they work, as well as their own specific performance, always in line with the strategic maps and GVA®.

 

This balance means that bonuses are based on the effective contribution of each area to the achievement of the strategic targets defined by the Company, thereby ensuring that the best performances are rewarded.

 

Safety in the Workplace

 

In 2010, CSN stepped up its efforts to propagate a culture of occupational safety, aiming to preserve the safety and health of its own and outsourced employees.

 

Consequently, the Company has been improving its Occupational Health and Safety Management System with a series of measures to avoid accidents, including workplace risk assessment; occupational hygiene program; risk assessment of installations and processes; daily visits to the workplace; standardization of activities; a quality audit focused on 5S; investigation and analysis of accidents and incidents; labor certification; operational diagnostics; critical operational process analysis; dissemination of the safety manual; a behavior monitoring program; management of outsourced companies; procedures for adapting workspace utilization conditions; and audits.

 

The following initiatives in 2010 are particularly noteworthy:

 

·         Implementation of the Top Safety program, recognizing the best employees in the Production Steel Units (DEPRO) in terms of safety, encouraging them to commit to and engage in safe behavior, team work, accident reduction and safety excellence. The program culminated with an event for employees and their families called SAFE BEHAVIOR, A PERSONAL VALUE.

 

·         Training program in association with the national manufacturers of the motorcycles used by the Company and its outsourced companies, helping build a culture of safety among motorcyclists. After the program was launched in September, the number of motorcycle accidents declined from two per month to zero at year-end.

 

·         A substantial 38.7% reduction in the number of traffic accidents (from 62 to 38), reflecting the increase in safe driving initiatives designed to raise our employees’ awareness of the need for safety in traffic.

 

·         Program for 5,757 outsourced employees (30% more than in 2009) in the CSN Foundation’s  Safety Training Center aimed at raising safety awareness (development of risk perception).

 

·         Recognition of CSN’s workplace safety by renowned institutions. The Company received the 2010 Labor Health and Safety Honor and Merit Award for being best in the steelmaking category.

 

In overall terms, the personnel accident rate fell by 22.2% in 2010, from 3.65 to 2.84, the lowest level for eight years.

 

 

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9- SOCIAL RESPONSIBILITY

 

Corporate Social Responsibility

 

Social responsibility is a priority for CSN. Through the CSN Foundation, the Company develops socially responsible policies with an extensive outreach, contributing to the social and economic development of the communities where it operates. These initiatives, in partnership with the government and the community, are designed to value the best assets  of each region – their people.

 

Between 2006 and 2010, CSN invested more than R$81 million in these initiatives, R$14.9 million of which in 2010 alone, allocated to educational, cultural, sports and health activities

 

In addition to the Foundation’s initiatives, CSN makes use of fiscal incentive mechanisms to sponsor several cultural and sporting projects of other institutions following a rigorous election process. In 2010, these included the exhibition Lúcio Costa – the Architect, as part of Brasília’s 50th anniversary celebrations; the book Direitos Humanos – Imagens do Brasil (Human Rights – Images of Brazil), construction of the Brazilian Library at the University of São Paulo to house the Guita and José Mindlin collection; the films Tropa de Elite 2 (Elite Squad 2) and Eu e Meu Guarda-Chuva (Me and My Umbrella); and the installation of two education-through-sports centers for the Passe de Mágica Institute.

  

CSN supports several NGOs registered with various Municipal Councils for Children and Teenagers’ Rights,  focusing on the socially vulnerable. Among the most important are GRAACC (Support Group for Children and Teenagers with Cancer), which the Company helped with its expansion project, and the Deco 20 Institute, which develops several cultural and sporting activities.

 

The most important programs conducted directly by the CSN Foundation and supported by the Company, which  benefited thousands of people in 2010 are described below:

 

Vocational Training

 

The Pandiá Calógeras Technical School (ETPC), in Volta Redonda (RJ), prepares students for the job market and also for the college entrance exam, having helped a great many young people to attend university.

 

In 2010, it had 1,073 students, 238 of whom on full scholarships and 169 on partial scholarships. CSN also offered the Curso Capacitar Siderurgia (steelmaking training course) to five groups, each of them 4 months long, totaling 178 students, selected through an entrance exam. The course is free of charge and students even receive a monthly grant of one minimum wage while attending.

 

The General Edmundo Macedo Soares e Silva Technological Education Centre (CET), located in Congonhas (MG), has been offering vocational training courses for over 49 years, helping supply qualified professionals for companies in the Alto Paraopeba region

 

In 2010, the CSN Foundation offered 45 full scholarships and 17 partial scholarships for high-school vocational and technical courses. The Foundation also maintains partnerships with external bodies, such as PEP (the Minas Gerais State Vocational Training Program) and the municipal government of Congonhas, which enabled full scholarships for 185 students. Another 48 full scholarships were offered within the Industrial Learning Course, sponsored by CSN.  These 48 students also received monthly financial grants while attending.

 

The Bela Vista Hotel School, in Volta Redonda, offers training in hotel and catering services for young adults at risk aged between 18 and 25 in the Sul-Fluminense region of Rio de Janeiro State. The course is designed to prepare students for the job market and contains modules on governance, reception, kitchen practices, events, preventive maintenance, career guidance, waiting, hygiene and food handling, entrepreneurship, information technology and customer service, as well as a simulation workshop.

 

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Every six months, 80 young people are invited to take part in the course following a selection process in association with the Social Assistance Reference Centers (CRAS). It is worth stressing that the region has enormous demand for qualified labor in the service sector, so most students have already been hired by regional hotels, restaurants, hospitals and event organizers by the time they graduate. Ten percent of course openings are earmarked for youngsters who are doing community services through a partnership with Degase/RJ.

 

Social and Cultural Projects

 

Garoto Cidadão Project

 

The purpose of this project is to encourage the social, educational and emotional development of the participants, helping to create well-informed, critically-aware citizens. Implemented in 1999, it is aimed at children and teenagers aged between 6 and 16 years and enrolled in the public school system, who are deemed to be in situations of social risk. The project is implemented in association with local government authorities and functions outside of school hours, offering workshops on music, theater and dance, the visual arts and digital inclusion, as well as refresher courses.

 

The number of beneficiaries has been increasing every year, totaling 845 in 2008, 1,110 in 2009 and 1,904 in 2010, when the project was conducted in six cities – Itaguaí and Volta Redonda, in Rio de Janeiro, Congonhas and Arcos, in Minas Gerais, Araucária, in Paraná, and Mogi das Cruzes, in São Paulo. In 2011, it will be expanded and the Company plans to open units in the Northeast.

 

In addition, thanks to optimization of the resources involved and without any loss of service quality, the monthly per capita cost of the project has been steadily declining, falling from R$221.47, in 2007, to R$136.10 in 2010, a reduction of 38.6%.

 

Um Caminhão Para Jorge Amado

 

Launched in 2010, the Um Caminhão Para Jorge Amado Em Três Momentos project introduces the public to works by renowned Brazilian writers, using the performing arts as a social transformation tool. The project uses a specially-adapted truck with sound and light equipment as a stage.

 

In addition to encouraging reading, the project contributes to the development and learning of children and teenagers. Two texts by Jorge Amado were selected: Capitães da Areia (Captains of the Sand) and O Gato Malhado e a Andorinha Sinhá (The Swallow and the Tom Cat).

 

The project replaces the initiative Um Caminhão Para Ziraldo – Ziraldo de A a Z, which traveled through 20 states between 2006 and 2009, reaching 360,000 people.

 

CSN Foundation Cultural Center

 

The CSN Foundation Cultural Center holds a series of seminars, workshops, lectures, exhibitions, recitals and concerts, among other events, aiming to increase the Volta Redonda community’s access to the arts and achieve social transformation through culture.

 

The Art Gallery project encourages and promotes artists at the forefront of contemporary art as well as fostering artistic investigation and debate through exhibitions, courses, community workshops and seminars.

 

The CSN Foundation Youth Symphony Orchestra

 

Based at the Cultural Center, the Youth Symphony Orchestra is composed of 85 young musicians, all of whom youngsters living in situations of social risk who have passed through a selection process.

 

38

 


 

 

Participants are taught orchestral techniques, complementing their classes in choral singing, vocal techniques, musical theory and perception, and the history of music.

 

In 2010, the project presented the following concerts: Special Concert, starring Wagner Tiso and Lô Borges, August Concert and The Marvelous World of Monteiro Lobato, all of which in Volta Redonda (RJ); Light of Christmas, in Petrópolis (RJ); and the Symphonic Beatles Concert, in Mogi das Cruzes (SP). The total audience was 7,300 people.

 

Steel Drum Orchestra

 

Composed of Youth Symphony Orchestra members as well as members of the community, mostly from the cultural workshop projects, the Steel Drum Orchestra, sponsored by the CSN Foundation, is one of the first orchestras of its type in Brazil. Founded in 2008, it has already performed for around five thousand people. The most important presentations in 2010 were: Expo Aço (April); Reception for the Prince of Belgium (May) and the Concert in Volta Redonda (September).

 

Cultural Workshops

 

The cultural workshops are held by producers and artists, including musicians, actors, painters and dancers, enabling children, youngsters and adults to have access to cultural activities. In 2010, the workshops were attended by more than 1,200 people from the community, including youngsters enrolled through the partnerships with APAE and Degase.

 

Sound Library (Fonoteca)

 

The CSN Foundation maintains a valuable phonographic collection composed of 16,000 33 and 78 rpm records and over 3,000 musical scores, inherited from the former radio station Rádio Siderúrgica Nacional, in Volta Redonda. The collection, duly restored and digitalized, is now available to the community for leisure, research and the preservation of radio memorabilia. The project also includes an on-line radio station to ensure even wider access to this invaluable material. In 2010, the Fonoteca Project began offering professional training courses to youngsters doing community service referred through the association with Degase/RJ.

 

 

Social and Sporting Projects

 

Social Sports Program (PES)

 

The Social Sports Program, sponsored by the CSN Foundation and launched in 2010 with the support of the Ministry of Sports and the National Council for Children’s and Teenagers’ Rights (CONANDA), offers a series of activities to 320 socially vulnerable children and teenagers attending public schools in Volta Redonda, Barra Mansa and Barra do Piraí.

 

Through courses and workshops, the program offers a series of sports, including football, volleyball, badminton, tennis and judo for youngsters aged between 7 and 18 years old. These activities are held in the Recreio do Trabalhador sports facilities, maintained by the CSN Foundation in Volta Redonda.

 

The program also includes educational and cultural lectures and workshops for participants’ families.

 

10- ENVIRONMENTAL RESPONSIBILITY

 

Environmental responsibility is one of the pillars of CSN’s business strategy, so much so that concern for the environment is an integral part of its mission and values. Every day, it strives to improve its processes in order to obtain consistent gains in environmental performance. All of its main units have received ISO 14,001 environmental certification and it is constantly striving to integrate its activities in this area, eliminating waste and increasing the energy efficiency of its various industrial facilities.

 

39

 


 

 

In its operations, CSN aims to consolidate sustainable initiatives for local and regional development, integrating the different interests of the parties involved.

 

In 2010, the Company spent R$336 million on environmental projects, including capex and defrayal costs.

 

11- DISCLAIMER

 

Certain of the statements contained herein are forward-looking statements, 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, such as the general and economic conditions in Brazil and other countries, interest rate and exchange rate levels, future renegotiations and prepayment of liabilities or loans in foreign currency, protectionist measures in the U.S., Brazil and other countries, changes in laws and regulations and general competitive factors (on a global, regional or national 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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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Table of Contents

 

Company Information

 

Company's ownership

2

Cash Dividends

3

Parent Company Financial Statements

 

Balance Sheet – Assets

4

Balance Sheet – Liabilities and Stockholders’ equity

5

Statement of Income

7

Statement of Comprehensive Income

8

Statement of Cash Flows

9

Statement of Changes in Shareholders’ Equity

 

Statement of Changes in Shareholders’ Equity  – 01/01/2010 to 12/31/2010

11

Statement of Changes in Shareholders’ Equity – 01/01/2009 to 12/31/2009

12

Statement of Added Value

13

Consolidated Financial Statements

 

Balance Sheet - Assets

15

Balance Sheet - Liabilities and Stockholders’ equity

16

Statement of Income

18

Statement of Comprehensive Income

19

Statement of Cash Flows

20

Statement of Changes in Shareholders’ Equity

 

Statement of Changes in Shareholders’ Equity  – 01/01/2010 to 12/31/2010

22

Statement of Changes in Shareholders’ Equity  – 01/01/2009 to 12/31/2009

23

Statement of Added Value

24

Notes to the Financial Statements

26

 

 


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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Company Information / Company's ownership

 

Number of Shares

(units)

Last Fiscal Year

12/31/2010

 

Paid in Capital

 

 

Common

1,483,033,685

 

Preferred

0

 

Total

1,483,033,685

 

Treasury Shares

 

 

Common

25,063,577

 

Preferred

0

 

Total

25,063,577

 

 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Company Information / Cash Dividends

 

Event

Approval

Type

Date of Payment

Type of Share

Class of Share

Amount per Share

(R$/share)

General Annual Meeting

04/30/2010

Dividend

06/25/2010

Common

 

1.02883

Under company’s By- laws

 

Dividend

 

Common

 

0,18676

Propose

 

Dividend

 

Common

 

0,84207

Under company’s By- laws

 

Interest on stockholders’ equity

 

Common

 

0,24472

Page 3 of 115

 


 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Parent Company Financial Statements / Balance Sheet - Assets

 

R$ (in thousands)

Code

Description

Last fiscal year

12/31/2010

First prior fiscal year

12/31/2009

Second prior fiscal year

01/01/2009

1

Total Assets

37,368,812

34,060,028

36,769,467

1.01

Current Assets

5,519,090

7,374,111

6,109,789

1.01.01

Cash and cash equivalents

108,297

2,872,919

1,269,546

1.01.03

Trade accounts Receivables

2,180,972

1,829,753

1,770,648

1.01.03.01

Accounts Receivables

1,355,191

1,420,435

1,563,245

1.01.03.02

Other Receivables

825,781

409,318

207,403

1.01.04

Inventory

2,706,713

1,972,003

2,663,336

1.01.06

Taxes Recoverable

257,559

539,408

156,558

1.01.07

Prepaid Expenses

4,189

7,819

12,597

1.01.08

Other Current Assets

261,360

152,209

237,104

1.02

Non-Current Assets

31,849,722

26,685,917

30,659,678

1.02.01

Long-Term Assets

6,371,380

5,379,505

4,150,291

1.02.01.03

Receivables

18,982

27,139

90,111

1.02.01.06

Deferred Taxes

854,437

998,182

1,335,620

1.02.01.07

Prepaid Expenses

27,540

17,390

29,283

1.02.01.08

Receivables from Related Parties

2,471,325

1,380,337

404,841

1.02.01.09

Other Non-Current Assets

2,999,096

2,956,457

2,290,436

1.02.02

Investments

16,959,784

13,796,654

19,583,495

1.02.03

Property, Plant and Equipment

8,432,416

7,421,164

6,889,843

1.02.04

Intangible Assets

86,142

88,594

36,049

 

 

 

 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Parent Company Financial Statements / Balance Sheet – Liabilities

 

R$ (in thousands)

Code

Description

Last fiscal year

12/31/2010

First prior fiscal year

12/31/2009

 

Second prior fiscal year

01/01/2009

2

Total Liabilities

37,368,812

34,060,028

36,769,467

2.01

Current Liabilities

5,087,912

4,122,310

6,833,966

2.01.01

Social and Labor Liabilities

108,271

89,685

75,649

2.01.02

Trade Accounts Payable

334,781

337,444

1,669,447

2.01.03

Tax Liabilities

74,967

89,880

54,716

2.01.04

Loans and Financing

2,366,347

1,851,082

2,953,018

2.01.05

Other Liabilities

1,910,991

1,481,538

1,855,759

2.01.06

Provisions

292,555

272,681

225,377

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

200,288

172,657

149,799

2.01.06.01.02

Social Security and Labor Provisions

146,175

131 ,032

105,095

2.01.06.01.04

Civil  Provisions

54,113

41,625

44,704

2.01.06.02

Other Provisions

92,267

100,024

75,578

2.01.06.02.04

Provision for Consumption and Services

92,267

100,024

75,578

2.02

Non-Current Liabilities

24,648,140

23,431,268

22,988,750

2.02.01

Loans and Financing

12,817,002

11,732,108

10,111,784

2.02.02

Other Liabilities

9,107,570

8,477,972

8,735,788

2.02.02.01

Debts with Related Parties

8,141,037

8,056,146

8,000,005

2.02.02.02

Other

966,533

421,826

735,783

2.02.04

Provisions

2,723,568

3,221,188

4,141,178

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

2,297,650

3,041,718

4,020,236

2.02.04.01.01

Tax Provisions

1,892,345

2,724,573

3,640,788

2.02.04.01.02

Social Security and Labor Provisions

36,966

0

15,308

2.02.04.01.03

Provisions for Employee Benefits

367,839

317,145

364,140

2.02.04.01.04

Civil  Provisions

500

0

0

2.02.04.02

Other Provisions

425,918

179,470

120,942

2.02.04.02.03

Provisions for Environmental and Decommissioning Liabilities

285,043

128,224

81 ,928

2.02.04.02.05

Provision for losses from associates (negative equity)

140,875

51,246

39,014

2.03

Shareholders’ Equity

7,632,760

6,506,450

6,946,751

2.03.01

Paid-up Capital Stock

1,680,947

1,680,947

1,680,947

2.03.02

Capital Reserves

30

30

30

2.03.04

Profit Reserves

6,119,798

5,444,605

4,254,572

2.03.04.01

Legal Reserve

336,190

336,190

336,190

2.03.04.04

Unrealized Profit Reserve

3,779,357

3,779,357

1,658,115

2.03.04.08

Additional Proposed Dividend

1,227,703

1,178,635

485,816

2.03.04.09

Treasury Shares

-570,176

-1 ,191 ,559

-719,042

2.03.04.10

Investment Reserve

1,346,724

1,341,982

2,493,493

2.03.05

Retained Earnings/Accumulated Losses

0

-33,417

1,011,804

2.03.08

Other Comprehensive Incomes

-168,015

-585,715

-602

Page 5 of 115

 


 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Parent Company Financial Statements / Statement of Income

 

R$ (in thousands)

Code

Description

Last fiscal year

01/01/2010 to 12/31/2010

First prior fiscal year

01/01/2009 to 12/31/2009

Second prior fiscal year

01/01/2008 to 01/01/2009

3.01

Revenue from Sales and/or Services

10,451,970

8,604,360

0

3.02

Cost of Goods Sold and/or Services Rendered

-5,791,570

-5,547,534

0

3.03

Gross Income

4,660,400

3,056,826

0

3.04

Operating  Expenses/Income

84,314

426,381

0

3.04.01

Selling Expenses

-531,095

-466,586

0

3.04.02

General and Administrative Expenses

-330,631

-322,313

0

3.04.04

Other Operating Income

120,942

1.405,341

0

3.04.05

Other Operating Expenses

-613,072

-676,248

0

3.04.06

Equity Pick-Up

1,438,170

486,187

0

3.05

Income Before Financial Result and Taxes

4,744,714

3,483,207

0

3.06

Financial Result

-2,063,221

-681,890

0

3.06.01

Financial Income

233,607

326,751

0

3.06.02

Financial Expenses

-2,296,828

-1,008,641

0

3.07

Income Before Taxes

2,681,493

2,801,317

0

3.08

Income Tax and Social Contribution

-165,117

-182,383

0

3.08.01

Current

-90,485

-270,649

0

3.08.02

Deferred

-74,632

88,266

0

3.09

Net Income of Continued Operation

2,516,376

2,618,934

0

3.11

Income/Loss for the Period

2,516,376

2,618,934

0

3.99

Earnings per Share - (in Reais)

 

 

 

3.99.01

Basic and diluted Earnings per Share

 

 

 

3.99.01.01

Common

1.72594

1.75478

0.00000

3.99.02

Basic and diluted Earnings per Share

 

 

 

3.99.02.01

Common

1.72594

1.75478

0.00000

Page 6 of 115

 


 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Parent Company Financial Statements / Statement of Comprehensive Income

 

R$ (in thousands)

Code

Description

Last fiscal year

01/01/2010 to 12/31/2010

First prior fiscal year

01/01/2009 to 12/31/2009

Second prior fiscal year

01/01/2008 to 01/01/2009

4.01

Net income/loss for the period

2,516,376

2,618,934

0

4.02

Other comprehensive income

417,700

-585,113

0

4.02.03

-Accumulated translation adjustments and foreign exchange gain of long term investment nature, net of taxes (-) R$270,229

-69,270

-618,723

0

4.02.04

Pension plans, net of taxes corresponding to R$10,838

-28,603

-3,275

0

4.02.05

Available-for sale financial assets, net of taxes corresponding to (-) R$75,520

515,573

36,885

0

4.03

Comprehensive income for the period

2,934,076

2,033,821

0

 

 

 

 

 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Parent Company Financial Statements / Statement of Cash Flows – Indirect Method

 

R$ (in thousands)

Code

Description

Last fiscal year

01/01/2010 to 12/31/2010

First prior fiscal year

01/01/2009 to 12/31/2009

Second prior fiscal year

01/01/2008 to 01/01/2009

6.01

Net cash from operating activities

2,122,538

-1,875,223

0

6.01.01

Cash generated in the operations

3,885,973

1,306,407

0

6.01.01.01

Net income for the year

2,516,376

2,618,934

0

6.01.01.02

Provision for charges on loans and financing

2,013,881

1,666,715

0

6.01.01.03

Depreciation / depletion / amortization

627,852

572,087

0

6.01.01.04

Result from the write-off and sale of assets

788

59,733

0

6.01.01.05

Equity pick up

-1,438,170

-486,187

0

6.01.01.07

Deferred income and social contribution taxes

74,632

-88,266

0

6.01.01.09

Gain/Loss with dilution of interest in subsidiary

7,450

-819,927

0

6.01.01.10

Provision for Actuarial Liabilities

2,393

-47,622

0

6.01.01.11

Provision for contingencies

232,444

91,436

0

6.01.01.12

Net monetary and exchange variations

-17,998

-2,625,095

0

6.01.01.13

Provision for losses from receivables

8,535

29,040

0

6.01.01.14

Other Provisions

-125,140

335,559

0

6.01.02

Changes on Assets and Liabilities

-1,763,435

-3,181,630

0

6.01.02.01

Receivables

-75,718

-321,750

0

6.01.02.02

Inventory

-659,980

598,805

0

6.01.02.04

Credit with subsidiaries and affiliated companies

79,256

-340,761

0

6.01.02.05

Recoverable taxes

343,877

-354,068

0

6.01.02.06

Trade Accounts Payable

-13,295

-1,027,178

0

6.01.02.07

Salaries and social charges

-53,126

14,037

0

6.01.02.08

Taxes payable

45,448

269,107

0

6.01.02.09

Taxes paid in installments - Refis

-413,657

-103,500

0

6.01.02.10

Accounts payable to subsidiaries

-4,013

106,787

0

6.01.02.11

Dividends and interest on shareholders’ equity received

370,788

299,296

0

6.01.02.12

Judicial deposits

-28,591

-702,598

0

6.01.02.13

Contingencies

-11,052

-427,355

0

6.01.02.16

Interest paid

-1,366,978

-1,073,098

0

6.01.02.17

Interest paid on swap

-18,038

    -17,000

0

6.01.02.18

Other

41,644

  -102,354

0

6.02

Net cash from investment activities

                         -4,962,075

                           3,296,424

                                          0

6.02.01

Receipt/payment of operations with derivatives

                                      0

  0

0

6.02.02

Capital decrease of subsidiary

                           234,172

                           5,948,849

                                          0

6.02.06

Investments / Advances for future capital increases

                      -3,944,867

                          -1,485,149

                                          0

6.02.07

Property, plant and equipment

                      -1,549,303

                          -1,164,430

                                          0

6.02.08

Intangible assets

                            -1,309

                                 -2,846

                                          0

6.02.09

Cash from the merger of subsidiary

                            299,232

                                         0

                                          0

6.03

Net cash from financing activities

                            76,719

                              183,723

                                          0

6.03.01

Loans and financing

                        2,663,709

                           5,946,354

                                          0

6.03.03

Financial institutions - principal

                       -1,026,195

-2,384,724

                                          0

6.03.04

Dividends and interest on shareholders’ equity

                       -1,560,795

-2,027,600

                                          0

6.03.05

Treasury shares

                                    0

-1,350,307

                                          0

6.04

Exchange variation over cash and cash equivalents

                            -1,804

-1,551

                                          0

6.05

Increase (decrease) of cash and cash equivalents

                        -2,764,622

1,603,373

                                          0

6.05.01

Opening balance of cash and cash equivalents

                         2,872,919

1,269,546

                                         0

6.05.02

Closing balance of cash and cash equivalents

                          108,297

2,872,919

                                          0

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Version: 1

 

Parent Company Financial Statements / Statement of Changes in Shareholders’ Equity – 01/01/2010 to 12/31/2010

 

R$ (in thousands)

Code

Description

Paid-in Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Accumulated Profit/Losses

Other Comprehensive Income

Shareholders’ Equity

5.01

Opening balances

1,680,947

30

5,444,605

-33,417

-585,715

6,506,450

5.03

Adjusted opening balances

1,680,947

30

5,444,605

-33,417

-585,715

6,506,450

5.04

Capital operations with shareholders

0

0

49,034

-1,856,800

0

-1,807,766

5.04.06

Dividends

0

0

0

-272,297

0

-272,297

5.04.07

Interest on shareholders’ equity

0

0

0

-356,800

0

-356,800

5.04.08

Cancelled treasury shares

0

0

-34

0

0

-34

5.04.09

Additional proposed dividends

0

0

1,227,703

-1,227,703

0

0

5.04.10

Approval of proposed dividends

0

0

-1,178,635

0

0

-1,178,635

5.05

Total comprehensive income

0

0

0

2,516,376

417,700

2,934,076

5.05.01

Net income for the year

0

0

0

2,516,376

0

2,516,376

5.05.02

Other comprehensive income

0

0

0

0

417,700

417,700

5.05.02.04

Translation adjustments for the period

0

0

0

0

-69,270

-69,270

5.05.02.08

Pension plan gain/loss

0

0

0

0

-28,603

-28,603

5.05.02.09

Available-for-sale assets

0

0

0

0

515,573

515,573

5.06

Other changes in shareholders’ equity

0

0

626,159

-626,159

0

0

5.06.01

Recording of reserves

0

0

626,159

-626,159

0

0

5.07

Closing balances

1,680,947

30

6,119,798

0

-168,015

7,632,760

Page 9 of 115

 


 

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Parent Company Financial Statements / Statement of Changes in Shareholders’ Equity – 01/01/2009 to 12/31/2009

 

R$ (in thousands)

Code

Description

Paid-in Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Accumulated Profit/Losses

Other Comprehendive Invome

Shareholders’ Equity

5.01

Opening balances

1,680,947

30

3,768,756

1,012,732

200,124

6,662,589

5.02

Prior years’ adjustments

0

0

485,816

-928

-200,726

284,162

5.02.01

IFRS adjustments

0

0

0

-24,867

0

-24,867

5.02.02

Other adjustments

0

0

0

-176,185

-602

-176,787

5.02.03

Adjustment of accumulated translation differences according to CPC 37 (R1)

0

0

0

200,124

-200,124

0

5.02.04

Additional proposed dividends

0

0

485,816

0

0

485,816

5.03

Adjusted opening balances

1,680,947

30

4,254,572

1,011,804

-602

6,946,751

5.04

Capital operations with shareholders

0

0

-657,488

-1 ,819,965

0

-2,477,453

5.04.04

Treasury shares acquired

0

0

-1,350,307

0

0

-1,350,307

5.04.06

Dividends

0

0

0

-1 ,500,000

0

-1 ,500,000

5.04.07

Interest on shareholders’ equity

0

0

0

-319,965

0

-319,965

5.04.09

Additional proposed dividends

0

0

1,178,635

0

0

1,178,635

5.04.10

Approval of proposed dividends

0

0

-485,816

0

0

-485,816

5.05

Total comprehensive income

0

0

0

2,622,265

-585,113

2,037,152

5.05.01

Net income for the period

0

0

0

2,618,934

0

2,618,934

5.05.02

Other comprehensive income

0

0

0

3,331

-585,113

-581,782

5.05.02.06

IFRS adjustments

0

0

0

3,331

0

3,331

5.05.02.08

Pension plan gain/loss

0

0

0

0

-3,275

-3,275

5.05.02.09

Available-for sale assets

0

0

0

0

36,885

36,885

5.05.02.10

Translation adjustments of the period and exchange gain investments on foreign operations

0

0

0

0

-618,723

-618,723

5.06

Other changes in shareholders’ equity

0

0

1,847,521

-1 ,847,521

0

0

5.06.01

Recording of reserves

0

0

1,847,521

-1 ,847,521

0

0

5.07

Closing balances

1,680,947

30

5,444,605

-33,417

-585,715

6,506,450

 

 

 

Page 10 of 115

 


 

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

 

Parent Company Financial Statements / Statement of Added Value

 

R$ (in thousands)

Code

Description

Last fiscal year

01/01/2010 to 12/31/2010

First prior fiscal year

01/01/2009 to 12/31/2009

Second prior fiscal year

01/01/2008 to 01/01/2009

7.01

Revenues

12,743,216

11,144,957

0

7.01.01

Sales of Goods, Products and Services

12,767,477

10,474,832

0

7.01.02

Other Revenues

-8,228

790,334

0

7.01.04

Allowance for/Reversal of Doubtful Accounts

-16,033

-120,209

0

7.02

Input Acquired from Third Parties

-6,819,206

-6,163,684

0

7.02.01

Costs of Products, Goods and Services Sold

-5,816,404

-5,178,039

0

7.02.02

Materials, Energy, Third Party Services and Other

-989,033

-958,003

0

7.02.03

Loss/Recovery of Assets

-13,769

-27,642

0

7.03

Gross Added Value

5,924,010

4,981,273

0

7.04

Retention

-627,852

-572,087

0

7.04.01

Depreciation, Amortization and Depletion

-627,852

-572,087

0

7.05

Net Added Value Produced

5,296,158

4,409,186

0

7.06

Added Value Received in Transfers

1,533,845

514,748

0

7.06.01

Equity Pick-Up

1,438,170

486,187

0

7.06.02

Financial Income

92,905

-605,519

0

7.06.03

Other

2,770

634,080

0

7.07

Total Added Value to Distribute

6,830,003

4,923,934

0

7.08

Distribution of Added Value

6,830,003

4,923,934

0

7.08.01

Personnel

837,185

702,061

0

7.08.01.01

Direct Compensation

613,139

536,268

0

7.08.01.02

Benefits

174,916

121,267

0

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

49,130

44,526

0

7.08.02

Taxes, Fees and Contributions

1,319,782

1,526,547

0

7.08.02.01

Federal

1,112,121

1,129,044

0

7.08.02.02

State

183,104

379,093

0

7.08.02.03

Municipal

24,557

18,410

0

7.08.03

Third Party Capital Remuneration

2,156,660

76,392

0

Page 11 of 115

 


 

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Parent Company Financial Statements / Statement of Added Value

 

R$ (in thousands)

Code

Description

Last fiscal year

01/01/2010 to 12/31/2010

One before last

01/01/2009 to 12/31/2009

Two before last

01/01/2008 to 01/01/2009

7.08.03.01

Interest

2,154,271

74,123

0

7.08.03.02

Rentals

2,389

2,269

0

7.08.04

Remuneration of Shareholders’ Equity

2,516,376

2,618,934

0

7.08.04.01

Interest on Shareholders’ Equity

356,800

319,965

0

7.08.04.02

Dividends

1,500,000

1,500,000

0

7.08.04.03

Retained Earnings / Accumulated Losses for the Period

659,576

798,969

0

Page 12 of 115

 


 

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Consolidated Financial Statements / Balance Sheet - Assets

 

R$ (in thousands)

Code

Description

Last fiscal year

12/31/2010

First prior fiscal year

12/31/2009

Second  prior fiscal year 01/01/2009

1

Total Assets

37,801,214

30,725,503

33,252,396

1.01

Current Assets

15,793,688

12,835,473

17,944,505

1.01.01

Cash and cash equivalents

10,239,278

7,970,791

9,151,409

1.01.03

Trade accounts Receivables

1,367,759

1,327,941

1,788,712

1.01.03.01

Accounts Receivables

1,259,461

1,186,315

1,086,557

1.01.03.02

Other Receivables

108,298

141,626

702,155

1.01.04

Inventory

3,355,786

2,605,373

3,621,249

1.01.06

Taxes Recoverable

473,787

744,774

462,141

1.01.07

Prepaid Expenses

12,997

15,814

27,945

1.01.08

Other Current Assets

344,081

170,780

2,893,049

1.02

Non-Current Assets

22,007,526

17,890,030

15,307,891

1.02.01

Long-Term Assets

5,664,879

5,977,222

4,707,749

1.02.01.01

Financial Investments Valued at Fair Value

112,484

0

0

1.02.01.03

Receivables

58,485

212,486

375,772

1.02.01.06

Deferred Taxes

1,592,941

1,957,058

1,596,905

1.02.01.07

Prepaid Expenses

115,755

105,921

125,011

1.02.01.08

Receivables from Related Parties

479,120

479,120

11,828

1.02.01.09

Other Non-Current Assets

3,306,094

3,222,637

2,598,233

1.02.02

Investments

2,103,624

321,902

1,512

1.02.03

Property, Plant and Equipment

13,776,567

11,133,347

10,071,834

1.02.04

Intangible Assets

462,456

457,559

526,796

Page 13 of 115

 


 

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Consolidated Financial Statements / Balance Sheet – Liabilities

 

R$ (in thousands)

Code

Description

Last fiscal year

12/31/2010

First prior fiscal year

12/31/2009

Second  prior fiscal year 01/01/2009

2

Total Liabilities

37,801,214

30,725,503

33,252,396

2.01

Current Liabilities

4,455,955

3,998,066

9,494,363

2.01.01

Social and Labor Liabilities

164,799

134,190

117,994

2.01.02

Trade Accounts Payable

521,156

504,223

1,939,205

2.01.03

Tax Liabilities

275,991

336,804

333,811

2.01.04

Loans and Financing

1,308,632

1,113,920

3,302,055

2.01.05

Other Liabilities

1,854,952

1,618,574

3,563,466

2.01.06

Provisions

330,425

290,355

237,832

2.01.06.01

Tax, Social Security, Labor and Civil Provisions

222,461

189,517

161,144

2.01.06.01.02

Social Security and Labor Provisions

164,839

145,806

115,041

2.01.06.01.04

Civil Provisions

57,622

43,711

46,103

2.01.06.02

Other Provisions

107,964

100,838

76,688

2.01.06.02.03

Provision for Environmental Liabilities and Decommissioning

5,887

0

0

2.01.06.02.04

Provision for Consumption and Services

102,077

100,838

76,688

2.02

Non-Current Liabilities

25,522,571

20,137,927

16,811,282

2.02.01

Loans and Financing

18,780,815

13,153,681

8,681,098

2.02.02

Other Liabilities

4,067,435

3,666,323

3,930,613

2.02.02.01

Debts with Related Parties

3,028,924

2,980,772

2,878,200

2.02.02.02

Other

1,038,511

685,551

1,052,413

2.02.03

Deferred Taxes

0

30,040

2,181

2.02.04

Provisions

2,674,321

3,287,883

4,197,390

2.02.04.01

Tax, Social Security, Labor and Civil Provisions

2,384,681

3,155,815

4,111,741

2.02.04.01.01

Tax Provisions

1,911,260

2,747,060

3,660,486

2.02.04.01.02

Social Security and Labor Provisions

82,373

73,892

69,676

2.02.04.01.03

Provisions for Employee Benefits

367,839

317,145

364,140

2.02.04.01.04

Civil Provisions

23,209

17,718

17,439

2.02.04.02

Other Provisions

289,640

132,068

85,649

2.02.04.02.03

Provision for Environmental Liabilities and Decommissioning

289,640

132,068

85,649

2.03

Consolidated Shareholders’ Equity

7,822,688

6,589,510

6,946,751

2.03.01

Paid-in Capital

                1,680,947

1,680,947

1,680,947

2.03.02

   Capital Reserves

30

30

30

2.03.04

Profit Reserves

6,119,798

5,444,605

4,254,572

2.03.04.01

Legal Reserve

336,190

336,190

336,190

2.03.04.04

Unrealized Profit Reserve

3,779,357

3,779,357

1,658,115

2.03.04.08

Additional Proposed Dividends

1,227,703

1,178,635

485,816

2.03.04.09

Treasury Shares

-570,176

-1,191 ,559

-719,042

2.03.04.11

Investment Reserve

1,346,724

1,341,982

2,493,493

2.03.05

Retained Earnings/Accumulated Losses

0

-33,417

1,011,804

2.03.08

Other Comprehensive Income

-168,015

-585,715

-602

2.03.09

Non-controlling Shareholders

189,928

83,060

0

Page 14 of 115

 


 

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Consolidated Financial Statements / Statement of Income

 

R$ (in thousands)

Code

Description

Last fiscal year

01/01/2010 to 12/31/2010

First prior fiscal year

01/01/2009 to 12/31/2009

Second prior fiscal year

01/01/2008 to 01/01/2009

3.01

Revenue from Sales and/or Services

14,450,510

10,978,364

0

3.02

Cost of Goods Sold and/or Services Rendered

-7,686,742

-7,022,119

0

3.03

Gross Income

6,763,768

3,956,245

0

3.04

Operating  Expenses/Income

-1,765,422

-395,013

0

3.04.01

Selling Expenses

-677,962

-635,784

0

3.04.02

General and Administrative Expenses

-536,857

-480,072

0

3.04.04

Other Operating Income

92,478

1,416,735

0

3.04.05

Other Operating Expenses

-643,081

-695,905

0

3.04.06

Equity Pick-Up

0

13

0

3.05

Income Before Financial Result and Taxes

4,998,346

3,561,232

0

3.06

Financial Result

-1,911,458

-246,435

0

3.06.01

Financial Income

643,140

586,025

0

3.06.02

Financial Expenses

-2,554,598

-832,460

0

3.07

Income Before Taxes

3,086,888

3,314,797

0

3.08

Income Tax and Social Contribution

-570,697

-699,616

0

3.08.01

Current

-313,371

-581,735

0

3.08.02

Deferred

-257,326

-117,881

0

3.09

Net Income of Continued Operations

2,516,191

2,615,181

0

3.11

Consolidated Income/Loss for the Period

2,516,191

2,615,181

0

3.11.01

To controlling Shareholders of the Parent Company

2,516,376

2,618,934

0

3.11.02

To non-controlling Shareholders

-185

-3,753

0

3.99

Earnings per Share - (in Reais)

 

 

 

3.99.01

Basic and diluted Earnings per Share

 

 

 

3.99.01.01

Common

1.72594

1.75478

0.00000

3.99.02

Basic and diluted Earnings per Share

 

 

 

3.99.02.01

Common

1.72594

1.75478

0.00000

Page 15 of 115

 


 

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Consolidated Financial Statements / Statement of Comprehensive Income

 

R$ (in thousands)

Code

Description

Last fiscal year

01/01/2010 to 12/31/2010

First prior fiscal year

01/01/2009 to 12/31/2009

Second prior fiscal year

01/01/2008 to 01/01/2009

4.01

Consolidated net income/loss for the period

2,516,191

2,615,181

0

4.02

Other comprehensive income

417,700

-585,113

0

4.02.03

-Accumulated translation adjustments and foreign exchange gain of long term investment nature, net of taxes (-) R$270,229

-69,270

-618,723

0

4.02.04

 - Pension plans, net of taxes corresponding to R$10,838

-28,603

-3,275

0

4.02.05

- Available-for sale financial assets, net of taxes corresponding to (-) R$75,520

515,573

36,885

0

4.03

Consolidated comprehensive income for the period

2,933,891

2,030,068

0

4.03.01

Attributed to the Company’s controlling shareholders

2,933,891

2,030,068

0

 

 

 

Page 16 of 115

 


 

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Consolidated Financial Statements / Statement of Cash Flows – Indirect Method

 

R$ (in thousands)

Code

Description

Last fiscal year

01/01/2010 to 12/31/2010

First prior fiscal year

01/01/2009 to 12/31/2009

Second prior fiscal year

01/01/2008 to 01/01/2009

6.01

Net cash from operating activities

2,482,535

-773,019

0

6.01.01

Cash generated in the operations

5,340,886

2,234,450

0

6.01.01.01

Net income of the year

2,516,191

2,615,181

0

6.01.01.02

Provision for charges on loans and financing

1,489,191

1,130,089

0

6.01.01.03

Depreciation / depletion / amortization

806,169

780,152

0

6.01.01.04

Result from the write-off and sale of assets

5,827

70,494

0

6.01.01.07

Deferred income and social contribution taxes

257,326

117,881

0

6.01.01.08

Provision for swap/forward

126,492

-88,986

0

6.01.01.09

Gain/Loss with percentage variation

0

-835,115

0

6.01.01.10

Provision for actuarial liabilities

2,393

-47,622

0

6.01.01.11

Provision for contingencies

199,558

99,157

0

6.01.01.12

Net monetary and foreign exchange variations

57,119

-2,024,573

0

6.01.01.13

Provision for losses from notes receivable

-46,675

1,527

0

6.01.01.14

Other provisions

-72,705

416,265

0

6.01.02

Variation on assets and liabilities

-2,858,351

-3,007,469

0

6.01.02.01

Receivables

143,250

-51,082

0

6.01.02.02

Inventory

-794,331

926,260

0

6.01.02.05

Taxes to offset

247,366

-313,697

0

6.01.02.06

Trade Accounts Payable

11,964

-1,137,203

0

6.01.02.07

Salaries and social charges

-36,757

15,257

0

6.01.02.08

Taxes

-101,723

263,734

0

6.01.02.09

Taxes paid in installments – Refis

-414,473

-103,775

0

6.01.02.12

Judicial deposits

-33,822

-737,041

0

6.01.02.13

Contingent liabilities

16,868

-422,375

0

6.01.02.16

Interests paid

-1,190,423

-992,280

0

6.01.02.17

Interest paid on swap

-676,163

-742,700

0

6.01.02.18

Other

-30,107

287,433

0

6.02

Net cash from investment activities

-4,635,797

-617,331

0

6.02.01

Receipt/payment from derivative operations

395,346

248,966

0

6.02.05

Net effects – equity swap

0

1,420,322

0

6.02.06

Investments

-1,370,016

-284,232

0

6.02.07

Property, plant and equipment

-3,635,911

-1,996,759

0

6.02.08

Intangible assets

-25,216

-5,628

0

6.03

Net cash from financing activities

4,650,582

1,510,476

0

6.03.01

Loans and financing

8,789,548

7,671,696

0

6.03.03

Financial institutions - principal

-2,706,982

-2,783,313

0

6.03.04

Dividends and interest on shareholders’ equity

-1,560,795

-2,027,600

0

6.03.05

Treasury shares

0

-1,350,307

0

6.03.06

Paid-in capital in subsidiaries by non-controlling shareholder

128,811

0

0

6.04

Exchange variation over cash and cash equivalents

-228,833

-1,300,744

0

6.05

Increase (decrease) of cash and cash equivalents

2,268,487

-1,180,618

0

6.05.01

Opening balance of cash and cash equivalents

7,970,791

9,151,409

0

6.05.02

Closing balance of cash and cash equivalents

10,239,278

7,970,791

0

Page 17 of 115

 


 

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Consolidated Financial Statements / Statement of Changes in Shareholders’ Equity – 01/01/2010 to 12/31/2010

 

R$ (in thousands)

Code

Description

Paid-in Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Accumulated Profit/Losses

Other Comprehensive Income

Shareholders’ Equity

Non-controlliing interest

Consolidated Shareholders’ Equity

5.01

Opening balances

1,680,947

30

5,444,605

-33,417

-585,715

6,506,450

83,060

6,589,510

5.03

Adjusted opening balances

1,680,947

30

5,444,605

-33,417

-585,715

6,506,450

83,060

6,589,510

5.04

Capital operations with Shareholders

0

0

49,034

-1,856,800

0

-1,807,766

0

-1,807,766

5.04.06

Dividends

0

0

0

-272,297

0

-272,297

0

-272,297

5.04.07

Interest on shareholders’ equity

0

0

0

-356,800

0

-356,800

0

-356,800

5.04.08

Cancelled treasury shares

0

0

-34

0

0

-34

0

-34

5.04.09

Additional proposed dividends

0

0

1,227,703

-1,227,703

0

0

0

0

5.04.10

Approval of proposed dividends

0

0

-1,178,635

0

0

-1,178,635

0

-1,178,635

5.05

Total comprehensive income

0

0

0

2,516,376

417,700

2,934,076

-185

2,933,891

5.05.01

Net income for the period

0

0

0

2,516,376

0

2,516,376

-185

2,516,191

5.05.02

Other comprehensive income

0

0

0

0

417,700

417,700

0

417,700

5.05.02.04

Translation adjustments for the period

0

0

0

0

-69,270

-69,270

0

-69,270

5.05.02.08

Pension plan gain/loss

0

0

0

0

-28,603

-28,603

0

-28,603

5.05.02.09

Available-for-sale assets

0

0

0

0

515,573

515,573

0

515,573

5.06

Other changes in shareholders’ equity

0

0

626,159

-626,159

0

0

107,053

107,053

5.06.01

Recording of reserves

0

0

626,159

-626,159

0

0

0

0

5.06.05

Non-controlliing interest

0

0

0

0

0

0

128,811

128,811

5.06.06

Non-controlling interest variation (%)

0

0

0

0

0

0

-21,758

-21,758

5.07

Closing balances

1,680,947

30

6,119,798

0

-168,015

7,632,760

189,928

7,822,688

 

 

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Version: 1

 

 

 

Consolidated Financial Statements / Statement of Changes in Shareholders’ Equity – 01/01/2009 to 12/31/2009

 

R$ (in thousands)

Code

Description

Paid-in Capital

Capital Reserves, Options Granted and Treasury Shares

Profit Reserves

Accumulated Profit/Losses

Other Comprehensive Income

Shareholders’ Equity

Non-controlliing interest

Consolidated Shareholders’ Equity

5.01

Opening balances

1,680,947

30

3,768,756

1,012,732

200,124

6,662,589

0

6,662,589

5.02

Prior years’ adjustments

0

0

485,816

-928

-200,726

284,162

0

284,162

5.02.01

IFRS adjustments

0

0

0

-24,867

0

-24,867

0

-24,867

5.02.02

Other adjustments

0

0

0

-176,185

-602

-176,787

0

-176,787

5.02.03

Adjustment of accumulated translation differences according to CPC 37 (R1)

0

0

0

200,124

-200,124

0

0

0

5.02.04

Additional proposed dividends

0

0

485,816

0

0

485,816

0

485,816

5.03

Adjusted opening balances

1,680,947

30

4,254,572

1,011,804

-602

6,946,751

0

6,946,751

5.04

Equity transactions with shareholders

0

0

-657,488

-1,819,965

0

-2,477,453

0

-2,477,453

5.04.04

Treasury shares acquired

0

0

-1,350,307

0

0

-1,350,307

0

-1,350,307

5.04.06

Dividends

0

0

0

-1,500,000

0

-1,500,000

0

-1,500,000

5.04.07

Interest on shareholders’ equity

0

0

0

-319,965

0

-319,965

0

-319,965

5.04.09

Additional proposed dividends

0

0

1,178,635

0

0

1,178,635

0

1,178,635

5.04.10

Approval of proposed dividends

0

0

-485,816

0

0

-485,816

0

-485,816

5.05

Total comprehensive income

0

0

0

2,622,265

-585,113

2,037,152

-3,753

2,033,399

5.05.01

Net income for the period

0

0

0

2,618,934

0

2,618,934

-3,753

2,615,181

5.05.02

Other comprehensive income

0

0

0

3,331

-585,113

-581,782

0

-581,782

5.05.02.06

IFRS adjustments

0

0

0

3,331

0

3,331

0

3,331

5.05.02.08

Pension plan gain/loss

0

0

0

0

-3,275

-3,275

0

-3,275

5.05.02.09

Available-for-sale assets

0

0

0

0

36,885

36,885

0

36,885

5.05.02.10

Translation adjustments of the period and exchange gain investments on foreign operations, net of taxes corresponding to (-) R$270,229

0

0

0

0

-618,723

-618,723

0

-618,723

5.06

Other changes in shareholders’ equity

0

0

1,847,521

-1,847,521

0

0

86,813

86,813

5.06.01

Recording of reserves

0

0

1,847,521

-1,847,521

0

0

0

0

5.06.04

Non-controlling interest

0

0

0

0

0

0

86,813

86,813

5.07

Closing balances

1,680,947

30

5,444,605

-33,417

-585,715

6,506,450

83,060

6,589,510


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Version: 1

 

Consolidated Financial Statements / Statement of Added Value

 

R$ (in thousands)

Code

Description

Last fiscal year

01/01/2010 to 12/31/2010

First prior fiscal year

01/01/2009 to 12/31/2009

Second prior fiscal year

01/01/2008 to 01/01/2009

7.01

Revenues

17,038,272

13,883,911

0

7.01.01

Sales of Goods, Products and Services

17,054,701

13,222,642

0

7.01.02

Other Revenues

-11,707

787,212

0

7.01.04

Allowance for/Reversal of Doubtful Accounts

-4,722

-125,943

0

7.02

Input Acquired from Third Parties

-8,272,938

-7,522,577

0

7.02.01

Costs of Products, Goods and Services Sold

-6,950,839

-6,102,329

0

7.02.02

Materials, Energy, Third Party Services and Other

-1,304,238

-1,390,533

0

7.02.03

Loss/Recovery of Assets

-17,861

-29,715

0

7.03

Gross Added Value

8,765,334

6,361,334

0

7.04

Retention

-806,169

-780,152

0

7.04.01

Depreciation, Amortization and Depletion

-806,169

-780,152

0

7.05

Net Added Value Produced

7,959,165

5,581,182

0

7.06

Added Value Received in Transfers

-123,989

743,444

0

7.06.01

Equity Pick-Up

 

13

0

7.06.02

Financial Income

-128,069

102,546

0

7.06.03

Other

4,080

640,885

0

7.07

Total Added Value to Distribute

7,835,176

6,324,626

0

7.08

Distribution of Added Value

7,835,176

6,324,626

0

7.08.01

Personnel

1,325,117

1,022,844

0

7.08.01.01

Direct Compensation

996,392

796,990

0

7.08.01.02

Benefits

254,569

167,570

0

7.08.01.03

Government Severance Indemnity Fund for Employees (FGTS)

74,156

58,284

0

7.08.02

Taxes, Fees and Contributions

2,189,740

2,332,129

0

7.08.02.01

Federal

1,800,382

1,840,427

0

7.08.02.02

State

355,556

463,497

0

7.08.02.03

Municipal

33,802

28,205

0

7.08.03

Third Party Capital Remuneration

1,804,128

354,472

0

7.08.03.01

Interest

1,781,498

346,728

0

7.08.03.02

Rentals

22,630

7,744

0


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Consolidated Financial Statements / Statement of Added Value

 

R$ (in thousands)

Code

Description

Last fiscal year

01/01/2010 to 12/31/2010

First prior fiscal year

01/01/2009 to 12/31/2009

Second prior fiscal year

01/01/2008 to 01/01/2009

7.08.04

Remuneration of Shareholders’ Equity

2,516,191

2,615,181

0

7.08.04.01

Interest on Shareholders’ Equity

356,800

319,965

0

7.08.04.02

Dividends

1,500,000

1,500,000

0

7.08.04.03

Retained Earnings / Accumulated Losses for the Period

659,576

798,969

0

7.08.04.04

Non-controlling Interest in Retained Earnings

-185

-3,753

0


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Version: 1

 

(In thousands of Reais, unless otherwise stated)

 

1.     OPERATIONS

 

Companhia Siderúrgica Nacional is a Corporation, established on April 9, 1941, in accordance with Brazilian laws (Companhia Siderúrgica Nacional and its subsidiaries and jointly-owned subsidiaries, jointly called "CSN" or “Company”).

 

CSN is a Company which holds shares listed on the São Paulo Stock Exchange (IBOVESPA index) and on the New York stock Exchange (NYSE), reporting its information on the Brazilian Securities and Exchange Commission (CVM) and on the Securities and Exchange Commission (SEC).

 

The main operating activities of CSN are divided in 5 segments:

 

Steel:

 

Its main industrial complex is the Presidente Vargas Steelworks (“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, metal packaging and galvanized steel, with operations in Brazil, the United States and Portugal, aiming at gaining markets and ensuring excellent services to end consumers. Additionally, it operates in the home appliances, construction and the automobile segments.

 

Mining:

 

The iron ore production is developed in the city of Congonhas, in the State of Minas Gerais. CSN also explores limestone and dolomite in the branches in the State of Minas Gerais and tin in the State of Rondônia, in order to meet the needs of UPV and the surplus raw materials are traded with subsidiaries and third parties. CSN holds the concession to operate TECAR, a solid bulk terminal, one of the four terminals of the Itaguaí Port, located in the city of Rio de Janeiro. Coal and coke are imported through this terminal.

 

Cement:

 

The Company started in the cement market boosted by the synergy among this new activity and its already existing businesses. A new business unit has been set up beside Presidente Vargas Mill, city of Volta Redonda, State of Rio de Janeiro): CSN Cimentos, which is already producing CP-III cement, uses the scrap produced from blast furnaces of Volta Redonda Plant itself. Currently, clinker used in cement production is bought from third parties, however, it will be manufactured by CSN Cimentos  in 2011, upon the conclusion of the first stage of the plant in Arcos (MG), where CSN also has a limestone mine. 

 

Logistics:

 

Railways:

 

CSN holds interest in two railway companies: MRS Logística, which operates the former Southeast Network of Rede Ferroviária Federal S.A. and Transnordestina Logística, which operates the RFFSA’s former Northeast Network, in the states of Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas.

 

Ports:

 

The Company operates two terminals in the State of Rio de Janeiro: the Terminal for Solid Bulk (Tecar) and the Terminal for Containers (Sepetiba Tecon), in the Port of Itaguaí. Located in Sepetiba bay, which has a privileged road, rail and sea access.

 

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In Tecon, is performed the flow of CSN’s steel products, movement of containers, cargo storage, consolidation and deconsolidation.

 

Energy:

 

The Company is one the largest consumers of industrial electricity of Brazil; its consumption is equivalent to the Federal District as a whole. As energy is essential in its productive process, the Company has invested in electricity generation assets to ensure its self-sufficiency.

 

For further details on strategic investments related to the Company’s segments, please refer to Notes 12, 13 and 28, in the Segment Information.

 

2.     SUMMARY OF MAIN ACCOUNTING POLICIES AND PRACTICES

 

(a)      Preparation basis

 

The consolidated financial statements were prepared and presented in accordance with the accounting practices adopted in Brazil, including the pronouncements issued by the Committee of Accounting Pronouncements (CPCs).

 

The consolidated financial statements were prepared and presented in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board.

 

These being the first financial statements presented in accordance with CPC and IFRS by the Company. The main differences between the accounting practices previously adopted in Brazil (former BR GAAP) and CPCs/IFRS, including reconciliations of shareholders’ equity and income statement of the year, are described in Note 4.2, 4.3 and 4.4.

 

The financial statements of the parent Company were prepared according to the accounting practices adopted in Brazil, issued by Brazilian Accounting Pronouncements Committee (CPC), and accompany the consolidated financial statements.

 

The preparation of the financial statements in accordance with IFRS and CPC requires the use of certain critical accounting estimates and also the judgment by the Company’s management team in the process to apply the Company’s accounting policy. Those parts requiring a higher judgment level and having greater complexity, as well as the parts where assumptions and estimates are significant to the consolidated financial statements, are being disclosed on the notes to this report, and are related to the allowance for doubtful accounts,provision for inventory losses, provision for labor liabilities civil, tax, environmental and social insurance, depreciation, amortization, depletion, provision for reducing the amount recoverable, deferred taxes, financial instruments and benefits employees. Actual results could differ from those estimates

 

Accounting statements are presented in thousands of reais (R$). Depending on applicable IFRS rule, the measurement criterion used in the preparation of the financial statements considers historical cost, net value of realization, fair value, or recovery value. When IFRS and CPCs allow for the option between acquisition cost or other measurement criterion (for instance, systematic remeasurement), the acquisition cost criterion is used.  

 

The parent Company and consolidated accounting statements were approved by the Board of Directors as of March 22, 2011.

 

(b)      Consolidated financial statements

 

The accounting practices have been considered on a uniform basis to all consolidated companies.

 

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The consolidated financial statements in the years ended on December 31, 2009 and 2010 include the following subsidiaries, associates and jointly-owned subsidiaries, both direct and indirect ones, in addition to exclusive funds Diplic and Mugen, as stated below:

 

·                     Companies

 

 

  Interest in the
capital stock (%) 
 
   
Companies  2010  2009  Main activity 
Direct interest: full consolidation       
CSN Islands VII  100.00  100.00  Financial operations 
CSN Islands VIII  100.00  100.00  Financial operations 
CSN Islands IX  100.00  100.00  Financial operations 
CSN Islands X  100.00  100.00  Financial operations 
CSN Islands XI  100.00  100.00  Financial operations 
CSN Islands XII  100.00  100.00  Financial operations 
Tangua  100.00  100.00  Financial operations 
International Investment Fund  100.00  100.00  Holding Company and financial operations 
CSN Minerals (1)  100.00  100.00  Holding Company 
CSN Export  100.00  100.00  Financial operations, sale of products and Holding Company 
CSN Metals (2)  100.00  100.00  Holding Company and financial operations 
CSN Americas (3)  100.00  100.00  Holding Company and financial operations 
CSN Steel  100.00  100.00  Holding Company and financial operations 
TdBB S.A  100.00  100.00  Inactive Company 
Galvasud - absorbed on 01/29/2010    99.99  Steelmaking 
Sepetiba Tecon  99.99  99.99  Port services 
Mineração Nacional  99.99  99.99  Mining and Holding Company 
CSN Aços Longos  99.99  99.99  Production and sale of steel and/or metallurgical products 
Florestal Nacional (4)  99.99  99.99  Reforestation 
Estanho of Rondônia - ERSA  99.99  99.99  Tin mining 
Cia Metalic Nordeste  99.99  99.99  Packaging production and distribution of steel products 
Companhia Metalúrgica Prada  99.99  99.99  Packaging production and distribution of steel products 
CSN Cimentos  99.99  99.99  Production of cement 
Inal Nordeste  99.99  99.99  Steel product service center 
CSN Gestão of Recursos Financeiros  99.99  99.99  Inactive Company 
Congonhas Minérios  99.99  99.99  Mining and Holding Company 
CSN Energia  99.99  99.90  Electricity trading 
Transnordestina Logística  76.45  84.34  Railway logistics 
Special partnership - Closed on 11/30/2010    39.47  Holding Company 
Indirect interest: full consolidation       
CSN Aceros  100.00  100.00  Holding Company 
CSN Cayman - closed on 08/31/2010    100.00  Financial operations, sale of products and Holding Company 
CSN IRON - closed on 01/31/10    100.00  Financial operations and Holding Company 
Companhia Siderurgica Nacional LLC  100.00  100.00  Steelmaking 
CSN Europe (5)  100.00  100.00  Financial operations, sale of products and Holding Company 
CSN Ibéria  100.00  100.00  Financial operations and Holding Company 
CSN Portugal (6)  100.00  100.00  Financial operations and sale of products 
Lusosider Projectos Siderúrgicos  100.00  100.00  Holding Company 
Lusosider Aços Planos  99.94  99.94  Steelmaking and Holding Company 
CSN Acquisitions  100.00  100.00  Financial operations and Holding Company 
CSN Resources (7)  100.00  100.00  Financial operations and coporate interests 
CSN Finance UK Ltd  100.00  100.00  Financial operations and Holding Company 
CSN Holdings UK Ltd  100.00  100.00  Financial operations and Holding Company 
Energy I - closed on 08/31/2010    99.99  Holding Company 
Itamambuca Participações  99.99  99.99  Mining and Holding Company 
Special partnership - closed on 11/30/2010    60.53  Holding Company 
Direct interest: proportional consolidation       
Nacional Minérios (NAMISA)  59.99  59.99  Mining and Holding Company 
Itá Energética  48.75  48.75  Electricity generation 
MRS Logística  22.93  22.93  Railway logistics 
Consortium of Igarapava Hydroelectric Plant  17.92  17.92  Electricity consortium 
Aceros Del Orinoco  22.73  22.73  Dormant company 
Indirect interest: proportional consolidation       
Namisa International Minerios SLU  60.00  60.00  Holding Company and sale of products and ore (subsidiary of Nacional Minérios) 
Namisa Europe  60.00  60.00  Holding Company and sale of products and ore (subsidiary of Nacional Minérios) 
Pelotização Nacional - absorbed on 12/30/2010    59.99  Mining and Holding Company (subsidiary of Nacional Minérios) 
MG Minérios - absorbed on 12/30/2010    59.99  Mining and Holding Company (subsidiary of Nacional Minérios) 
MRS Logística  10.34  10.34  Rail transport 
Aceros Del Orinoco  9.08  9.08  Dormant company 

 

(1)   New corporate name of CSN Energy, changed as of December 15, 2010.

(2)   New corporate name of CSN Overseas, changed as of December 15, 2010.

(3)   New corporate name of CSN Panamá, changed as of December 15, 2010.

(4)   New corporate name of Itaguaí Logística, changed as of December 27, 2010.

(5)   New corporate name of CSN Madeira, changed as of January 8, 2010.

(6)   New corporate name of Hickory, changed as of January 8, 2010.

(7)   New corporate name of CSN Cement, changed as of June 18, 2010.

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·                     Exclusive funds

 

 

  Interest in the
capital stock (%) 
 
   
Specific purpose companies  2010  2009  Main activities 
Direct interest: full consolidation       
DIPLIC - Multimarket investment fund  100.00  100.00  Investment fund 
Mugen - Multimarket investment fund  100.00  100.00  Investment fund 

 

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

 

·                     Unrealized gains in transactions with subsidiaries, jointly-owned subsidiaries and affiliated are eliminated according to CSN’s share in the consolidation process. Unrealized losses are eliminated in the same way as unrealized gains, however only if there is no reduction to the recovery value (impairment). The reference date of the financial statements of the subsidiaries, affiliated companies and jointly-owned subsidiaries is the same as of the parent Company, and its accounting policies are in line with the policies adopted by the Company

 

·                     Subsidiaries

 

Subsidiaries are considered all entities (including special-purpose entities), whose financing and operating policies may be carried out by the Company, where usually there is a share ownership of more than a half of voting rights. The existence and the effect of potential voting rights, which are currently exercisable or convertible, are take into consideration by evaluation IF the Company controls other entity. Subsidiaries are fully consolidated as of the date when the control is transferred to the Company and are no longer consolidated as of the date when the control ends.

 

·                     Affiliated Companies

 

Affiliated companies are all entities where the Company holds a significant influence, but not the control, usually jointly with a share ownership of 20% to 50% from voting rights. Investments in affiliated companies are accounted for by the equity method and initially are recognized by their cost value. Company's investment in affiliated companies includes goodwill recognized from the business acquisition, plus the investor’s share at retained post-acquisition profits and other changes in net asset value, reduced by any accumulated impairment loss.

 

·                     Jointly-owned subsidiaries

 

The financial statements of jointly-owned subsidiaries are included in the consolidated financial statements as of the date when the shared control starts until the date it no longer exists. The jointly –owned subsidiaries are consolidated proportionally.

 

·                     Parent Company financial statement

 

In the parent Company financial statements, the subsidiaries and jointly-owned subsidiaries are accounted for by the equity method. The same adjustments are made both in the parent Company financial statements to the consolidated financial statements. Considering CSN, accounting practices adopted in Brazil applied in the parent Company financial statements are different from IFRS applicable to the separated financial statements, only through the investments in subsidiaries and affiliated companies by the equity method of accounting while according to IFRS it would be cost or fair value.

 

 

 

 

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(c)      Foreign currencies

 

·                     Functional and presentation currency

 

Items included in the financial statements of each one of the Company’s subsidiaries are measured using the currency of the main economic environment, where each subsidiary operates (“functional currency”). Consolidated financial statements are presented in R$, which is the Company’s functional currency and, also, the Group’s presentation currency.

 

·                     Transactions and balances

 

Foreign currency operations are converted into the functional currency, using foreign exchange rates effective on the transaction or evaluation dates, when items are remeasured.  Exchange gains and losses resulting from the settlement of these transactions and the conversion by foreign exchange rates as of December 31, 2010, related to monetary assets and liability in foreign currencies, are recognized on the statement of income, except when deferred on shareholders’ equity as qualified cash flow hedge operations and qualified net investment hedged operations.

 

Balance accounts are translated by the exchange rate as of the balance sheet date, US$1 being equal to R$1.6662 as of December 31, 2010 (R$1.7412 as of December 31, 2009). EUR 1 being equal to R$ 2.2280 (R$2,5073 as of December 31, 2009) e JPY 1 being equal to R$0,0205 (R$0,0188 as of December 31, 2009).

 

 

All other exchange gains and losses, including exchange gains and losses related to loans, cash and cash equivalents are presented on the statement of income as income or financial expense.

 

Changes to fair value of monetary securities in foreign currency, classified as available for sale, are split into foreign exchange variations related to the security`s amortized cost and other variations to the security’s book value are registered under shareholders’ equity. 

 

Exchange variations from non-monetary financial assets and liabilities, for instance, investments in shares classified as measured to fair value through income statement, are recorded under income statement as part of fair value gain or loss. Exchange variations of non-monetary financial assets, for example, investments in shares classified as available for sale, are included on other comprehensive income under shareholders’ equity.

 

·                     Group Companies

 

The results and financial position of all of the Group’s entities (none of them has currency from a hyperinflationary economy), whose functional currency is different from the presentation currency, are converted into the presentation currency, as follows:

 

·         Assets and liabilities from each balance sheet presented are translated by the closing rate on the balance sheet date.

 

·         Revenues and expenses from each income statement are translated by average exchange rates (unless this average is not a reasonable rounding to the cumulative effect of rates in force on the operations date, and, in such case, revenues and expenses are converted by the rate on the operations dates); and 

 

·         All resulting exchange rate differences are registered as a separate component under other comprehensive income.

 

Under the consolidation, exchange rate differences resulting from the conversion of monetary items with characteristics of the net investment in foreign operations are recorded under shareholders equity. When an operation overseas is partially disposed of or sold, exchange rate differences previously registered under other comprehensive income are recorded in income statement as part of gain or loss on sale.

 

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(d)      Cash and cash equivalents

 

Cash and cash equivalents include cash, bank deposits and other short-term investments of immediate liquidity, redeemable in up to 90 days from the balance sheet dates, immediately convertible into cash and with an insignificant risk of change in their market value. Deposit certificates that may be redeemed at any time without penalties are considered cash equivalents.

 

(e)      Trade accounts receivable

 

Trade accounts receivable are recorded at the invoiced amount, including the respective taxes and ancillary expenses and credits from clients in foreign currency corrected at the exchange rate as of the date of the financial statements. The allowance for doubtful accounts was recorded in an amount considered enough to support possible losses. Management’s assessment takes into account the client’s history, the financial situation and the opinion of our legal advisors regarding the receipt of these credits for the recording of this provision.

 

(f)       Inventories

 

These are recorded at the lowest value between the cost and the net realizable value. The average weighted cost method is used in the acquisition of raw materials. Cost of both finished and under preparation products consists of raw material, labor, other direct costs (based on the normal production capacity). Net realization value is the sale price estimated on the normal course of business, net of estimated conclusion costs and estimated costs necessary to carry on the sale.

 

(g)      Investments

 

Investments in subsidiaries, jointly-owned subsidiaries and associated companies are recorded and measured by the equity accounting method and recognized initially by the cost. The gains and losses are recognized in income for the period as operating income (or expenses) in the parent Company financial statements. In the case of exchange variation of investment abroad whose functional currency is different to the Company’s currency, variations in the amount of investments deriving solely from the exchange variation are recorded in the equity cumulative translation adjustment account, in the Company’s shareholders’ equity, and are only reclassified to income statement when the investment is sold or written-off by loss. Other investments are recorded and held at cost, or fair value.

When necessary, the accounting practices of the subsidiaries and jointly-owned subsidiaries are adjusted to ensure criteria, consistency and uniformity with the practices adopted by the Company.

 

(h)      Property, plant and equipment

 

Recorded by acquisition, formation or construction costs, net of accumulated depreciation or depletion and impairment. Depreciation is computed under the straight-line method based on the economic useful life remaining of the related assets according to note 14, and depletion of mines is calculated based on the amount of iron ore extracted, and plots of land are not depreciated as they are considered as undefined useful life. The Company records in the book value of property, plant, and equipment, the cost, replacing the part of the item which is substituting, if it is probable that future economic benefits incorporated therein will be reverted to the Company, and if the asset cost may be estimated in a reliable manner. All other expenses are registered to the expense account when incurred. Interest costs  are capitalized until these projects are concluded.

 

If some components of the assets from property, plant and equipment have different useful lives, these components are depreciated as a different item from property, plant and equipment.

 

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Gains and losses from disposal are determined by the comparison of the sale value less the residual value and are registered in “other operating income/expenses”.

 

Development costs of new iron ore fields or to expand the capacity of operating mines are capitalized and amortized by the method of units produced (extracted) based on probable and proven ore amounts. Exploration expenditures are deemed as expenses until the mining activity is made feasible; after this period, the subsequent development costs are capitalized.

 

(i)       Intangible assets

 

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

 

These assets are recorded at the acquisition or formation cost, less amortization calculated through the straight-line method based on exploitation or recovery terms.

Intangible assets with undefined useful lives, as well as goodwill for expected future profitability, are no longer amortized.

 

·       Goodwill

 

Goodwill is represented by the positive difference between paid and/or payable value for the purchase of a business and the net amount of fair value of assets and liabilities of the subsidiary acquired. The goodwill from acquisitions of subsidiaries is recorded as intangible assets in the consolidated financial statements. In the parent Company financial statements the goodwill is recorded as investments. Negative goodwill is recorded as gain in the result for the period, on the acquisition date. Goodwill is annually tested to verify impairment losses. Gains and losses from the disposal of a Cash Generating Units (CGU) include goodwill book value relating to the CGU sold.

 

Goodwill is allocated to Cash Generating Units (CGUs) for the purpose of impairment test. The allocation is made for Cash Generating Units or groups of Cash Generating Units, that should benefit from the business combination of which goodwill was originated, and are not a bigger unit as compared to the operational segment.

 

·       Software

 

Software licenses acquired are capitalized based on incurred costs to buy software and when they are ready to be used. These costs are amortized under the straight-line method during the estimated economic useful life.

 

(j)       Impairment of non-financial assets

 

Assets with an undefined useful life, such as goodwill, are not subject to amortization and are tested on an annual basis to verify impairment. Assets subject to amortization are reviewed to verify impairment whenever events or changes to circumstances show that book value may not be recoverable. Impairment loss is accounted for by book value of the asset exceeds its recoverable value. For purposes of impairment evaluation, assets are divided into the lowest levels to which there are identifiable positive cash inflows separately (Cash Generating Units (CGU)). Non-financial assets, except goodwill, which have been impaired, are subsequently reviewed to analyze a possible impairment reversal on the report presentation date.

 

 

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(k)      Employee Benefits

 

i.     Employee benefits

 

Defined contribution plans

 

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contribution to a separate entity (social security plan) and it will have no legal or constructive liability to pay additional values. Liabilities for contributions to defined contribution pension plans are accounted for as employee benefit expenses to the income statement in the periods where services are provided by employees. Contributions paid in advance are recorded as an asset upon the cash repayment condition or the decrease in future payments is available. Contributions to a defined contribution plan whose maturity is expected for 12 months after the final period where the employee provides the service are discounted to their present values.   

 

Defined benefit plans

 

 A defined benefit plan is a post-employment benefit plan other than the defined contribution plan. The Company`s net liability as to defined benefit pension plans is individually calculated to each plan through the value estimate of the future benefit employees accounted for as return by services provided for in the current period and previous periods; that benefit is brought  to its present value. Any costs of unregistered previous services and fair values of any plan assets are discounted.  Discount rate is the return shown on the presentation date of the financial statements to first-tier debt securities, whose maturity dates are close to the Company’s debt conditions and that are denominated in the same currency in which benefits are expected to be paid. The calculation is made on an annual basis by a qualified actuary through the project unit credit method. When calculation results in a benefit to the Company, asset to be recorded is limited to total of any unregistered previous services costs and the present value of economic benefits available as future refund of the plan or decrease in future contribution to the plan. In order to calculate present value of economic benefits, a consideration is given to any minimum costing requirements applied to any plan in the Company. An economic benefit is available to the Company if it is realizable during the plan’s life, or in the settlement of the plan liabilities.

 

When benefits of a plan are increased, the increased benefit portion relating to employee’s previous service is registered in the income statement by the straight-line method during the average period until benefits become vested. Under the condition that benefits become immediately vested, expense is instantly recorded under income statement.

 

The Company chose to account for all actuarial gains and losses resulting from defined benefit plans directly in other comprehensive income. 

 

ii.    Profit sharing and  incentive compensation

 

Profit sharing of employees is subject to achieving certain operating and financial targets, mainly allocated to the production cost when applicable and to general and administrative expenses.

 

 

(l)       Provisions

 

Provisions are registered when: (i) the Company has a present liability either legal or acquired resulting from past events, (ii) it is likely to have a future disbursement to settle a present liability, and (iii) when the value may be estimated with reasonable safety. Provisions are determined by discounting future cash flows expected based on a discount rate before taxes that shows a market valuation of the cash value in time and, where appropriate, specific liability risks. The liability increase due to time is recorded as financial expense.

 

 

 

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(m)     Concessions

 

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

 

(n)      Capital Stock

 

Common shares are classified under shareholders’ equity. 

 

Additional costs directly attributed to the issue of new shares or options are stated in shareholders’ equity as a deduction of the amount raised, net of taxes.

 

When any Company of the Group buys shares from the Company’s capital stock (treasury shares), the value paid, including any additional costs directly chargeable (net of income tax), is decreased from the shareholders’ equity ascribed to the Company’s shareholders until shares are cancelled or issued again. When these shares are subsequently issued again, any amount received, net of any additional costs of the transaction, directly chargeable and respective income tax and social contribution effects, it is included in the shareholders’ equity ascribed to the Company’s shareholders. 

 

(o)      Operating revenue

 

The revenue from the sale of goods in the normal course of operations is measured at the fair value of the consideration received or receivable The operating revenue is recognized when there is persuasive evidence that the significant risks and rewards incidental to the ownership of the goods have been transferred to the buyer; it is probable that future economic benefits will flow to the entity, that the associated costs and the possible return of goods can be measured reliably; the entity does not retain continuing involvement with the goods sold and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be reliably measured, then such discounts are recognized as a reduction of operating revenue as sales are recognized. Service revenue is recognized when services are rendered.

 

The transfer of risks and rewards is determined by the individual terms of the contract of sale. For export sales, the transfer of risks and rewards of ownership depend on the terms of delivery set out in the incoterms governing the contract.

 

(p)      Financial income/expenses

 

Financial income includes interest income on funds invested funds (including financial assets available for sale), dividend income (except for dividends received from investees stated under the equity method in the parent Company), gains on sale of financial assets available for sale, gains and losses arising from the change in the fair value of financial assets measured at fair value through profit or loss, and gains on hedging derivatives that are recognized in income. Interest income is recognized in income (loss) using the effective interest method. Dividend income is recognized in income when the Company’s right to receive the dividend is established. The dividend distributions received from investees recorded under the equity method reduce the investment amount.

 

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

 

Exchange gains and losses are reported on a net basis.

 

 

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(q)      Income tax and social contribution

 

Income tax is calculated at the rate of 15%, plus a surtax of 10% on taxable income exceeding R$240, whereas social contribution is calculated at the rate of 9% on taxable income. Tax losses can offset against future taxable income, limited to 30% of taxable income for the year.


Income tax and social contribution expense comprises current and deferred tax.  Current and deferred taxes are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity. 

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted, at the reporting date, and any adjustment to tax payable in respect of previous years. 

 

Deferred taxation is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts.  Deferred taxation is not accounted for on the following temporary differences: the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, and differences related to investments in subsidiaries and controlled entities when it is probable that they will not be reversed in the foreseeable future. In addition, deferred tax liability is not recognized for taxable temporary differences resulting in the initial recognition of goodwill. Deferred taxation is calculated using the rates that are expected to apply to the temporary differences when they are reversed, based on the laws that were enacted or substantively enacted until the financial statement reporting date.

 

Deferred tax assets and liabilities may be netted if there is a legal right to offset the current tax asset and liability amounts and they relate to the same taxing authority.

 

A deferred income tax and social contribution asset is recognized by unused tax losses, tax credits and deductible temporary differences when it is probable that future income subject to taxation will be available and against which they will be used.

 

Deferred income tax and social contribution assets are reviewed at each reporting date and will be reduced as their realization is no longer probable.

 

(r)       Earnings per share

 

Earnings per share is calculated through the net income for the year attributable to the Company’s controlling interests and the weighted average of the common shares outstanding in the respective period. Diluted earnings per share is calculated through the said average of the outstanding shares, adjusted by instruments potentially convertible into shares, with a diluting effect, in the reporting periods. The Company does not have instruments potentially convertible into shares and, consequently, diluted earnings per share are equal to basic earnings per share.

 

(s)      Environmental costs and restoration of areas

 

The Company recognizes a provision for recovery costs and fines when a loss is probable and the amounts of related costs can be reliably determined. Usually, a provision in the amount to be used in the recovery in the amount is recorded until the feasibility study is completed or the commitment to a formal action plan is fulfilled.

 

Expenses related to compliance with environmental regulations are charged to income (loss) or capitalized, as appropriate. The capitalization is considered as appropriate when the expenses refer to items that will continue to benefit the Company and that are basically pertinent to the acquisition and installation of equipment to control pollution and/or prevention.

 

 

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(t)       Research and development

 

All these costs are recognized in the statement of income when incurred, except when meet the criteria for capitalization. Expenses on the research and development of new products for the year ended December 31, 2010 was R$4,314 (R$2,515 in 2009).

 

(u)      Financial instruments

 

i)              Classification

 

Financial assets are classified in the following categories: measured at fair value through profit and loss, loans and receivables, held to maturity and available for sale. The classification depends on the purpose for which the financial assets were acquired. The Company’s Management sets forth the classification of its financial assets at the initial recognition.

 

·         Financial assets measured at fair value through profit and loss

 

Financial assets measured at fair value through profit and loss are financial assets held for active and frequent trading. Derivatives are also categorized as held for trading and, therefore, are classified in this category, unless they have been recorded as protection hedge and cash-flow hedge instruments. Assets in this category are classified as current.

 

·         Loans and receivables

 

This category includes loans granted and receivables that are non-derivative financial assets with fixed payment or to be established, not priced at an active market. They are included as current assets, except those with a maturity term greater than 12 months after the balance sheet date (these are classified as noncurrent assets). Loans and receivables comprise loans to associated companies, trade accounts receivable, other accounts receivable and cash and cash equivalents, excluding short-term investments. Cash and cash equivalents are measured at fair value. Loans and receivables are accounted for at the amortized cost, using the effective interest rate method.

 

·         Financial assets held to maturity

 

They are basically financial assets acquired with the financial purpose and ability to be held in portfolio until maturity. Investments held to maturity are initially recognized at fair value plus any directly attributable transaction costs. After initial recognition, are measured at amortized cost using the effective interest method, decreased by any loss on the impairment.

 

·         Financial assets available for sale

 

These are non-derivative financial assets, designated as available for sale, that are not classified in any other category. They are included in noncurrent assets when they are the Company’s strategic investments, unless Management intends to dispose of the investment within 12 months after the balance sheet date. Financial assets available for sale are recorded at fair value.

 

ii)             Recognition and Measurement

 

Regular way purchases and sales of financial assets are recognized on the trade date, i.e., on the date Company undertakes to buy or sell the asset. The investments are initially recognized at fair value, plus transaction costs for all the financial assets not classified at the fair value through profit or loss. Financial assets at fair value through profit or loss are initially recognized at their fair value and transaction costs are expensed in the income statement. Financial assets are written off when the rights to receive cash flow from the investments expire or are transferred; in the latter case, provided that the Company has transferred significantly all the risks and rewards of the ownership. Financial assets available for sale and the financial assets measured at fair value through profit or loss are subsequently recognized at fair value. Loans and receivables are accounted for at amortized cost, using the effective interest rate method. Gains or losses arising from changes in the fair value of financial assets measured at fair value through profit (loss) are presented in the income statement in financial income in the period when they occur.

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Revenue from dividends of financial assets measured at fair value through profit or loss is recognized in the income statement as part of other financial income, when the Company’s right to receive the dividends is established.

 

The changes in the fair value of financial assets denominated in foreign current and classified as available for sale, are divided between the conversion differences resulting from the changes in the amortized cost of the financial assets and other changes in the financial assets’ carrying amount. The exchange rate changes in financial assets are recognized in income (expenses). The exchange rate changes in non-financial assets are recognized in income (expenses). The changes in the fair value of financial and non-financial assets, classified as available for sale are recognized in other comprehensive income.

 

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

 

The fair value of publicly quoted investments is based on current purchase prices. If the market of a financial asset (and bonds not listed on the stock exchange) is not active, the Company establishes fair value through valuation techniques. These methods include the use of transactions recently contracted with third parties, reference other instruments that are substantially similar and an analysis of discounted cash flows and option pricing models that optimize the use of market generated information and minimize the use of information provided by the Company's management.

 

The Company measures at the balance sheet date if there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of available-for-sale bonds, a significant or long decrease in the fair value to below its cost value is an indicator that it is impaired. If there is any evidence of impairment of available-for-sale financial assets, the cumulative loss measured as the difference between cost of purchase and the current fair value, less any impairment loss for the financial asset previously recorded in income, is transferred from shareholders' equity and recognized in the income statement. Impairment losses recognized in equity’s instruments are not reversed through the income statement

 

·         Offsetting financial instruments

 

A financial asset and a financial liability is offset and the net amount presented in the balance sheet when an entity has a legally enforceable right to set off the recognized amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

 

·                 Impairment of financial assets

 

Assets measured at the amortized cost

 

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

 

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The criteria CSN uses to determine if there is objective evidence of impairment loss include:

 

·       relevant financial difficulty of the issuer or debtor;

 

·       A contract breach, such as default or arrears in interest or principal payments;

 

·       the issuer, for economic or legal reasons related to the financial difficulty of the borrower, guarantees the borrower a concession that the creditor would not consider;

 

·       it is likely that the borrower will undergo bankruptcy or another financial reorganization;

 

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

 

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

 

- Adverse change in the payment situation of the borrowers in the portfolio;

- National or local economic conditions that relate to the default on the portfolio’s assets.

 

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

 

If, in a subsequent period, the impairment loss is reduced and the reduction can be objectively related to an event that occurred after the impairment was recognized (an improvement in the debtor’s credit classification), the reversal of the impairment will be recognized in the consolidated income statement.

 

Assets classified as available for sale

 

At the end of each reporting period, CSN assesses whether there is objective evidence of a deteriorated financial asset or group of financial assets. For debt notes, CSN utilizes the criteria mentioned in (a) above. In the case of equity instruments (shares) classified as available for sale, a material or extended drop in the fair value of the asset below its cost is also evidence that assets are deteriorated. Should any such evidence exist for financial assets available for sale, the accumulated loss - measured as the difference between the acquisition cost and its current fair value, less any impairment over the financial asset previously recorded as loss, will be reclassified from equity and recognized in the consolidated income statement. If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases, and such increase can be objectively related to an event occurred after the impairment was recognized as loss, the impairment loss is reverted through the consolidated income statement.

 

 

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iii)            Derivative instruments and hedge activities

 

·         Foreign exchange gain of long term investment nature

 

Any gain or loss of the  instrument related to the effective hedge portion is recognized in capital stock. The gain or loss related to the non-effective portion is immediately recognized in the statement of income under “Other net gains (losses)”.

 

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

 

·         Derivatives measured at fair value through profit and loss

 

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

 

(v)      Information by segment

 

An operational segment is a Group component committed to the business activities, from which it can obtain revenues and incur in expenses, including revenues and expenses related to transactions with any other Group component. All operating income from operational segments are regularly reviewed by CSN’s Executive Board for decision-making about funds to be allocated to the segment and performance evaluation, to which there is distinctive financial information available (see Note 28).

 

(w)          Government grants

 

Government grants are not recognized until there is reasonable safety that the Company will comply with related conditions and that grants will be received and then systematically recognized in income during the periods in which the Company recognizes as expense corresponding costs that grants intend to offset. 

 

The Company has state tax incentives in the North and Northeast regions, which are recognized in income as corresponding costs and expenses reduction.

 

(x)           New rules and interpretations not yet adopted

 

Several IFRS rules, amendments to rules and interpretations issued by IASB have not yet come into force for the year ended on December 31, 2010, which are:

 

·        Limited exemption from Comparative IFRS 7 Disclosures for First-time Adopters.

·        Improvements to IFRS 2010.

·        IFRS 9 Financial Instruments

·        Prepayment of a minimum fund requirement (Amendment to IFRIC 14)

·        Amendments to IAS 32 Classification of rights issues

 

CPC has not issued yet pronouncements corresponding to the aforementioned IFRS, but we expect that CPC will issue them before the date required for their effectiveness. The early adoption of IFRS pronouncements is subject to previous approval in a ruling act of the Brazilian Securities and Exchange Commission.

 

The Company did not estimate the effect of these new standards on its financial statements.

 

 

3.     RESTATEMENT of 2008 and 2009 FINANCIAL STATEMENTS

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·        Health Plan - post-retirement employees

 

Until to December 31, 2009, costs with health care plan for former employees until 1997 sponsored by the Company were accounted for on a monthly basis when incurred, without the recording of the constructive liability resulting from future payments likely to be made. 

 

As a result of the IFRS adoption and the detailed review of policies and agreements related to any post-retirement payment to employees, it has been noticed the need for registration of the constructive obligation and, therefore, the Company decided to make retroactive adjustments in the financial statements to years 2008 and 2009, issued in accordance with the accounting practices adopted in Brazil.

 

The balances of accounts affected by the restatement as of January 1, 2009 are stated as follows:

 

 

  Parent Company Consolidated
  Published Adjustments Adjusted Published Adjustments Adjusted
Assets            
Deferred income and social contribution taxes 1,230,147 90,762 1,320,909 1,493,058 90,762 1,583,820
 
Liabilities            
Provision for pension fund - Post-employment benefits 117,568 266,947 384,515 117,568 266,947 384,515
 
Shareholders' equity 6,662,589 (176,185) 6,486,404 6,662,589 (176,185) 6,486,404

 

 

The balances of accounts affected by the restatement as of December 31, 2009 are stated as follows:

 

 

  Parent Company Consolidated
  Published Adjustments Adjusted Published Adjustments Adjusted
Assets            
Deferred income and social contribution taxes 899,544 97,046 996,590 1,861,571 97,046 1,958,617
 
Liabilities            
Provision for pension fund - Post-employment benefits 69,946 285,430 355,376 69,946 285,430 355,376
 
Shareholders' equity 5,510,433 (188,384) 5,322,049 5,510,433 (188,384) 5,322,049
 
Result            
Other operating expenses (588,186) (12,025) (600,211) (698,360) (12,025) (710,385)
Deferred income and social contribution taxes 94,906 5,330 100,236 (109,323) 5,330 (103,993)
Net income for the year 2,568,577 (6,695) 2,561,882 2,594,912 (6,695) 2,588,217
Basic earnings per share (R$) 3.52350   3.51431 3.55962   3.55044

 

Additionally, the statements of other comprehensive income, changes in shareholders’ equity, cash flows, and added value, as well as Note 30 (Employee benefits), Note 10 (Deferred Income Tax and Social Contribution), Note 4.4 (Shareholders’ Equity) were adjusted to show accounting balances and disclosures after the corrections mentioned in the paragraph and tables above.

 

4.     TRANSITION TO IFRS

 

4.1. First-time adoption of IFRS

 

As informed in Note 2(a), the consolidated financial statements for the year ended December 31, 2010 are the first annual consolidated financial statements in accordance with IFRS. The Company adopted CPCs 43(R) and 37R1 (equal to IFRS 1) while preparing these consolidated financial statements.

 

The Parent Company’s financial statements for the year ended December 31, 2010 are the first annual individual statements in accordance with the CPCs. The Company adopted CPCs 37 R1 and 43(R) while preparing these individual financial statements.

 

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The transition date is January 1, 2009. Management prepared the opening balance sheets according to the CPCs and IFRS on this date, in line with the accounting policies mentioned in Note 2.

While preparing these financial statements, the Company adopted the relevant mandatory exceptions and certain optional exemptions related to the complete retrospective adoption.

 

While preparing its opening IFRS balance sheet, the Company adjusted the amounts earlier presented in the financial statements, prepared according to BRGAAP, which serve as the basis for the previous accounting (previous accounting practices) involved in the financial statements. (Note 3)

 

4.2. Exemptions from a few other IFRS requirements

 

The Company chose to adopt the following exemptions relating to the retrospective adoption of other IFRS, according CPC 37 (equal to IFRS 1):

 

(a)  Exemption of employee benefits – Defined benefits plan

 

The Company chose to recognize all the past actuarial gains and losses till the transition date against accrued earnings. The adoption of this exemption is detailed in Note 30.

 

(b)  Exemption of business combination according to IFRS 3

 

The Company adopted the exemption relating to business combinations described in CPC 37 R1(equal to IFRS 1) and decided not to remeasure and restate the business combinations that ocurred before January 1, 2009, the transition date.

 

(c)  Exemption of fair value as the deemed cost of fixed assets:

 

The Company chose not to measure its fixed and intangible assets at fair value on the transition date, carrying them at the historical acquisition cost, with monetary restatement according to the inflation indexes till December 31, 1997, in accordance with IAS 21 and IAS 29. The adoption of this exemption is detailed in Note 14.

 

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4.3.         Explanation of the transition to IFRS

 

(a)           Business combination

 

Goodwill is the surplus of acquisition cost in relation to the Company’s share of the net fair value of identifiable assets, liabilities and contingent liabilities of the Company acquired. If there is a negative goodwill identified by the acquirer’s share in the fair value of the assets, liabilities and contingent liabilities acquired in relation to the cost of acquisition, it should recognize it immediately in the income statement.

 

As mentioned earlier, the Company chose not to remeasure the business acquisitions that took place before January 1, 2009, according to the exemption of business combinations, in accordance to CPC 37 (equal to IFRS 1 ). Acquisitions after January 1, 2009 were booked in accordance with IFRS 3 (Business Combinations).

 

(b)           Deferred Assets

 

With regard to the pre-operating expenses booked before the transition date, the Company chose to recognize the net balance in retained earnings on the transition date.

 

Until December 31, 2008, the Company adopted as an accounting practice, the capitalization of pre-operating expenses in deferred assets. Pre-operating expenses that were not attributed to the cost of fixed assets or the formation of intangible assets were immediately recognized as expense.

 

Part of the expenses recognized earlier as deferred assets related to pre-operating expenses attributable to the cost of certain goods was allocated to fixed assets.

 

(c)           Deferred Taxes 

 

Deferred income tax is recognized by the future estimated effect of the temporary differences and the tax losses, as well as the negative social contribution base. A deferred income tax liability is recognized for all the temporary tax differences, whereas the deferred income tax asset is recognized only to the extent it is probable that a taxable income is available against which the deductible temporary difference can be used. The deferred tax assets and liabilities are classified as long term. The current tax assets and liabilities are offset if the Company is legally entitled to do so and if they are related to the taxes assessed by the same tax authority. If the criterion for offsetting the current tax assets and liabilities is met, the deferred tax assets and liabilities will also be offset. The income tax relating to items recognized directly under shareholders’ equity in the current period or previous period is recognized directly in the same account.

 

(d)           Property, plant and equipment

 

i.              Cost

 

·           Option to adopt historical cost

 

The Company has not opted to utilize the deemed cost to the valuation of its fixed assets because under the accounting procedures in effect in 2009 (BR GAAP) its fixed assets already materially met the requirements for recognition, valuation, and presentation set forth in CPC 27 (IAS 16), primarily because: (i) internal controls relevant to fixed assets at the time of the transition (1/1/2009) already included periodic review of the best estimates regarding the useful life and the residual value of said assets; (ii) the procedures used to establish the value of fixed assets in accordance with the prior accounting standards were reviewed and confirmed to be in adherence with CPC 27 (IAS 16), including, but not limited to, their consideration of the non capitalization of exchange rate variation and non-indexing in periods in which the country was undergoing hyperinflationary periods, etc., and (iii) the segmentation and classification of the main fixed asset items subject to depreciation already took into consideration the effects of differentiated depreciation on the primary fixed assets components.

 

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Moreover, the Company understands that the accounting practice of valuing fixed assets in accordance with their historical price calculated on the basis of the best estimate of depreciation and the provision for the loss of recoverable value, when required, is a procedure that best represents its fixed assets.

 

·           Hyperinflation in 1996 and 1997

 

Under the former BR GAAP and in accordance with IAS 29, hyperinflationary accounting procedures were applicable in Brazil during the country’s domestic hyperinflationary period through 1995. However, according to IFRS guidelines, the Brazilian economy remained in a hyperinflationary state in 1996 and 1997 as well. The effect of recognizing those two additional periods was reflected in the transitional adjustments.

 

·         Borrowing costs

 

Fixed assets items are booked at cost, including the capitalized interest incurred during periods of new facilities construction. Exchange variations on loans denominated in foreign currency are capitalized to property, plant and equipment, when they reflect adjustments in interest rates.

 

ii.             Depreciation

 

The basis for calculation is the cost of the asset minus the estimated residual sales value. There is no specific recommended method for calculating depreciation, but the method selected must be applied consistently to all significant components of the assets and the depreciation should be distributed evenly among each of the accounting periods, that best represents the realization of economic benefits over the useful life of the assets.

 

The estimated useful life of the fixed assets was reviewed, and the adjustments to the depreciation of the assets booked under fixed assets were made on a prospective basis beginning January 1, 2010. For more details, see Note 14.

 

(e)           Earnings per share

 

The basic and diluted earnings per share (LPA) figures must be disclosed by entities listed on a stock exchange that issue or that may issue shares.

 

Basic LPA is figured by dividing the profit or loss attributable to the controlling entity during the period in question by the weighted average of its outstanding shares.

 

Diluted LPA is calculated by adjusting the numerator used in the basic LPA calculation and the average number of outstanding shares (the denominator) for the effects of all possible dilutive influences on the outstanding shares in the period included. Since CSN does not have any instrument potentially convertible into shares with dilutive effect in the stated periods, its diluted LPA is equal to its basic LPA.

 

Information for basic and diluted LPA from the current period and from previous periods are adjusted for to reflect those transactions that do not involve conversion actions with the potential to alter the number of shares without a corresponding change in net equity (for example, bonuses, or stock consolidations or splits). Basic and diluted LPA are also adjusted to reflect bonus issues, stock splits or reverse stock splits that occur after balance sheet dates but before the issuances of financial statements are authorized. The number of shares is adjusted as if the event had taken place at the beginning of the first period presented.

 

(f)            Dividends and interest on shareholders’ equity

 

The dividends proposed or declared after the balance sheet date but before the authorized issuance of the financial statements should not be booked as liabilities, unless they meet that definition as of the balance sheet date.

 

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(g)           Reclassifications

 

Under IFRS rules, the following reclassifications affecting consolidated financial statements are also prepared:

 

i. Balance sheet reclassifications:

 

·  Judicial deposits are presented as a non-current asset item rather than net of provisions for contingencies;

·  Taxes credits or obligations are presented on a net basis;

·  Deferred taxes are reclassified as non-current;

·  Deferred tax assets and liabilities will be compensated when the entity possesses the executable legal right to do so and if they are related to taxes levied by the same taxing authority.

 

ii. Income statement Reclassifications:

 

·         Financial income is presented after figuring operating income on the net financial income (loss);

 

 

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4.4.      Reconciliation of the consolidated financial statements adjusted to IFRS and disclosed

 

i.           Balance Sheet on January 1, 2009

 

 

  01/01/2009 
  BRGAAP  BRGAAP  IFRS  
  Published  Restated  Reclassifications  Adjustments  IFRS 
ASSETS           
Current  18,352,070  18,352,070  (432,746)  25,181  17,944,505 
Cash and cash equivalents  9,151,409  9,151,409      9,151,409 
Trade accounts receivable  1,086,557  1,086,557      1,086,557 
Inventory  3,622,775  3,622,775    (1,526)  3,621,249 
Income and social contribution taxes to offset  128,055  128,055      128,055 
Deferred income and social contribution taxes  739,227  739,227  (739,227)     
Dividends proposed receivable  42,890  42,890    26,707  69,597 
Guaranteed margin of financial instruments  2,570,050  2,570,050      2,570,050 
Other  1,011,107  1,011,107  306,481    1,317,588 
Non-current  13,145,369  13,236,131  2,113,702  (41,942)  15,307,891 
Long-term assets  2,490,802  2,581,564  2,113,702  12,483  4,707,749 
Deferred income and social contribution taxes  753,831  844,593  739,227  13,085  1,596,905 
Taxes recoverable  302,831  302,831      302,831 
Judicial deposits  740,341  740,341  1,366,910    2,107,251 
Accounts receivable  376,374  376,374    (602)  375,772 
Prepaid expenses  125,011  125,011      125,011 
Other  192,414  192,414  7,565    199,979 
Investment  1,512  1,512      1,512 
Property, plant and equipment  10,083,777  10,083,777  21,708  (33,651)  10,071,834 
Intangible assets  526,796  526,796      526,796 
Deferred  42,482  42,482  (21,708)  (20,774)   
TOTAL ASSETS  31,497,439  31,588,201  1,680,956  (16,761)  33,252,396 
 
LIABILITIES           
Current  9,633,228  9,633,228  320,243  (459,108)  9,494,363 
Suppliers  1,939,205  1,939,205      1,939,205 
Loans and financing  2,916,759  2,916,759  340,868    3,257,627 
Debentures  44,428  44,428      44,428 
Social and labor liabilities  117,994  117,994      117,994 
Tax liabilities  333,811  333,811      333,811 
Tax paid in installments  249,930  249,930      249,930 
Provision for pension fund  54,818  54,818  (54,818)     
Dividends payable  1,790,642  1,790,642    (459,108)  1,331,534 
Tax, social security, labor and civil provisions  91,710  91,710  69,434    161,144 
Financial instruments - equity swap  1,596,394  1,596,394      1,596,394 
Other  497,537  497,537  (35,241)    462,296 
Non-current  15,201,622  15,468,569  1,360,713  (18,000)  16,811,282 
Loans and financing  8,040,773  8,040,773  7,565    8,048,338 
Debentures  632,760  632,760      632,760 
Tax, social security, labor and civil provisions  2,450,126  2,450,126  1,297,475    3,747,601 
Provision for environmental liability  71,425  71,425  14,224    85,649 
Deferred income and social contribution taxes      855  1,326  2,181 
Taxes paid in installments  795,052  795,052      795,052 
Obligations with related parties  2,878,200  2,878,200      2,878,200 
Provision for pension fund  62,750  329,697  54,818  (20,375)  364,140 
Other  270,536  270,536  (14,224)  1,049  257,361 
Shareholders' equity  6,662,589  6,486,404    460,347  6,946,751 
Capital stock  1,680,947  1,680,947      1,680,947 
Capital reserve  30  30      30 
Profit reserve  3,682,865  3,682,865  85,891  485,816  4,254,572 
Additional proposed dividends        485,816  485,816 
Other  3,682,865  3,682,865  85,891    3,197,049 
Retained earnings    (176,185)  1,212,855  (24,866)  1,011,804 
Equity valuation adjustments  1,298,747  1,298,747  (1,298,746)  (603)  (602) 
TOTAL LIABILITIES + SHAREHOLDERS' EQUITY  31,497,439  31,588,201  1,680,956  (16,761)  33,252,396 

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ii.           Reconciliation of shareholders’ equity BRGAAP x IFRS on January 1, 2009

 

 

  Note  01/01/2009 
Shareholders' equity in BRGAAP    6,486,404 
IFRS adjustments:     
Deferred assets  4.3 b  (44,113) 
Capitalized exchange variation  4.3 d  (194,368) 
Monetary correction of hyperinflationary period  4.3 d  180,635 
Depreciation  4.3 d  637 
Additional dividends (minimum mandatory)  4.3 f  485,816 
Pension plan - Private pension  4.2 a  50,035 
Pension plan - Health plan  4.2 a  (29,661) 
Deferred income and social security taxes without IFRS adjustments  4.3 c  11,759 
Other adjustments - net    (393) 
Shareholders' equity in IFRS    6,946,751 

 

 

 

 

 

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iii.         Balance Sheet on December 31, 2009

 

 

  12/31/2009 
  BRGAAP  BRGAAP  IFRS IFRS
  Published  Restated  Reclassifications  Adjustments 
ASSETS           
Current  13,568,594  13,568,594  (749,273)  16,152  12,835,473 
Cash and cash equivalents  7,970,791  7,970,791      7,970,791 
Trade accounts receivable  1,186,315  1,186,315      1,186,315 
Inventory  2,588,946  2,588,946  (35)  16,462  2,605,373 
Income and social contribution taxes to offset  398,172  398,172      398,172 
Deferred income and social contribution taxes  749,272  749,272  (749,272)     
Other  675,098  675,098  34  (310)  674,822 
Non-current  15,598,630  15,695,676  2,241,576  (47,222)  17,890,030 
Long-term assets  3,640,162  3,737,208  2,241,573  (1,559)  5,977,222 
Deferred income and social contribution taxes  1,112,299  1,209,345  749,272  (1,559)  1,957,058 
Taxes recoverable  236,852  236,852      236,852 
Judicial deposits  1,214,670  1,214,670  1,492,301    2,706,971 
Accounts receivable  212,486  212,486      212,486 
Credits with subsidiaries  479,120  479,120      479,120 
Prepaid expenses  105,921  105,921      105,921 
Other  278,814  278,814      278,814 
Investment  321,889  321,889    13  321,902 
Property, plant and equipment  11,145,530  11,145,530  17,846  (30,029)  11,133,347 
Intangible assets  457,580  457,580    (21)  457,559 
Deferred  33,469  33,469  (17,843)  (15,626)   
TOTAL ASSETS  29,167,224  29,264,270  1,492,303  (31,070)  30,725,503 
 
LIABILITIES           
Current  5,128,196  5,128,196  48,897  (1,179,027)  3,998,066 
Suppliers  504,223  504,223      504,223 
Loans and financing  1,160,407  1,160,407  (77,146)    1,083,261 
Debentures  30,659  30,659      30,659 
Obligations with related parties  80,062  80,062      80,062 
Social and labor liabilities  134,190  134,190      134,190 
Tax liabilities  336,804  336,804      336,804 
Taxes paid in installments  582,190  582,190      582,190 
Provision for pension fund  57,158  57,158  (57,158)     
Dividends payable  1,562,085  1,562,085    (1,179,006)  383,079 
Tax, social security, labor and civil provisions  83,462  83,462  106,055    189,517 
Other  596,956  596,956  77,146  (21)  674,081 
Non-current  18,445,535  18,730,965  1,443,406  (36,444)  20,137,927 
Loans and financing  12,547,840  12,547,840  (18,729)    12,529,111 
Debentures  624,570  624,570      624,570 
Tax, social security, labor and civil provisions  1,452,422  1,452,422  1,386,248    2,838,670 
Provision for environmental liability  116,544  116,544  15,524    132,068 
Deferred income and social contribution taxes  28,325  28,325    1,715  30,040 
Taxes paid in installments  437,231  437,231      437,231 
Obligations with related parties  2,980,772  2,980,772      2,980,772 
Provision for pension fund  12,788  298,218  57,158  (38,231)  317,145 
Other  245,043  245,043  3,205  72  248,320 
Shareholders' equity attributed to controlling shareholders  5,510,433  5,322,049    1,184,401  6,506,450 
Capital stock  1,680,947  1,680,947      1,680,947 
Capital reserve  30  30      30 
Profit reserve  4,211,770  4,211,770  54,200  1,178,635  5,444,605 

Additional proposed dividends 

      1,178,635  1,178,635 

Other 

4,211,770  4,211,770  54,200    4,265,970 
Retained earnings    (188,384)  150,604  4,363  (33,417) 
Equity valuation adjustment  (382,314)  (382,314)  (204,804)  1,403  (585,715) 
Non-controlling interest  83,060  83,060      83,060 
Shareholders' equity  5,593,493  5,405,109    1,184,401  6,589,510 
 
TOTAL LIABILITIES + SHAREHOLDERS' EQUITY  29,167,224  29,264,270  1,492,303  (31,070)  30,725,503 

 

 

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iv.         Reconciliation of shareholders’ equity BRGAAP x IFRS on December 31, 2009

 

  Note  12/31/2009 
Shareholders' equity in BRGAAP    5,405,109 
IFRS adjustments:     
Deferred assets  4.3 b  (37,163) 
Capitalized exchange variation  4.3 d  (173,145) 
Monetary correction of hyperinflationary period  4.3 d  164,323 
Depreciation  4.3 d  637 
Additional dividends (minimum mandatory)  4.3 f  1,178,635 
Pension plan - Private pension    69,947 
Pension plan - Health plan    (31,714) 
Deferred income and social contribution taxes without IFRS adjustments  4.3 c  (3,277) 
Other adjustments - net    16,158 
Shareholders' equity in IFRS    6,589,510 

 

v.          Statement of income for the year ended on December 31, 2009

 

  12/31/2009 
 
  BRGAAP  BRGAAP As  IFRS  IFRS 
  Published  Restated  adjustments 
Net sales and/or services revenue  10,978,364  10,978,364    10,978,364 
Cost of goods and/or services sold  (7,045,504)  (7,045,504)  23,385  (7,022,119) 
Depreciation, depletion and amortization  (751,266)  (751,266)  4,102  (747,164) 
Other  (6,294,238)  (6,294,238)  19,283  (6,274,955) 
GROSS INCOME  3,932,860  3,932,860  23,385  3,956,245 
Operating expenses/income  (400,455)  (412,480)  17,467  (395,013) 
Sales  (635,784)  (635,784)    (635,784) 
Depreciation and amortization  (6,250)  (6,250)    (6,250) 
Other  (629,534)  (629,534)    (629,534) 
General and administrative  (483,067)  (483,067)  2,995  (480,072) 
Depreciation and amortization  (29,733)  (29,733)  2,995  (26,738) 
Other  (453,334)  (453,334)    (453,334) 
Other operating income  1,416,756  1,416,756  (21)  1,416,735 
Other operating expenses  (698,360)  (710,385)  14,480  (695,905) 
Equity pick-up      13  13 
EARNINGS BEFORE FINANCIAL RESULT AND TAXES  3,532,405  3,520,380  40,852  3,561,232 
Financial  (246,435)  (246,435)    (246,435) 
Financial income  586,025  586,025    586,025 
Financial expenses  (832,460)  (832,460)    (832,460) 
Monetary and exchange variation - net  1,060,055  1,060,055    1,060,055 
Financial expenses  (1,892,515)  (1,892,515)    (1,892,515) 
INCOME BEFORE TAXES/INTEREST  3,285,970  3,273,945  40,852  3,314,797 
Current income and social contribution taxes  (581,735)  (581,735)    (581,735) 
Deferred income and social contribution taxes  (109,323)  (103,993)  (13,888)  (117,881) 
Deferred income tax  (83,497)  (79,578)  (10,211)  (89,789) 
Deferred social contribution  (25,826)  (24,415)  (3,677)  (28,092) 
NET INCOME FOR THE YEAR  2,594,912  2,588,217  26,964  2,615,181 
 
Attributed to controlling shareholders  2,598,665  2,591,970    2,618,934 
Attributed to non-controlling shareholders  (3,753)  (3,753)    (3,753) 

 

 

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vi.         Reconciliation of income BRGAAP x IFRS for the year ended on December 31, 2009

 

 

  Note  2009 
Net income in BRGAAP    2,588,217 
IFRS adjustments:     
Deferred assets  4.3 b  7,519 
Capitalized exchange variation  4.3 d  23,545 
Monetary correction of hyperinflationary period  4.3 d  (16,312) 
Pension plan  4.2 a  14,481 
Deferred income and social contribution taxes on IFRS adjustments  4.3 c  (13,887) 
Other adjustments - net    11,618 
Net income in IFRS    2,615,181 

 

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vii.           Reconciliation of cash flow BRGAAP x IFRS for the year ended on December 31, 2009

 

 

  Consolidated 
  2009 
    BRGAAP Published BRGAAP As  IFRS    IFRS
  Restated  adjustments 
Cash flow of operating activities:         
Net income for the period  2,594,912  2,588,217  26,964  2,615,181 
Adjustments for the reconciliation of net income for the period         
with the funds from the operating activities:         
- Monetary and exchange variations - net  (2,024,573)  (2,024,573)    (2,024,573) 
- Provision for charges on loans and financing  1,130,089  1,130,089    1,130,089 
- Depreciation/depletion/amortization  787,249  787,249  (7,097)  780,152 
- Income from the write-off and disposal of assets  70,494  70,494    70,494 
- Non-operating gains (losses)  (835,115)  (835,115)    (835,115) 
- Deferred income and social contribution taxes  109,324  103,994  13,887  117,881 
- Provision for losses on notes receivable  1,527  1,527    1,527 
- Provision for actuarial liabilities - CBS  (47,622)  (47,622)    (47,622) 
- Provision for swap  (88,986)  (88,986)    (88,986) 
- Provision for contingencies  99,157  99,157    99,157 
- Other provisions  437,994  450,019  (33,754)  416,265 
  2,234,450  2,234,450    2,234,450 
- Accounts receivable  (51,082)  (51,082)    (51,082) 
- Inventory  926,260  926,260    926,260 
- Recoverable taxes  (313,697)  (313,697)    (313,697) 
- Taxes payable  263,734  263,734    263,734 
- Taxes paid in installments - Refis  (103,775)  (103,775)    (103,775) 
- Suppliers  (1,137,203)  (1,137,203)    (1,137,203) 
- Salaries and payroll charges  15,257  15,257    15,257 
- Contingent liabilities  (422,375)  (422,375)    (422,375) 
- Judicial deposits  (737,041)  (737,041)    (737,041) 
- Interests paid  (992,280)  (992,280)    (992,280) 
- Interests paid on swap  (742,700)  (742,700)    (742,700) 
- Other  287,433  287,433    287,433 
Changes in assets and liabilities  (3,007,469)  (3,007,469)    (3,007,469) 
Net cash from operating activities  (773,019)  (773,019)    (773,019) 
 
- Net effects from equity swap  1,420,322  1,420,322    1,420,322 
- Swaps receivable  248,966  248,966    248,966 
- Investment  (284,232)  (284,232)    (284,232) 
- Property, plant and equipment  (1,996,759)  (1,996,759)    (1,996,759) 
- Intangible assets  (5,628)  (5,628)    (5,628) 
Net cash used in investment activities  (617,331)  (617,331)    (617,331) 
 
- Loans and financing  7,671,696  7,671,696    7,671,696 
- Interest on shareholders' equity  (2,027,600)  (2,027,600)    (2,027,600) 
- Treasury shares  (1,350,307)  (1,350,307)    (1,350,307) 
- Financial institutions - principal  (2,783,313)  (2,783,313)    (2,783,313) 
Net cash used in financing activities  1,510,476  1,510,476    1,510,476 
 
Exchange variation on cash and cash equivalents  (1,300,744)  (1,300,744)    (1,300,744) 
Increase (decrease) in cash and cash equivalents  (1,180,618)  (1,180,618)    (1,180,618) 
Cash and cash equivalents at the beginning of the year  9,151,409  9,151,409    9,151,409 
Cash and cash equivalents at the end of the year  7,970,791  7,970,791    7,970,791 

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4.5 Reconciliation of quarterly consolidated information adjusted to the IFRS and disclosed

 

This information was subject to special reviewing procedures by the independent auditors, in accordance with the CVM requirements for Quarterly Information (NPA 06 by IBRACON), and were not audited in the scope of the Financial Statements.

 

i.     Reconciliation of shareholders’ equity BRGAAP x IFRS in the quarters of 2010

 

  3/31/2010  6/30/2010  9/30/2010 
Shareholders' equity in BRGAAP - Published  6,014,631  6,849,252  7,520,138 
Shareholders' equity in BRGAAP - As Restated  5,826,247  6,660,868  7,331,754 
IFRS adjustments:       
Deferred assets  (35,398)  (34,038)  (32,731) 
Capitalized exchange variation  (156,301)  (151,860)  (147,361) 
Monetary correction  156,977  153,537  149,977 
Depreciation  637  637  637 
Exceeding dividends (mandatory minimum)  1,178,635     
Pension Plan - Private  32,312     
Pension Plan - Health insurance  (31,714)  (31,714)  (31,714) 
Useful life revision  16,814  39,659  62,736 
Deemed Cost  (35,555)  (34,879)  (34,202) 
Deferred income and social contribution taxes without IFRS adjustments  (5,305)  (14,105)  (22,945) 
Other adjustments  4,467  4,476  4,475 
Shareholders' equity in IFRS  6,951,816  6,592,581  7,280,626 

 

 

ii.    Reconciliation of net income BRGAAP x IFRS in the quarters of 2010

 

 

  3/31/2010  6/30/2010  9/30/2010 
Net income in BRGAAP  481,572  1,375,571  2,095,783 
Deferred assets  1,933  3,293  4,600 
Capitalized exchange variation  7,180  11,620  16,120 
Pension Plan - Private  (37,635)  (69,947)  (69,947) 
Monetary correction  (7,346)  (10,786)  (14,346) 
Useful life review  17,490  41,012  64,765 
Other adjustments  (11,681)  (11,681)  (11,681) 
Deferred income and social contribution taxes without IFRS adjustments  (2,576)  (11,376)  (20,215) 
Net income in IFRS  448,937  1,327,706  2,065,079 

 

 

iii.   Reconciliation of shareholders’ equity BRGAAP x IFRS in the quarters of  2009

 

 

  3/31/2009  6/30/2009  9/30/2009  12/31/2009 
Shareholders' equity in BRGAAP - Published  6,907,591  6,927,542  6,354,786  5,593,493 
Shareholders' equity in BRGAAP - As Restated  6,731,406  6,751,357  6,178,601  5,405,109 
IFRS adjustments:         
Deferred assets  (41,210)  (40,016)  (38,316)  (37,163) 
Capitalized exchange variation  (191,654)  (187,305)  (179,631)  (173,145) 
Monetary correction  175,932  176,771  172,267  164,323 
Depreciation  637  637  637  637 
Exceeding dividends (mandatory minimum)  485,816      1,178,635 
Pension Plan - Private  55,094  60,151  65,208  69,947 
Pension Plan - Health insurance  (29,661)  (29,661)  (29,661)  (31,714) 
Defered income and social contribution taxes without IFRS adjustments  8,950  5,064  1,693  (3,277) 
Other adjustments  (844)  176  160  16,158 
Shareholders' equity in IFRS  7,194,466  6,737,174  6,170,958  6,589,510 

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iv. Reconciliation of net income BRGAAP x IFRS in the quarters of 2009

 

  3/31/2009  6/30/2009  9/30/2009  12/31/2009 
Net income in BRGAAP  368,824  703,568  1,853,230  2,588,217 

Deferred assets 

2,902  4,097  5,797  7,519 

Capitalized exchange variation 

5,036  9,386  17,060  23,545 

Pension Plan - Private 

4,527  9,052  13,578  14,481 

Monetary correction 

(4,703)  (3,864)  (8,369)  (16,312) 

Deferred income and social contribution taxes without IFRS adjustments 

(2,628)  (6,333)  (9,523)  (13,887) 

Other adjustments 

7  (3)  (35)  11,618 
Net income in IFRS  373,965  715,903  1,871,738  2,615,181 

 

5.     RELATED PARTIES TRANSACTIONS

 

a)     Transactions with Parent Company

 

Vicunha Siderurgia S.A. is a holding Company whose purpose is to hold interest in other companies. It is the Company’s main shareholder, with a 47.86% interest in the voting capital.

 

CSN recorded interest on shareholders’ equity for the year, paid dividends and interest on shareholders’ equity for Vicunha Siderurgia in the amount indicated in the table below, according to the percentage of Vicunha Siderurgia’s interest in CSN as of the closing date of this quarterly information.

 

Parent Company  Minimum mandatory
dividend
 
Interest on
shareholders'

equity

proposed
 
Dividends
distributed
 
  Interest on
shareholders'
equity paid
Additional proposed
dividends
 
Total in 2010  130,701  170,813  717,834  33,499  587,524 
Total in 2009  179,459  153,121  689,747  243,060  538,376 

 

The corporate structure of Vicunha Siderurgia is described as follows (unaudited information):

 

Rio Purus Participações S.A. – holds 60% in National Steel and 59.99% in Vicunha Steel S.A.

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

National Steel – holds 33.04% in Vicunha Aços 

Vicunha Steel – holds 66.96% in Vicunha Aços

Vicunha Aços – holds 99.99% in Vicunha Siderurgia

 

b)     Transactions with jointly-owned subsidiaries

 

The Company holds interest in jointly-owned subsidiaries in the strategic areas of mining, logistics and power generation. The characteristics, purposes and transactions with these companies are stated as follows:

 

 

 

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·  Assets

 

  Accounts  Dividends  Loans (*)   
Companies  receivable  receivable    Total 
Nacional Minérios  46,492  587,770  1,241,095  1,875,357 
MRS Logística  776  23,898    24,674 
Itá Energética    5,321    5,321 
Total in 2010  47,268  616,989  1,241,095  1,905,352 
Total in 2009  26,947  336,461  1,231,721  1,595,129 

 

(*) Loan agreement in the amount of R$1,197,800, starting on January 28, 2009, and interest rates of R$43,295 on December 31, 2010, the face value of this agreement is entitled to compensatory interest corresponding to 101% of CDI Cetip, maturing on January 31, 2012.

 

·  Liabilities

 

  Liabilities
  Advance from  Loans / Checking     
Companies  clients  accounts  Other  Total 
Nacional Minérios  7,924,542  18,423    7,942,965 
MRS Logística      55,217  55,217 
Itá Energética      13,123  13,123 
Total in 2010  7,924,542  18,423  68,340  8,011,305 
Total in 2009  7,638,658  11,823  86,635  7,737,116 

 

Nacional Minérios: the advance from clients received from the jointly-owned subsidiary Nacional Minérios S.A. is related to the contractual obligation of iron ore supply and port services. The contract has a 12.5% p.a. interest rate and maturity expected for June 2042. The amount due in 2011 corresponds to R$325,099.

 

MRS Logística: in other accounts payable we recorded the amount provisioned to cover take-or-pay and block rates contractual expenses related to the rail transportation contract.

 

Itá Energética: it is related to the electric power supply billed under normal market conditions of the Brazilian energy market, ruled by Electric Power Trade Chamber.

 

·  Income

 

  Revenues Expenses
 
Companies  Sales  Interest and
monetary and

exchange variations
 
Total  Purchases  Interest and
monetary and

exchange variations
 
Total 
Nacional Minérios  694,378  114,943  809,321  23,788  934,014  957,802 
MRS Logística        371,705    371,705 
Itá Energética        154,277    154,277 
Total in 2010  694,378  114,943  809,321  549,770  934,014  1,483,784 
Total in 2009  508,882  105,407  614,289  950,189  898,349  1,848,538 

 

The Company`s main operations with jointly-owned subsidiaries are purchase and sale of products and services that include iron ore supply, port service provision transactions, rail transportation as well as electric power supply for operations.

 

 

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c) Transactions with subsidiaries and special purpose entities (exclusive investment funds)

 

·  Assets

 

 
Companies  Accounts
receivable
 
Marketable
securities
(1) 
Loans(3) /
Advances
 
Dividends
receivable
 
Advance for future
capital increase
 
Derivative financial
instruments
(2) 
Total 
CSN Islands VIII          4,166  254,231  258,397 
CSN Portugal  437,440            437,440 
CSN Europe  303,975            303,975 
CSN Aços Longos          257,237    257,237 
Inal Nordeste  9,433            9,433 
International Investment Fund      20,724        20,724 
Cia Metalurgia Prada  58,405        40,000    98,405 
CSN Cimentos  3,417        662,084    665,501 
Cia. Metalic Nordeste  1,595            1,595 
Estanho Rondônia - ERSA      3,731        3,731 
Transnordestina          289,314    289,314 
Florestal Nacional      117,184        117,184 
Sepetiba Tecon  144      5,555      5,699 
Itamambuca Participações        301      301 
Exclusive funds    204,677          204,677 
Total in 2010  814,409  204,677  141,639  5,856  1,252,801  254,231  2,673,613 
Total in 2009  1,004,646  2,724,714  20,521  7,964  182,537  152,209  4,092,591 

(1) The financial investments and the investments in exclusive funds are managed by Banco BTG Pactual. In 2010 the balance is composed only by shares of Usiminas, classified as investment.

 

(2) Financial instrument agreement, specifically swap between CSN and Islands VIII.

 

(3) International Investment Fund – agreement in US$ dollars: 4.3% p.a. interest with undefined maturity.

     Florestal Nacional – agreement in Brazilian reais (R$): 103.0 and 105.5% CDI interest due on April 1st, 2011.

 

Accounts receivable derive from sales operations of products and services among the parent Company and the subsidiaries.

 

·  Liabilities

 

  Loans and financing  Accounts payable   
Companies  Pre-payment (1)  Fixed Rate
Notes
(2) 
Loans and
Intercompany

Bonds
(2) 
Loans(3) / Checking
accounts
 
Other  Total 
CSN Resources  1,715,891    1,080,432      2,796,323 
CSN Islands VIII    1,214,767    1,531    1,216,298 
CSN Portugal  364,830          364,830 
CSN Ibéria    740,368    257,362    997,730 
CSN Europe      17,415  294,614    312,029 
CSN Aceros        16,750    16,750 
Congonhas Minérios      1,155,991      1,155,991 
Exclusive funds          40,405  40,405 
Other(*)          3,369  3,369 
Total in 2010  2,080,721  1,955,135  2,253,838  570,257  43,774  6,903,725 
Total in 2009  2,368,683  1,793,350  1,143,915  605,817  1,728  5,913,493 

 

Transactions with these subsidiaries are carried out under market conditions.

 

(1)   Contracts in US$ - CSN Resources: interest from 2.26% to 10.00% p.a. with maturity in June 2018.  

Contracts in US$ - CSN Portugal: interest from 6.15% to 7.43% p.a. with maturity in May 2015.         

 

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(2)   Contracts in US$ - CSN Resources: InterCompany Bonds, interest of 9.12% p.a. with maturity on June 1, 2047.

Contracts in US$ - CSN Resources (part): 3.99% p.a. with maturity in April 2013.

Contracts in YEN – CSN Islands VIII: interest of 5.65% p.a. with maturity in December 2013.

Contracts in YEN – CSN Resources: interest of 4.14% p.a. with maturity on July 13, 2015.

Contracts in US$ - CSN Europe (part): semiannual Libor + 2.25% p.a. with maturity on September 15, 2011.

Contracts in R$ - Congonhas Minérios: 100.5% to 105.5% p.a. of CDI, with maturity postponed to April 1st, 2011 (with previous maturity on December 15, 2010).

 

(3)   Contracts in US$ - CSN Ibéria (part): semiannual Libor + 3% p.a. with indefinite maturity.

Contracts in US$ - CSN Europe (part): semiannual Libor + 3% p.a. with indefinite maturity.

 

(*) Other: CSN Cimentos, Companhia Metalúrgica Prada, Cia. Metalic Nordeste, Sepetiba Tecon and Inal Nordeste.

 

·  Income

 

  Revenues Expenses
Companies  Sales  Interest and
monetary

and exchange
variations
 
Total  Purchases Interest and
monetary and
exchange variations
 
Total 
Companhia Metalúrgica Prada  923,711    923,711  17,939    17,939 
CSN Export  603,668  24,487  628,155    25,113  25,113 
CSN Islands VIII          93,017  93,017 
CSN Resources          120,240  120,240 
CSN Europe  437,226  13,849  451,075    29,690  29,690 
CSN Ibéria          51,126  51,126 
Cia. Metalic Nordeste  81,804    81,804  1,916    1,916 
GalvaSud  48,114    48,114  3,316    3,316 
Estanho of Rondônia - ERSA        27,389    27,389 
Inal Nordeste  48,987    48,987  707    707 
Sepetiba Tecon  3,018    3,018  13,598    13,598 
Congonhas Minérios          29,123  29,123 
CSN Cimentos  36,780    36,780  106    106 
CSN Portugal  9,126  8,910  18,036    23,181  23,181 
Namisa Europe    357  357       
CSN Aceros    754  754       
International Investment Fund    203  203       
Exclusive funds          93,046  93,046 
Florestal Nacional    5,160  5,160       
Total in 2010  2,192,434  53,720  2,246,154  64,971  464,536  529,507 
Total in 2009  3,043,334  467,469  3,510,803  179,387  880,540  1,059,927 

 

The Company’s main operations with subsidiaries are the purchase and sale of products and services, including iron ore, steel and port services.

 

d) Other related parties

 

·  CBS Previdência

 

The Company is its main sponsor, a non-profit civil association set up in July 1960, whose main purpose is to pay supplementary benefits to those paid by social security. As a sponsor, CSN maintains payment transactions of contributions and actuarial liability recognition ascertained in defined benefit plans, Note 30. 

 

 

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·  Fundação CSN

 

The Company develops socially responsible policies currently focused on Fundação CSN, whose sponsor is the Company. Transactions between the parties are related to operating and financial support for Fundação CSN to develop social projects, mainly in the localities where CSN operates.

 

·  Banco Fibra

Banco Fibra is under the same control structure of Vicunha Siderurgia, and financial transactions with this bank are limited to transactions in checking accounts and financial investments in fixed income.

 

·  CBL – Companhia Brasileira de Latas

 

CBL (Companhia Brasileira de Latas) operates in the metallic steel packages segment, serving the chemical and food segments, supplying packages to the main companies in the market, in which CSN holds shares considering it is a debenturer of CBL, accounting for a participation of 0.0053%.

 

On December 31, 2010, in the long-term, the Company had accounts receivable amounting to R$239,039 (R$239,039 in 2009), and debentures, amounting to R$212,870 (R$212,870 in 2009) from Grupo CBL (Companhia Brasileira de Latas) which is duly covered by a provision for losses in the same amount.

 

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

 

Assets and Liabilities

 

 

  Assets Liabilities
Empresa  Banks/Marketable
securities
 
Accounts
Receivables
 
Checking
account
 
Total  Actuarial
liabilities
 
Other
accounts

payable
 
Total 
CBS Previdência          367,839    367,839 
Fundação CSN      1,199  1,199    37  37 
Banco Fibra  86      86       
Usiminas    12,455    12,455    16,096  16,096 
Panatlântica    12,227    12,227       
  86  24,682  1,199  25,967  367,839  16,133  383,972 
  34    906  940  317,145  90  317,235 

 

Income

 

  Revenues Expenses
Company  Interest/
sales revenue
 
Other
revenues
 
Total  Pension
Fund

Expenses
 
Other 
expenses
 
Total 
CBS Previdência    90  90  82,041    82,041 
Fundação CSN          2,385  2,385 
Banco Fibra  680    680       
CBL  84,350    84,350    37,672  37,672 
Usiminas  103,486    103,486    18,594  18,594 
Panatlântica  224,795    224,795       
Total em 2010  413,311  90  413,401  82,041  58,651  140,692 
Total em 2009  97,487  190  97,677  76,420  1,305  77,725 

 

 

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e) Key-management personnel

 

Key management personnel are responsible for planning, directing and controlling the Company’s activities and include the members of the Board of Directors and statutory directors. Information on compensation and balances existing on December 31, 2010 is shown below.

 

  2010  2009 
  Income  Income 
Short-term benefits for employees and management  17,881  21,926 
Post-employment benefits  81  75 
Other long-term benefits  n/a  n/a 
Benefits of labor agreement termination  n/a  n/a 
Share-based compensation  n/a  n/a 
  17,962  22,001 

n/a – Not applicable

 

f) Policy for investments and payment of interest on shareholders’ equity and distribution of dividends

 

As of December 11, 2000, the CSN Board of Directors decided to adopt a profit distribution policy which will result in the full distribution of net income to its shareholders, in compliance with Law 6,404/76 amended by Law 9,457/97, provided that the following priorities are preserved, irrespective of their order: (i) business strategy; (ii) compliance with liabilities; (iii) execution of the necessary investments; and (iv) maintenance of the Company’s good financial standing.

 

6.     CASH AND CASH EQUIVALENTS

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Current assets         
Cash and cash equivalents         
Cash and Banks  156,580  142,045  14,033  31,023 
 
Marketable securities         
In Brazil:         
Exclusive investment funds        2,724,714 
Government bonds  477,529  3,339,972     
Fixed income and debentures (*)  2,134,364  1,304,713  93,062  116,545 
  2,611,893  4,644,685  93,062  2,841,259 
Abroad:         
Time Deposits  7,470,805  3,184,061  1,202  637 
Total Marketable securities  10,082,698  7,828,746  94,264  2,841,896 
Cash and cash equivalents  10,239,278  7,970,791  108,297  2,872,919 

 

The available financial funds in the Parent Company and subsidiaries established in Brazil are primarily invested in exclusive investment funds, whose cash is mostly invested in repurchase operations pegged to Brazilian government bonds, with immediate liquidity. Additionally, a significant portion of the financial funds of the Company and its subsidiaries abroad is invested in Time Deposits in first-tier banks.

 

The exclusive investment funds, managed by BTG Pactual Serviços Financeiros S.A DTVM, and its assets, are accountable for possible losses in investments and operations carried out. The Company may bear the fund’s operation fees (management, custody and audit fees) and it may also be called to back the shareholders’ equity in the event of losses resulting from interest rate, exchange rate or other financial asset variations.

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Fixed Income: financial investments in the amount of R$2,079,549 in the consolidated and R$93,062 in the parent Company, backed by Bank Deposit Certificates, with remuneration based on the variation of Interbank Deposit Certificates  (CDI).

 

(*) Debentures: Investments in the jointly-controlled subsidiary MRS amounting to R$54,815 in debentures, with remuneration based on the variation of Interbank Deposit Certificates (CDI) in securities of Santander, Votorantim, Safra, Itaú BBA and Bradesco.

 

7.     TRADE ACCOUNTS RECEIVABLE

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Clients         
Third-parties         
Domestic market  846,507  977,239  577,589  493,145 
Foreign market  530,356  359,355  14,948  3,255 
Allowance for doubtful accounts  (117,402)  (164,077)  (99,023)  (107,558) 
  1,259,461  1,172,517  493,514  388,842 
Related parties (Note 5)    13,798  861,677  1,031,593 
  1,259,461  1,186,315  1,355,191  1,420,435 
Other accounts receivable         
Dividends receivable      622,544  344,425 
Loans to subsidiaries  17,318  13,569  164,210  33,921 
Other receivables  90,980  128,057  39,027  30,972 
  108,298  141,626  825,781  409,318 
  1,367,759  1,327,941  2,180,972  1,829,753 

 

In order to meet the needs of some domestic market clients, related to the extension of steel payment term, in common agreement with CSN group’s internal commercial policy and the maintenance of its short-term receivables (up to 14 days), as requested by the client, loan granting operations without co-obligation are negotiated between the client and common banks, where CSN group grants trade bills/notes issued by it to common banks.

 

Considering the type of the loan granting operations without co-obligation, CSN group, after granting client trade bills/notes and receiving funds from closing each operation, settles accounts receivable and fully releases itself from the operation credit risk. 

 

This operation amounts to R$247,680 on December 31, 2010 (R$235,204 in 2009), deducted from accounts receivable.

 

Below, the breakdown of provision for trade accounts receivable losses of the Company:

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Opening balance  (164,077)  (162,550)  (107,558)  (78,518) 
Provision for losses from trade accounts receivable  (7,439)  (68,524)  (8,535)  (93,771) 
Credits recovered  54,114  66,997  17,070  64,731 
  (117,402)  (164,077)  (99,023)  (107,558) 

 

 

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8.     INVENTORIES

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Finished products  1,016,594  600,955  783,556  377,760 
Work in process  588,723  510,006  550,824  442,037 
Raw materials  656,286  581,393  534,514  446,842 
Supplies  864,205  711,855  737,407  595,550 
Iron ore  313,716  249,978  179,543  150,279 
Provision for losses  (83,738)  (48,814)  (79,131)  (40,465) 
  3,355,786  2,605,373  2,706,713  1,972,003 

 

Certain items taken as obsolete, or with a low turnover, were the purpose of provisions.

 

On December 31, 2010 the Company had iron ore long-term inventories amounting to R$130,341, classified in other non-current assets.

 

9.     OTHER CURRENT ASSETS

 

Other current assets recorded under current assets are as follows:

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
prepaid taxes  89,596  54,831  7,129   
Guaranteed margin - finacial instruments (Note 17)  254,485  115,949     
Unrealizad gains with derivatives (Note 17)      254,231  152,209 
  344,081  170,780  261,360  152,209 

 

10.   DEFERRED INCOME AND SOCIAL CONTRIBUTION TAXES

 

(a)   Income and social contribution taxes recognized in the income statement:

 

Income and social contribution taxes recognized in the income statement are shown below:

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Expenses (revenue) with income and social contribution taxes         
Current  313,371  581,735  90,485  270,649 
Deferred  257,326  117,881  74,632  (88,266) 
Total  570,697  699,616  165,117  182,383 

 

 

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The reconciliation of income and social contribution taxes expenses and revenues of the Parent Company and consolidated and the effective IR and CSLL rate are shown as follows:

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Income before income and social contribution taxes  3,086,888  3,314,797  2,681,493  2,801,317 
Tax rate  34%  34%  34%  34% 
Income and social contribution taxes at the combined tax rate  (1,049,542)  (1,127,031)  (911,708)  (952,448) 
Adjustments to reflect the effective tax rate:         
Benefit of interest on shareholders' equity - JCP  121,312  108,788  121,312  108,788 
Equity income of subsidiaries at different rates or which are not taxable 216,529  169,314  508,987  452,996 
Tax incentives  33,824  11,732  33,824  9,309 
Adjustments from installments from Law 11,941 and MP 470 (Note 20)  106,216  252,838  88,729  252,153 
Other permanent exclusions (additions)  964  (115,257)  (6,261)  (53,181) 
Income and social contribution taxes on net income for the year  (570,697)  (699,616)  (165,117)  (182,383) 
Effective rate  18%  21%  6%  7% 

 

(*) In 2009 refers mainly by the constitution of deferred income tax on the tax loss carryfowards of the subsidiary Prada

 

(b)   Deferred income and social contribution taxes:

                                                                                                                                                                                                  

Deferred income and social contribution taxes are recorded in order to reflect future tax effects attributable to temporary differences between the tax base of assets, liabilities and the respective carrying value.

 

  Consolidated  Parent Company 
  2010  2009  01/01/2009  2010  2009  01/01/2009 
Deferred             
Tax loss on income tax  4,944  162,123  307,545    143,688  233,643 
Negative basis of social contribution  1,871  56,661  110,763    54,574  83,855 
Temporary differences  1,586,126  1,708,234  1,176,416  854,437  799,920  1,018,122 
- Provision for contingencies  298,708  279,184  556,725  276,098  265,092  544,120 
- Provision for losses in assets  40,345  46,984  39,519  22,342  39,173  35,072 
- Provision for losses in inventories  26,011  17,969  6,899  25,660  15,231  6,306 
- Provision for gains/losses in financial instruments  183,169  160,239  78,821  116,753  139,297  90,772 
- Provision for interest on shareholders' equity  121,351  20,706  91,276  121,351  20,706  91,276 
- Provision for long-term sales  1,221  6,806  2,383  1,221  6,806  2,383 
- Provision for inputs and services  43,828  33,929  26,074  31,371  34,008  25,696 
- Allowance for doubtful accounts  146,865  102,482  59,950  144,732  78,520  38,318 
- Provision for payments of private pension plan  7,012  4,358  21,336    23,782  39,973 
- IFRS Adjustments  57,813  103,532  102,757  37,475  98,638  105,473 
- Tax benefit from merger  599,730  791,184  61,563  36,780     
- Other  60,073  140,861  129,113  40,654  78,667  38,733 
Total  1,592,941  1,927,018  1,594,724  854,437  998,182  1,335,620 
Non-current assets  1,592,941  1,957,058  1,596,905  854,437  998,182  1,335,620 
Non-current liabilities    (30,040)  (2,181)       

 

Some companies of the group, recorded tax credits on corporate income tax loss carryforwards and negative basis of social contribution that are not subject to statute of limitations based on the history of profitability and on the expectations of future taxable income determined in technical valuation approved by the Management.

 

In July 2010, the Company adhered to the Tax Recovery Program – REFIS and chose to offset part of the tax loss balance as of December 31, 2009 and portion B of the tax accounting ledger (LALUR) of the corporate income tax and negative basis of social contribution in the amount of R$110,192 and R$39,669, respectively, with the last four installments of the tax recovery program, debit modality as provided for Provisional Measure 470/09 paid in 12 months, according to the applicable legislation.

 

For being subject to any material aspects that might change realization projections, the book value of deferred tax assets is reviewed monthly and projections are reviewed annually. These studies indicate the realization of these tax assets within the term established by said Instruction and within the 30% limit of the taxable income.

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Some of CSN’s subsidiaries have tax credits amounting to R$265,532 and R$69,910 of corporate income tax on tax loss carryforwards and negative basis of social contribution, for which no deferred tax was recorded, of which R$14,800 expire in 2011, R$50 in 2012, R$8,902 in 2013, R$623 in 2014, R$25,594 in 2015 and R$42,265 in 2025. The remaining tax credits refer to domestic companies, thus, these do not expire.

 

The tax benefit over goodwill of Nacional Minérios S.A., resulting from the merger of Big Jump in July 2009, was R$1,391,858. Up to December 2010, R$394,360 (R$115,988 in 2009) was realized, and remains R$997,498 to be realized by 2014. From 2011 to 2013 this realization will be R$278,372 per year. In 2014, the last year, the benefit will be R$162,382.

 

Undistributed profits related to the Company’s foreign subsidiaries were invested and continued to be invested in its operations. These undistributed profits related to the Company’s foreign subsidiaries amounted to R$2,434,537 on December 31, 2010. If circumstances change and the Company resolves to repatriate these unshared profits, the related tax risk will be R$1,083,367.

 

(c)   Income tax recognized in shareholders’ equity:

 

Income tax and social contribution directly recognized in shareholders' equity are shown below:

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
(Losses)/gains from Income and social contribution taxes         
Actuarial gains and losses  125,065  76,069  125,065  76,069 
Available-for-sale financial instruments  75,522  -  11,242  - 
Net investment  433,297  425,510  433,297  425,510 

 

(d)   Tax incentives

 

The Company benefits from tax incentives of income tax based on prevailing laws, such as: Employee Meal Program, Rouanet Law, Tax Incentives from Audiovisual Activities, Child and Teenager Rights Funds and Incentive to Sports and Sports for the Disabled Projects. On December 31, 2010, they amounted to R$8,160 (R$11,732 in 2009).

 

(e)   Transitional Tax Regime

 

The Transitional Tax Regime (RTT), which was regulated by Law 11,941/09, will be effective until the law that rules tax effects of new accounting methods becomes effective, aiming at tax neutrality.

 

The regime was optional in calendar years 2008 and 2009, provided that: (i) it is applied to the two-year period 2008-2009, not to a single calendar year; and (ii) the option is expressed in the Statement of Corporate Economic-Financial Information (DIPJ), mandatory as of calendar year 2010.

 

The Company chose to adopt the RTT in 2008. As a consequence, for the purposes of calculating the income tax and social contribution on net income for the years ended in 2009 and 2008, prerogatives set forth in the RTT were used.

 

 

 

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11.   OTHER NONCURRENT ASSETS

 

Other noncurrent assets classified in long-term assets are broken down as follows:

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Judicial deposits (Note 21)  2,774,706  2,706,971  2,704,026  2,640,162 
Taxes recoverable (*)  247,910  236,852  122,868  153,578 
Other  283,478  278,814  172,202  162,717 
  3,306,094  3,222,637  2,999,096  2,956,457 

(*) This mainly refers to PIS/COFINS and ICMS on the acquisition of fixed assets, which will be recovered during a 48-month period.

 

12.   INVESTMENTS

 

a)     Direct interest in subsidiaries and jointly-owned subsidiaries

 

    2010  2009  01/01/2009 
Companies Number of shares
(in units)
%
Direct
interest
Net
income
(loss)
for the year 
Assets   Liabilities  Shareholders'
equity
%
Direct
interest
Net
income
(loss)
for the year  
Assets   Liabilities  Shareholders'
equity
%
Direct
interest
Net
income
(loss)
for the year
Assets  Liabilities  Shareholders'
equity
Common  Preferred 
Cia. Metalic Nordeste  92,293,156      99.99  14,667  153,707  48,472  105,235  99.99  (2,801)  137,661  52,283  85,378  99.99  12,846  159,699  71,416  88,283 
INAL Nordeste  43,985,567      99.99  (6,556)  41,926  11,524  30,402  99.99  (10,580)  51,295  14,337  36,958  99.99  2,004  58,785  17,248  41,537 
CSN Aços Longos  271,278,162      99.99  (3,953)  529,833  265,516  264,317  99.99  (1,452)  279,618  69,629  209,989  99.99      175,778  138,971  36,807 
GalvaSud              8,424              99.99  109,115  863,077  89,868  773,209  99.99  115,770  899,091  150,147  748,944 
CSN Steel  1,680,726,588      100.00  (296,474)  3,450,038  99,293  3,350,745  100.00  (43,528)  1,427,993  13,785  1,414,208  100.00  58,352  2,017,855  91,268  1,926,587 
CSN Metals  7,173,411      100.00  (37,882)  972,894  5,905  966,989  100.00  27,039  1,078,928  73,811  1,005,117  100.00  90,744  1,400,672  95,618  1,305,054 
CSN Americas  4,240,032      100.00  124,758  964,271  4,857  959,414  100.00  136,473  786,128  93,290  692,838  100.00  (136,810)  895,003  127,776  767,227 
CSN Minerals  3,675,319      100.00  213,954  1,649,792  4,463  1,645,329  100.00  635,848  935,631  15,012  920,619  100.00  (529,270)  525,584  14,010  511,574 
CSN Export  1,036,429      100.00  136,530  499,857  155,713  344,144  100.00  (9,607)  1,225,617  1,018,004  207,613  100.00  29,540  1,480,010  1,301,544  178,466 
Companhia Metalurgica Prada  3,155,036      100.00  (24,022)  609,133  170,423  438,710  99.99  (80,908)  634,071  150,485  483,586  100.00  (5,568)  808,232  180,229  628,003 
CSN Islands VII  20,001,000      100.00  (4,866)  254,706  227,013  27,693  100.00  (14,963)  167,840  135,282  32,558  100.00  13,533  91,810  44,288  47,522 
CSN Islands VIII  1,000      100.00  39,831  1,224,853  1,178,529  46,324  100.00  (2,089)  1,124,418  1,118,113  6,305  100.00  4,159  1,541,912  1,533,518  8,394 
CSN Islands IX  3,000,000      100.00  (3,686)  698,345  698,567  (222)  100.00  (4,604)  729,792  729,821  (29)  100.00  (2,968)  983,316  980,756  2,560 
CSN Islands X  1,000      100.00  (3,205)  92  35,645  (35,553)  100.00  6,666  1,297,131  1,329,479  (32,348)  100.00  (13,456)  1,748,889  1,787,903  (39,014) 
CSN Islands XI  50,000      100.00  (5,695)  1,277,555  1,271,521  6,034  100.00  (24,381)  1,310,270  1,328,547  (18,277)  100.00               
CSN Islands XII  1,540      100.00  (29,194)  1,634,731  1,663,925  (29,194)                                       
Tangua  10      100.00  6,419  21,228  39  21,189  100.00  (986,513)  248,983  41  248,942  100.00  (179,964)  7,184,358  53  7,184,305 
International Investment Fund  50,000      100.00  13,511  141,852  20,724  121,128  100.00  31,649  128,136  20,521  107,615  100.00  (18)  30,205  26,730  3,475 
MRS Logística  188,332,667  151,667,313  22.93  435,570  4,804,343  2,784,495  2,019,848  22.93  605,722  4,923,726  3,207,026  1,716,700  22.93  663,190  4,618,547  3,034,898  1,583,649 
Transnordestina Logística  1,000,000,000  255,863,653  76.45  (817)  2,801,908  1,995,861  806,047  84.34  (23,708)  927,682  397,093  530,589  84.50  (10,702)  627,767  339,769  287,998 
Sepetiba Tecon  254,015,053      99.99  23,389  293,264  105,350  187,914  99.99  34,341  282,218  100,984  181,234  99.99  32,689  248,606  92,040  156,566 
Itá Energética  520,219,172      48.75  45,958  852,239  255,324  596,915  48.75  50,011  961,334  325,766  635,568  48.75  35,160  997,709  399,863  597,846 
CSN Energia  26,123      99.99  (20,947)  17,929  (1)  17,930  99.90  (1,548)  97,292  97,885  (593)  99.90  (9,799)  135,795  44,065  91,730 
Estanho of Rondônia - ERSA  34,236,307      99.99  3,417  27,684  9,548  18,136  99.99  (8,052)  19,561  4,842  14,719  99.99  4,958  32,104  904  31,199 
Congonhas Minérios  64,610,863      99.99  (12,865)  2,035,285  2,013,926  21,359  99.99  381  5,934  34  5,900  99.99  437  5,575  56  5,519 
Mineração Nacional  1,000,000      99.99  48  1,048  2  1,046  99.99  (2)  998      998  99.99  (433)  1,000      1,000 
Nacional Minérios  475,067,405      59.99  1,974,019  13,688,670  2,934,166  10,754,504  59.99  917,068  12,260,093  2,431,517  9,828,576  59.99  198,516  9,185,503  1,082,268  8,103,235 
Pelotização Nacional                                                  99.99  (421)  600  (400)  1,000 
CSN Cimentos  854,313,855      99.99  (15,382)  1,217,313  854,590  362,723  99.99  (29,180)  612,527  300,628  311,899  99.99  (5,967)  416,520  351,113  65,407 
Florestal Nacional  1,000,000      99.99  (23,266)  449,901  525,806  (75,905)  99.99  (2)  998      998  99.99  (365)  1,000      1,000 

 

The number of shares, the amounts of income/loss for the period and shareholders' equity refer to 100% of the companies’ income.

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b)     Investment breakdown

 

  2010  2009 
Opening balance of investments  13,796,654  19,583,495 
Opening balance of provision for losses  (51,246)  (39,014) 
Capital increase/decrease  2,430,965  (5,133,980) 
Dividends  (622,544)  (446,026) 
Result of equity pick-up and provision for losses  1,438,170  486,187 
Comprehensive income  (161,036)   
Merger of subsidiary (*)    (835,115) 
Other  (12,054)  129,861 
Closing balance on investments  16,959,784  13,796,654 
Closing balance of provision for losses  (140,875)  (51,246) 

 

(*) Gain in equity results of the jointly-controlled subsidiary Namisa resulting from tax benefit due to the reverse merger of Big Jump (shareholder of Namisa) (Note 10 b).

 

c)     Additional Information on the main operating subsidiaries

 

·       CIA. METALIC NORDESTE

 

The Company, with its head office located in Maracanaú, State of Ceará, has as its main corporate purpose the manufacturing of metallic packaging destined to the beverage industry.

 

Its operation unit can be characterized as one of the world’s most modern ones and counts on two different production lines: the can production line, whose raw material is tin-coated steel, supplied by the parent Company, and the lid production line, whose raw material is aluminum.

 

Its production is mainly geared towards the Brazilian northern and northeastern markets, with the surplus production of lids sold abroad.

 

·       INAL NORDESTE

 

Based in Camaçari, State of Bahia, the Company has as its main purpose to reprocess and distribute the CSN steel products, operating as a service and distribution center in the Northeast region of the country.

 

·       AÇOS LONGOS

 

Established in Volta Redonda in the state of Rio de Janeiro, it aims at manufacturing and selling rolled long steel, except tubes.

 

In October 2, 2009, the Company still pre-operational, started the construction works of the plant, which is expected to be concluded in 2011 and to become operational in 2012.

 

·       GALVASUD

 

On January 29, 2010, CSN merged subsidiary GalvaSud S.A., headquartered in Porto Real, in the state of Rio de Janeiro, given the resemblance between the activities performed by both companies. The equity merger resulted in the optimization of processes and maximization of results, by concentrating both companies’ selling, operating and administrative activities in one single organizational structure. The Company informed the merger, approved at the Extraordinary General Meeting held on January 29, 2010, to shareholders and to the market on January 13, 2010 by disclosing a Material Fact.

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The amounts included totaled a net asset of R$783,421, which mainly corresponded to cash and cash equivalents of R$299,232, inventory of R$122,104, fixed assets of R$228,138 and other assets and liabilities amounting to R$142,355.

 

·       COMPANHIA METALÚRGICA PRADA

 

Packages

 

In the market since 1936, Companhia Metalúrgica Prada operates in the metallic steel packages segment, manufacturing the best and safest cans, buckets and aerosol containers, serving the chemical and food segments, supplying lithography packages and services to the main companies in the market.

In its three production units – São Paulo, Pelotas and Uberlândia – Prada produces more than 1 billion steel cans per year, a performance achieved due to a combination of attributes present in the Company’s path since its foundation.

 

Distribution

 

PRADA Distribuição processes and distributes flat steel with a diversified line of products. It supplies coils, rolls, plates, strips, blanks, metallic sheets, shapes, tubes and tiles, among other products, to the most different industries - from  automotive to civil construction. Materials produced by PRADA Distribuição are made from hot and cold-rolled coils, hot-dip galvanized, tin plate, chrome-plated steel, uncoated, pre-painted and galvalume. PRADA Distribuição is also specialized in providing steel processing service, meeting the demand of many Brazilian companies.

 

·       SEPETIBA TECON

 

Company whose objective is to exploit the No.1 Containers Terminal of the Itaguaí Port, located in Itaguaí, State of Rio de Janeiro. This terminal is linked to Presidente Vargas Steelworks by the Southeast railroad network, which is granted to MRS Logística. Services agreement covers the handling and warehousing operation of containers, vehicles, steel products, among other containers washing and sanitation products and services.

 

When concession is extinguished, all the rights and privileges transferred to Tecon will return to the federal government, together with Tecon’s assets and those resulting from its investments in leased properties, declared reversible by the federal government, as they are deemed necessary to carry on the services granted. The reversible assets will be indemnified by the federal government by the residual value of their cost, verified in Tecon’s accounting records, after deducting the depreciations.

 

Sepetiba Tecon was the winner of the auction that occurred on September 3, 1998 for the takeover of the terminal concession and this concession allows the exploitation of the aforementioned terminal for the term of 25 years, extendable for another term of 25 years.

 

·       CSN ENERGIA

 

Its main purpose is distributing and trading the surplus electric power generated by CSN and by companies, consortiums or other entities in which Company holds an interest.

 

·         TRANSNORDESTINA LOGÍSTICA

 

Transnordestina has as its main purpose the exploitation and development of the public rail cargo transport service for the Northeast network of Brazil.

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Transnordestina entered into a concession agreement with the Federal Government on December 31, 1997 for a period of 30 years, extendable for another equal period. The agreement allows the development of the public service of exploitation of the northeast network which comprises seven States of the Federal Government in an extension longer than 4,300 km. The concession also comprises the lease of assets of Rede Ferroviária Federal S.A. (RFFSA) which serve this network and include, among others, constructions, permanent tracks, locomotives, railcars, vehicles, tracks and accessories.

 

When concession is extinguished, all the rights and privileges transferred to Transnordestina will return to the federal government, together with Transnordestina’s assets and those resulting from its investments in leased properties, declared reversible by the federal government, as they are deemed necessary to carry on the services granted. The reversible assets will be indemnified by the federal government by the residual value of their cost, verified in Transnordestina’s accounting records, after deducting the depreciations.

 

In May 2009, Fundo de Investimentos do Nordeste – FINOR paid up capital in Transnordestina by issuing 45,513,333 preferred shares in the amount of R$27,308, corresponding to a 6.40% interest in Transnordestina’s capital stock.

 

On December 10, 2009, the Company increased Transnordestina’s capital stock, with the issue of 124,831,721 common shares, which were subscribed and paid-up upon the capitalization of advance for future capital increase. As a consequence, the Company’s interest in Transnordestina increased to 84.34%, whereby Transnordestina was fully merged.

 

In March 2010, Fundo de Investimentos do Nordeste increased Transnordestina’s capital in the amount of R$89,438. Due to this capital increase, CSN’s interest on Transnordestina’s total capital stock went from 84.34% to 72.56%. Transnordestina will continue to be fully consolidated and the difference of percentage not corresponding to the Company will be accounted as non controlling interest.

 

On May 7, 2010, 45,513,333 preferred shares were transferred and subscribed by FINOR to CSN. Due to this transfer, CSN now holds 77.02% interest in Transnordestina’s capital stock.

 

On October 15, 2010, CSN subscribed and paid-up 174,264,420 common shares in the capital stock of Transnordestina and now holds 76.45% of the capital stock.

 

·       ESTANHO DE RONDÔNIA - ERSA

 

Ersa is a subsidiary based in the State of Rondônia, where it operates two units, one in the city of Itapuã do Oeste and the other one in the city of Ariquemes. The subsidiary’s mining operation for cassiterite (tin ore) is located in Itapuã do Oeste and the casting operation from which metallic tin is obtained, which is the raw material used in UPV for the production of tin plates, is located in Ariquemes.

 

·       CSN CIMENTOS

 

Based in Volta Redonda, State of Rio de Janeiro, it has the production and trading of cement as its corporate purpose. CSN Cimentos use as one of its raw material the blast furnace slag from the pig iron production of the Presidente Vargas Steelworks. The Company started to operate on May 14, 2009, with capacity to produce 200 thousand tonnes of cement, monthly.

 

d)     Additional information on indirect interest abroad

 

·       COMPANHIA SIDERURGICA NACIONAL - LLC

 

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

 

·       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 sector to produce cold-re-rolled flat steel, with a corrosion-resistant coating. The Company presents in Paio Pires an installed capacity of around 550 thousand tonnes/year to produce four large groups of steel products: galvanized plate, cold-rolled plate, pickled and oiled plate.

 

Products manufactured by Lusosider may be used in the packaging industry, civil construction (pipes and metallic structures) and in home appliance components.

 

e)     Other investments

 

·       RIVERSDALE MINING LIMITED - Riversdale 

 

Incorporated in 1986, Riversdale Mining Limited (“Riversdale”) is a mining Company listed on the Australian Stock Exchange. Riversdale intends to develop a diversified mining Company, focusing on growth by investing in mining opportunities. The Company has anthracite mines in South Africa, and a metallurgical and thermal coal mine in Mozambique.

 

In November 2009, the Company’s Board of Directors approved the acquisition by indirect subsidiary CSN Madeira Lda (currently called CSN Europe Lda) of non-controlling interest in Riversdale Mining Limited’s capital stock. The acquisition comprised, at the first stage, 28,750,598 shares representing, at that time, 14.99% of Riversdale’s capital stock and, on January 8, 2010, the proper Australian authorities allowed CSN Europe to conclude the second stage of the transaction, and acquire 2,482,729 shares, for the price of six Australian dollars and ten cents (A$6.10) per share.

 

In January 2010, with the conclusion of two stages of the operation, CSN indirectly held an interest of 16.20% of Riversdale’s capital stock. Subsequently, due to the exercise of purchase options issued by Riversdale, the Company´s indirect interest decreased to 15.6%.

 

Between July and August 2010, Riversdale issued news shares and raised funds, of which CSN Europe took part acquiring 5,602,478 new common shares, holding the total amount of 36,835,805 shares, maintaining its 15.6% interest in the capital stock of Riversdale.

 

·       PANATLÂNTICA

 

On January 5, 2010, the Company’s Board of Directors approved the acquisition of common shares representing 9.39% of the capital stock of Panatlântica S.A. (“Panatlântica”), a publicly-held Company, headquartered in the city of Gravataí, state of Rio Grande do Sul, whose purpose is the industrialization, trade, imports, exports and processing of steel and ferrous or non-ferrous metals, coated or not. This investment is appraised at fair value.

 

·       USIMINAS

 

Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS headquartered in Belo Horizonte, state of Minas Gerais, aims at exploiting the steel industry and related industries. The Company manufactures flat rolled steel at the Intendente Câmara and José Bonifácio de Andrada e Silva Plants, located in the city of Ipatinga, state of Minas Gerais, and in the city of Cubatão, state of São Paulo, respectively, destined to the domestic market and exports.

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The Company owns and explores iron ore mines located in the city of Itaúna, state of Minas Gerais, aiming at meeting the production costs verticalization and optimization strategies. The Company owns service and distribution centers in several regions of Brazil, besides the ports of Cubatão, state of São Paulo, and Praia Mole, state of Espírito Santo, strategic sites to ship its products.

 

The Company is listed at the São Paulo Stock Exchange (“Bovespa”: USIM3 and USIM5). On December 31, 2010, CSN directly and indirectly held 4.97% of Usiminas’ capital stock.

 

13.   INVESTMENTS IN JOINT-CONTROLLED COMPANIES

 

The amounts of the balance sheet and of the statement of income of the companies whose control is shared are shown as follows. These amounts were consolidated in the Company’s financial statements, in accordance with the interest described in item (a) of Note 10.

 

  2010  2009 
  NAMISA  MRS  ITASA  NAMISA  MRS  ITASA 
Current assets  3,937,574  1,034,466  82,817  2,266,333  1,271,294  78,005 
Non-current assets  9,519,584  3,769,878  769,422  9,651,083  3,652,432  883,329 
Long-term assets  8,570,421  476,758  48,850  8,773,789  763,116  5,385 

Investments, property, plant and equipment and deferred assets 

949,163  3,293,120  720,572  877,294  2,889,316  877,944 
Total Assets  13,457,158  4,804,344  852,239  11,917,416  4,923,726  961,334 
Current liabilities  1,273,436  1,015,234  115,454  624,682  1,469,225  118,072 
Non-current liabilities  1,455,604  1,769,262  139,870  1,473,765  1,737,801  207,694 
Shareholders' equity  10,728,118  2,019,848  596,915  9,818,969  1,716,700  635,568 
Total Liabilities and Shareholders' Equity  13,457,158  4,804,344  852,239  11,917,416  4,923,726  961,334 

 

 

  2010  2009 
  NAMISA  MRS  ITASA  NAMISA  MRS  ITASA 
 
Net Revenue  2,937,169  2,247,101  222,594  1,465,327  2,275,950  226,453 
Cost of goods and services rendered  (1,109,067)  (1,326,655)  (76,600)  (889,681)  (1,217,982)  (73,583) 
Gross income (loss)  1,828,102  920,446  145,994  575,646  1,057,968  152,870 
Operating (expenses) and income  (476,621)  (306,668)  (52,422)  (339,882)  (118,866)  (51,677) 
Net financial income  1,016,778  38,243  (23,890)  1,073,547  (51,995)  (25,508) 
Income (loss) before income and social contribution taxes  2,368,259  652,021  69,682  1,309,311  887,107  75,685 
Current and deferred income and social contribution taxes  (412,989)  (216,451)  (23,724)  (402,475)  (281,385)  (25,674) 
Net income for the year  1,955,270  435,570  45,958  906,836  605,722  50,011 

 

·       NACIONAL MINÉRIOS – NAMISA

 

Headquartered in Congonhas, state of Minas Gerais, the NAMISA main purpose is the production, purchase and sale of iron ore and it sells its products mainly in the foreign market. Its main operations are developed in the municipalities of Congonhas, Ouro Preto, Itabirito and Rio Acima, state of Minas Gerais, and in Itaguaí, state of Rio de Janeiro.

 

In December 2008, CSN sold 2,271,825 shares of the voting capital of Nacional Minérios S.A. to Big Jump Energy Participações S.A. ("Big Jump"), whose shareholders are the companies Posco and Brazil Japan Iron Ore Corp (Itochu Corporation, JFE Steel Corporation, Sumitomo Metal Industries, Ltd., Kobe Steel Ltd., Nisshin Steel Co. Ltd., Nippon Steel). Subsequently to this sale, Big Jump subscribed new shares, paying in cash the total of US$3,041,473 thousand, corresponding to R$7,286,154 thousand, R$6,707,886 thousand of which were recorded as goodwill at the subscription of the shares.

 

Due to the corporate structure of the jointly-owned subsidiary, in which an Asian Consortium holds 40% and CSN 60% and, due to the shareholders’ agreement entered into between the parties, CSN consolidated it in a proportional manner.

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Such shareholders' agreement provides that certain extreme situations of stalemate between the shareholders, not resolved after the procedures of mediation and negotiation between CEOs of the parties, may give rise CSN the right to exercise the purchase option and the option exercise Big Jump sale of stake ownership of Big Jump in Namisa.

 

Other contracts to enable this association, among them the contract for the purchase of shares and long-term operating contracts between the CSN and Namisa (Note 31), provide for certain obligations to do that, if not met or resolved in a timely manner in certain extreme situations, can give rise to the aggrieved party the right to exercise the put option or purchase, as appropriate, of the shareholding of Big Jump in Namisa.

 

Continuing the restructuring process of Namisa, on July 30, 2009, the jointly-controlled subsidiary merged its former parent company Big Jump Energy Participações S.A.,  and Brazil and Posco Japan Iron Corp. began holding a direct interest of 39.99%.

At the merger there was no change in the participation of CSN.                                                                                                              

 

·       MRS LOGÍSTICA

 

The Company’s main purpose is to exploit, by onerous concession, the public rail cargo transport service in the right of way of the Southeast network, located in the stretch connecting Rio de Janeiro, São Paulo and Belo Horizonte, of Rede Ferroviária Federal S.A. - RFFSA, privatized on September 20, 1996. In 2008, CSN transferred to Namisa 10% of its interest in MRS, and decreased this direct interest from 32.93% to 22.93%.

 

In addition to this direct interest, the Company also holds an indirect interest of 6% through Nacional Minérios S.A. – Namisa, a proportionally consolidated Company, and 4.34% through International Investment Fund.

 

MRS may also exploit modal transportation services regarding the rail transport and take part in developments aiming at the extension of rail transport services granted.

 

To provide the services which are the purpose of the concession obtained for a 30-year period, as from December 1, 1996, and extendable for another equal period at the exclusive discretion of the grantor, MRS leased from RFFSA, for the same period of the concession, the assets necessary to operate and maintain rail cargo transportation activities. When concession is extinguished, all the leased assets will be transferred to the possession of the railway operator designated in that same act.

 

·       ITÁ ENERGÉTICA S.A. - ITASA

 

CSN holds 48.75% of the subscribed capital and the total amount of common shares issued by Itasa, a special purpose entity (SPE) originally established to make feasible the construction of the Itá Hydroelectric Power Plant, the contracting of the supply of goods and services necessary to carry out the venture and the obtainment of financing through the offering of the corresponding guarantees.

 

Itasa holds a 60.5% interest in the Itá Consortium, which was created for the exploitation of the Itá Hydroelectric Power Plant pursuant to the concession agreement of December 28, 1995, and its Addendum 1 dated July 31, 2000, entered into between the consortium holders (Itasa and Centrais Geradoras do Sul do Brasil - Gerasul, formerly called Tractebel Energia S.A.), granted by the Federal Government, by means of the Brazilian Agency for Electric Energy (ANEEL), whose maturity ends in October 2030.

 

In accordance with the terms provided for in the Consortium Agreement, ITASA is entitled to 60.5% of the average 668 MW, which is correspondent to the energy project apportioned among the consortium holders, while the other consortium holder, Tractebel Energia S.A. (“Tractebel”), will hold the remaining 39.5 %. From the Company’s average 404.14 MW, the average of 342.95 MW is sold to its sharehoders at the ratio of their participation in the Company, and the average of 61.19 MW is sold to the consortium holder Tractebel.

 

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·       CONSORTIUM OF THE IGARAPAVA HYDROELECTRIC POWER PLANT

 

The Igarapava Hydroelectric Power Plant is located in Rio Grande, 400 km from Belo Horizonte and 450 km from São Paulo, with installed capacity of 210 MW, formed by 5 bulb-type generating units, and is considered a landmark for energy generation in Brazil.

 

Igarapava stands out for being the first Hydroelectric Power Plant built by a consortium of 5 large companies.

 

CSN holds 17.92% of the consortium subscribed capital, whose specific purpose is the distribution of electric energy, which is distributed according to the interest percentage of each Company.

 

The property plant and equipment balance in 2010, net of depreciation amounts to R$32,919 (R$38,150 in 2009) and the expense amount attributed to CSN totaled R$7,333 in 2010 (R$6,442 in 2009).

 

14.   PROPERTY, PLANT AND EQUIPMENT

 

  Consolidated 
  Land  Buildings  Machinery,
equipment and
facilities 
Furniture and
fixtures 
Work in
process 
Other (**)  Total 
Cost of property, plant and equipment              
Balance on January 1, 2009  131,918  1,109,598  6,270,174  103,935  2,367,352  1,743,074  11,726,051 
Exchange variation effect  (4,366)  (20,246)  (125,167)  (3,576)  (950)  (10,568)  (164,873) 
Acquisitions          1,996,759    1,996,759 
Disposals    (181)  (24,615)  (10,568)  (26,364)  (28,407)  (90,135) 
Transfer to other category of assets  (1,493)  391,101  1,603,859  2,179  (2,242,232)  246,586   
Other    (2,507)  589  5,334  (4,830)  27,811  26,397 
Balance on December 31, 2009  126,059  1,477,765  7,724,840  97,304  2,089,735  1,978,496  13,494,199 
Exchange variation effect  (1,659)  (2,914)  (31,235)  (1,230)  (746)  (11,919)  (49,703) 
Acquisitions          3,635,911    3,635,911 
Disposals      (12,754)  (302)  (15,501)  (5,129)  (33,686) 
Transfer to other category of assets  10,785  131,138  1,633,738  10,645  (1,195,423)  (590,883)   
Write-off from supplies to internal consumption            (154,662)  (154,662) 
Other (*)  40,607  (194,344)  101,028  23,017  1,830  21,909  (5,953) 
Balance on December 31, 2010  175,792  1,411,645  9,415,617  129,434  4,515,806  1,237,812  16,886,106 
 
Accumulated depreciation              
Balance on January 1, 2009    (147,187)  (961,984)  (79,135)    (465,911)  (1,654,217) 
Exchange variation effect    8,111  77,922  2,955    6,644  95,632 
Depreciation    (51,619)  (602,726)  (3,912)    (133,088)  (791,345) 
Losses due to impairment            (11,472)  (11,472) 
Disposals      1,669  10,544    7,428  19,641 
Other    2,441  3,773  (5,341)    (19,964)  (19,091) 
Balance on December 31, 2009    (188,254)  (1,481,346)  (74,889)    (616,363)  (2,360,852) 
Exchange variation effect    2,739  28,473  1,180    1,546  33,938 
Depreciation    (74,344)  (677,266)  (4,469)    (36,877)  (792,956) 
Disposals      7,689  280    19,889  27,858 
Transfer to other category of assets    28,849  (290,017)  (54)    261,222   
Other    32,973  (29,126)  (23,055)    1,681  (17,527) 
Balance on December 31, 2010    (198,037)  (2,441,593)  (101,007)    (368,902)  (3,109,539) 
Net Property, Plant and Equipment               
January 1, 2009  131,918  962,411  5,308,190  24,800  2,367,352  1,277,163  10,071,834 
December 31, 2009  126,059  1,289,511  6,243,494  22,415  2,089,735  1,362,133  11,133,347 
December 31, 2010  175,792  1,213,608  6,974,024  28,427  4,515,806  868,910  13,776,567 

(*) Refers mainly to the adjustment of ITASA that chose to adopt the attributed cost.

 

 

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  Parent Company 
  Land  Buildings  Machinery,
equipment and
facilities 
Furniture and
fixtures 
Work in
process 
Other (**)  Total 
Cost of property, plant and equipment               
Balance on January 1, 2009  84,708  506,380  5,030,247  77,461  1,598,458  273,209  7,570,463 
Acquisitions          1,164,430    1,164,430 
Disposals      (22,691)  (10,346)  (21,372)  (21,736)  (76,145) 
Transfer to other category of assets  (1,493)  227,714  1,392,428  883  (1,631,222)  11,690   
Other    (309)  277  5,200  (2,845)  11,755  14,078 
Balance on December 31, 2009  83,215  733,785  6,400,261  73,198  1,107,449  274,918  8,672,826 
Acquisitions through business combination  697  38,896  233,581  3,057    2,720  278,951 
Acquisitions          1,549,303    1,549,303 
Sales      (588)  (280)  (15,419)  (1,684)  (17,971) 
Transfer to other category of assets  10,221  69,390  716,332  8,349  (995,042)  190,750   
Write-off from supplies to internal consumption            (154,662)  (154,662) 
Other    46  (15,413)  28,854  2,891  24,038  40,416 
Balance on December 31, 2010  94,133  842,117  7,334,173  113,178  1,649,182  336,080  10,368,863 
 
Accumulated depreciation               
Balance on January 1, 2009    (28,444)  (515,358)  (59,865)    (76,953)  (680,620) 
Depreciation    (26,564)  (534,296)  (2,828)    (7,330)  (571,018) 
Losses due to impairment            (11,472)  (11,472) 
Disposals      1,307  10,346    4,759  16,412 
Other    2,566  1,402  (5,204)    (3,728)  (4,964) 
Balance on December 31, 2009    (52,442)  (1,046,945)  (57,551)    (94,724)  (1,251,662) 
Acquisitions through business combination    (2,248)  (44,512)  (1,708)    (2,353)  (50,821) 
Depreciation    (20,555)  (591,130)  (3,385)    (7,712)  (622,782) 
Disposals      181  275    16,726  17,182 
Other    (46)  (110)  (28,856)    648  (28,364) 
Balance on December 31, 2010    (75,291)  (1,682,516)  (91,225)    (87,415)  (1,936,447) 
 
Net Property, Plant and Equipment               
January 1, 2009  84,708  477,936  4,514,889  17,596  1,598,458  196,256  6,889,843 
December 31, 2009  83,215  681,343  5,353,316  15,647  1,107,449  180,194  7,421,164 
December 31, 2010  94,133  766,826  5,651,657  21,953  1,649,182  248,665  8,432,416 

 

 (**) In the consolidated it refers to railway assets, such as yards, tracks and railway sleepers. In the controlling entities it also include leasehold improvements, vehicles, hardware, mines and fields and replacement storehouses.

 

Below, the weighted average term of depreciation (years):

 

The useful life of property, plant and equipment is as follows:

 

  Consolidated  Parent Company 
Buildings  45  45 
Machinery, equipment and facilities  15  15 
Furniture and fixtures  10  10 
Other  15  15 

 

The Company chose to adopt historical cost reviewing the remaining economic useful life of property, plant and equipment, estimated by external experts. Effects resulting from the evaluation, recorded as of January 1, 2010, are as follows:

 

Parent Company:

Reduction in depreciation expenses      R$25,633

 

Consolidated:

Reduction in depreciation expenses      R$69,744

 

a)             Loan costs were capitalized in the amount of R$179,626 (R$82,713 in 2009) in the parent Company and R$215,624 (R$85,260 in 2009) in the consolidated. These costs are basically estimated for mining, cement, long steel and Transnordestina projects, mainly relating to: (i) Casa de Pedra expansion (ii) construction of the cement plant in the city of Volta Redonda (State of Rio de Janeiro) and of the clinker plant in the city of Arcos (State of Minas Gerais); (iii) construction of the long steel mill in the city of Volta Redonda (State of Rio de Janeiro) and (iv) extension of Transnordestina railroad, which will connect the countryside of the northeast region to the ports of Suape (State of Pernambuco) and Pecém (State of Ceará).

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Below, the capitalization rates used in borrowing costs:

 

RATES
Specific
projects
 
Non-specific
projects
 
TJLP + 1.3% and 3.2% 
UM006 + 2.7%
7.44% 

 

b)             The additions of depreciation, amortization and depletion for the period are presented as follows:

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Production cost  770,542  747,164  614,679  559,628 
Sales expenses  6,471  6,250  5,021  4,988 
General and administrative expenses  29,156  26,738  8,152  7,471 
  806,169  780,152  627,852  572,087 

 

c)             CSN leases information technology equipment under several agreements and contracts as operating lease. Total expenses in 2010 added up to R$4,446 (R$3,731 in 2009).

 

d)             Itasa, CSN subsidiary, which chose to adopt attributable cost, adjusting opening balance sheets on the transition date as of January 1, 2009 for its fair values, estimated by external experts. The need to apply the attributable cost option was mainly due to the economic environment they operate and other particularities of the Company’s businesses. The effect in the parent Company was a reduction in the amount of R$36,232 recorded under shareholders’ equity.

 

 

15.   INTANGIBLE ASSETS

 

  Consolidated 
    Goodwill Intangible with
definite useful
life
 
  Software   Other Total 
Acquisition cost           
Balance on January 1, 2009  743,469  49,909  43,089    836,467 
Acquisitions and expenses      5,628    5,628 
Deferred income and social contribution taxes on goodwill of reverse merger in the subsidiary (**)  (39,462)        (39,462) 
Balance on December 31, 2009  704,007  49,909  48,717    802,633 
Acquisitions and expenses      25,239  1,002  26,241 
Disposals      (23)    (23) 
Balance on December 31, 2010  704,007  49,909  73,933  1,002  828,851 
Amortization           
Balance on January 1, 2009  (257,172)  (34,936)  (17,563)    (309,671) 
Amortization    (4,991)  (7,275)    (12,266) 
Impairment  (23,137)        (23,137) 
Balance on December 31, 2009  (280,309)  (39,927)  (24,838)    (345,074) 
Amortization    (4,991)  (16,353)    (21,344) 
Disposals      23    23 
Balance at the end of the period  (280,309)  (44,918)  (41,168)    (366,395) 
 
Net intangible assets           
January 1, 2009  486,297  14,973  25,526    526,796 
December 31, 2009  423,698  9,982  23,879    457,559 
December 31, 2010  423,698  4,991  32,765  1,002  462,456 

(*) Transfer relating to deferred Income Tax/Social Contribution.

 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Concession intangible asset with definite useful life refers to the amount originally paid by shareholders, whose economic fundamental was the expectation of future result due to the concession right incorporated by the Company. Amortization is calculated by the straight-line method at 10% p.a.

 

  Parent Company 
  Goodwill  Software  Total 
Acquisition cost       
Balance on January 1, 2009  206,928  17,327  224,255 
Acquisitions and expenses    2,846  2,846 
Goodwill in the reverse merger in the subsidiary (*)  76,599    76,599 
Balance on December 31, 2009  283,527  20,173  303,700 
Acquisitions and expenses    1,332  1,332 
Disposals    (23)  (23) 
Balance on December 31, 2010  283,527  21,482  305,009 
Amortization       
Balance on January 1, 2009  (183,790)  (4,416)  (188,206) 
Amortization    (3,763)  (3,763) 
Impairment  (23,137)    (23,137) 
Balance on December 31, 2009  (206,927)  (8,179)  (215,106) 
Amortization    (3,784)  (3,784) 
Disposals    23  23 
Balance on December 31, 2010  (206,927)  (11,940)  (218,867) 
 
Net intangible assets       
January 1, 2009  23,138  12,911  36,049 
December 31, 2009  76,600  11,994  88,594 
December 31, 2010  76,600  9,542  86,142 

(**)The Company carried out a recoverability study for the tax benefit on goodwill resulting from the acquisition of subsidiaries, finding unnecessary to record impairment on such assets for fiscal year 2010.

 

Software useful life is 5 years. Annual depreciation rate is 20%.

 

Goodwill: The goodwill economic basis is the expected future profitability and, in accordance with the new pronouncements, these amounts are not amortized as from January 1, 2009, when they started to be subject only to impairment tests, which did not result in impairment charges.

 

Goodwill from investments  Balance in
2010
 
Investee 
Parent Company     
Galvasud  13,091  CSN 
Prada  63,509  CSN 
Subtotal Parent Company  76,600   
NAMISA     
CFM  339,615  Namisa 
Cayman do Brasil  7,483  Namisa 
Total consolidated  423,698   

 

·       Goodwill test for impairment

 

For impairment test purposes, the goodwill is allocated to CSN’s operational divisions which represent the lowest level inside the Company in which goodwill is monitored for in-house management purposes, never above the Operational segments.

 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

Cash generating unit    Segment 2010  2009  01/01/09 
Mining (Namisa)  Mining  347,098  347,098  347,098 
Ersa  Mining      23,137 
Packaging  Steel  63,509  63,509  96,227 
Flat steel  Steel  13,091  13,091  19,835 
    423,698  423,698  486,297 

 

The recoverable value of the Packaging Cash Generating Unit (CGU) was based on its value in use with the assistance of independent appraisers, which was used for impairment test, as the following criteria have been met:

 

·       No significant changes occurred in assets and liabilities;

·       The calculation resulted in a recoverable value that substantially exceeded the book value at CGU;

·       There is no evidence or facts and circumstances showing the loss of assets in use from the date of  last valuation prepared by independent appraisers.

The recoverable value of Cash Generating Units (“UCG”) Mining (Namisa) is above the book value and was determined based on the discounted cash flow, at a discount rate net of income and social contribution taxes of 9.72% p.a. in US dollars, considering long-term contracts for the purchase of iron ore maturing in 2042. Revenue from the sale of iron ore under these long-term contracts was limited to contractual amounts.

 

The recoverable value of Cash Generating Units mentioned above (except for Packages and Mining) was determined based on discounted cash flows and is above the book value. The projections used are based on budgets approved by CSN’s Board of Directors and consider the following items:

 

·       Average Gross Margin of each  Cash Generating Units based on track record and projections approved by the Board for the next 3 years;

·       Costs updates based on inflation projections in the long term;

·       Annual discount rate of 11.92% before income tax and social contribution;

·        Average growth rate used in extrapolated cash flows after the budgeted period of 0.5% p.a.

The Management determined the budgeted gross margin based on the past performance and market growth expectations. Cash flow amounts after 3 years were extrapolated based on estimated growth rates and based on projections included in specific reports of the sector. 

 

During 2009, given the reduction  of production for strategic purposes, the Cash Generating Units Ersa registered losses due to a R$23.137 reduction in the recoverable amount. This loss was fully allocated to the goodwill and registered under other operating expenses.

 

Based on these assumptions, no impairment was identified in the aforementioned cash generating units.

 

 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

16.   LOANS, FINANCING AND DEBENTURES

 

  Consolidated  Parent Compan 
    Current liabilities  Non-current liabilities    Current liabilities  Non-current liabilities 
  Rates (%)  2010  2009  2010  2009  Rates (%)  2010  2009  2010  2009 
FOREIGN CURRENCY                                       
Advance of Exchange Agreement (ACC)  4.35% and 4.98%      233,837      4.35% and 4.98%      233,837     
Prepayment  1.24% to 3.50%  473,255  309,437  1,840,269  2,872,698  1.24% to 3.50%  473,485  59,136  2,006,889  1,357,726 
Prepayment  3.51% to 7.50%    138,210    522,116    3.51% to 7.50%    372,519  515,008  1,454,688  2,729,647 
Prepayment            7.51% to 10.00%  15,596  16,298  366,564  383,064 
Perpetual bonds  7.00% and 9.50%    2,268  26,191  1,666,200  1,305,900           
Fixed rate notes  6.50% to 9.75%  76,006  29,339  3,832,260  2,263,560  1.50% to 5.65%  6,613  683,217  1,949,345  1,110,892 
Fixed rate notes  10.50%    32,074  33,518  666,480  696,480  9.13%    7,349  7,679  999,720  1,044,720 
Import financing  3.52% to 6.00%  57,293  42,107  59,322  80,481  3.52% to 6.00%  31,626  20,242  23,437  16,613 
Import financing  6.01% to 8.00%    16,849  38,041  24,396  41,679  6.01% to 8.00%    16,849  38,041  24,396  41,679 
BNDES/Finame  Int. rate Res. 635/87 +
1.70% and 2.70% 
20,085  19,796  55,256  75,241  Int. rate Res. 635/87
+ 1.70% and 2.70% 
17,875  17,479  50,148  67,615 
Other  3.30% and 4.19% and
5.37% and CDI + 1.20% 
85,790  27,826  103,587  126,870  Libor 6M + 2.25%
and 4.00% 
34,603  28,204  68,504  74,887 
    901,830  760,092  8,769,886  7,462,909    976,515  1,619,141  6,943,691  6,826,843 
 
LOCAL CURRENCY
 
BNDES/Finame  TJLP + 1.50% to 3.20%  308,968  280,802  1,907,596  1,634,920  TJLP + 1.50% to
3.20% 
196,176  181,348  910,961  953,492 
Debentures  103.60 % CDI and
9.40% + IGPM and
1.00% + TJLP 
41,750  30,659  1,760,846  624,570  103.60 % CDI  26,755  21,592  600,000  600,000 
Prepayment  104.80% and 109.50 %
CDI 
64,216  31,217  3,400,000  1,400,000  104.80% and
109.50 % CDI 
38,266  31,217  1,400,000  1,400,000 
CCB  112.50% CDI  1,354  19,782  3,000,000  2,000,000  112.50% CDI  1,354  19,782  3,000,000  2,000,000 
Intercompany            100.50% to
105.50% CDI 
1,155,991       
Other  100% IGPDI and 106%
CDI and CDI + 0.29%
and 5% and 14% 
26,443  18,489  23,303  93,444  100% IGPDI  1,744  1,570  6,964  7,833 
    442,731  380,949  10,091,745  5,752,934    1,420,286  255,509  5,917,925  4,961,325 
Total loans and financing    1,344,561  1,141,041  18,861,631  13,215,843    2,396,801  1,874,650  12,861,616  11,788,168 
Transaction costs    (35,929)  (27,121)  (80,816)  (62,162)    (30,454)  (23,568)  (44,614)  (56,060) 
Total loans and financing + transaction costs    1,308,632  1,113,920  18,780,815  13,153,681    2,366,347  1,851,082  12,817,002  11,732,108 

 

On December 31, 2010, funding transaction costs are as follows:

  

  Consolidated 
  Short-term Long-term     
  Total  2012  2013  2014  2015  After 2015  TJ (1)  TIR (2) 
Fixed rate notes  3,900  23,155  2,786  2,920  2,219  2,068  13,162  6,5% até 10%  6,75% até 10,7% 
BNDES  637  5,602  2,763  403  334  300  1,802  1,3% até 1,7%  1,44% até 7,39% 
BNDES  1,578  3,440  1,578  1,578  284      2,2% até 3,2%  7,59% até 9,75% 
Pre-payment  7,590  27,089  7,591  7,591  5,928  1,750  4,229  109,50% e 110,79% CDI  10,08% até 12,44% 
Pre-payment  676  3,461  676  676  676  578  855  2,37% e 3,24%  2,68% até 4,04% 
CCB  20,765  17,881  16,727  1,154        113,5% até 117,5% CDI  11,33% até 12,82% 
Other  783  188  188          103,6% CDI  12.59% 
Total  35,929  80,816  32,309  14,322  9,441  4,696  20,048     
  Parent Company 
  Short-term Long-term     
  Total  2012  2013  2014  2015  After 2015  TJ (1)  TIR (2) 
Fixed rate notes  701  1,403  701  702        9.75%  10.01% 
BNDES  403  3,242  403  403  334  300  1,802  1,30% até 1,70%  1,44% até 7,39% 
BNDES  1,453  3,149  1,453  1,453  243      2,2% até 3,2%  7,59% até 9,75% 
Prepayment  5,841  15,861  5,841  5,841  4,179      109,50% CDI  10.08% 
Prepayment  509  2,891  509  509  509  509  855  2,37% e 3,24%  2,68% até 4,04% 
CCB  20,765  17,881  16,727  1,154        112,5% CDI  11,33% até 12,82% 
Other  782  187  187          103,6% CDI  12.59% 
Total  30,454  44,614  25,821  10,062  5,265  809  2,657     

 

(1)           TJ – contractual annual interest rate

(2)           TIR – internal return annual rate

 

 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

On December 31, 2010, the principal of long-term loans, financing and debentures presents the following composition, by year of maturity:

 

  Consolidated  Parent Company 
2012  2,165,803  11.5%  2,083,976  16.2% 
2013  2,088,254  11.1%  2,574,384  20.0% 
2014  1,947,418  10.3%  2,074,421  16.1% 
2015  2,187,899  11.6%  2,463,610  19.2% 
2016  2,221,853  11.8%  1,732,319  13.5% 
After 2016  6,584,204  34.9%  1,932,906  15.0% 
Perpetual bonds  1,666,200  8.8%     
  18,861,631  100.0%  12,861,616  100.0% 

 

In September 2009, the Company issued bonds amounting to US$750 million through subsidiary CSN Islands XI Corp., which are due in September 2019 and pay 6.875% p.a., and interest rates paid twice a year as of March 2010. The Issuer may redeem the transaction in advance, with the payment of premium to the bonds’ creditors.

 

In July 2010, the Company issued bonds amounting to US$1 billion through its subsidiary CSN Resources, which are due in July 2020 and pay 6.5% p.a., its interest rates are paid twice a year as of January 2011. The Issuer may redeem the transaction in advance, with the payment of premium to the bonds’ creditors.

 

In September 2010, the Company issued bonds amounting to US$1 billion through subsidiary CSN Islands XII Corp. These indefinite maturity bonds pay 7% p.a. and  interest rates will be paid quarterly as of December 2010, and the issuer has the option to redeem the transaction at its face value in any maturity date for the interest as of September 23, 2015 (including).

 

On October 14, 2010, the Company fully redeemed Guaranteed Perpetual Bonds issued in 2005, through its wholly-owned subsidiary CSN Islands X Corp., guaranteed by CSN, at a 9.50% p.a. interest rate and amounting to US$750 million, plus the accrued interest rates and not paid up to the redemption date and any additional amounts payable regarding the Guaranteed Perpetual Bonds.

 

The collateral provided for loans comprise fixed asset items, sureties, bank guarantees and securitization operations (exports), as shown in the following table and do not include the guarantees provided to subsidiaries and jointly-owned subsidiaries.

 

  2010  2009 
Property, plant and equipment  47,985  47,985 
Personal guarantee  74,488  74,612 
Imports  21,820  41,964 
Securitization (exports)  288,338  206,125 
  432,631  370,686 

 

 

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Version: 1

 

The following table shows the amortization and funding in the current period:

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Opening balance  14,356,884  11,983,153  13,662,818  13,064,803 
Funding  8,789,548  7,671,696  2,663,709  5,946,354 
Amortization  (3,897,405)  (3,775,593)  (2,393,173)  (3,457,822) 
Other (*)  957,165  (1,522,372)  1,325,063  (1,890,517) 
Closing balance  20,206,192  14,356,884  15,258,417  13,662,818 

(*) Including exchange and monetary variations.

 

a) Loans and financing with certain agents contain covenants, with which the Company is in compliance on December 31, 2010.

 

·       DEBENTURES

 

i. Companhia Siderurgica Nacional

 

Fourth issue

 

As approved at the Board of Directors Meeting held on December 20, 2005 and ratified on April 24, 2006, the Company issued, on February 1, 2006, 60,000 non-convertible and unsecured debentures, in one single tranche, with a unit face value of R$10. These debentures were issued in the total issuance value of R$600,000. The credits from the negotiations with the financial institutions were received on May 3, 2006.

 

Compensation interest is applied on the face value of these debentures corresponding to 103.6% of the Clearing House for the Custody and Financial Settlement of Securities (Cetip) Interbank Deposit Certificate (CDI), and the maturity of the face value is scheduled for February 1, 2012, with early redemption option.

 

ii. Transnordestina Logística

 

On March 10, 2010, Transnordestina Logística S.A., obtained from the Northeast Development Bank (FDNE), approval for the issue of the 1st series of its 1st Private Issue of debentures convertible into shares, totaling ten tranches amounting to R$2,672,400. The first, third, fourth, seventh and ninth tranches refer to funds to be invested in module Missão Velha – Salgueiro – Trindade and Salgueiro – Port of Suape, which also includes investments in Port of Suape and reconstruction of stretch Cabo – Porto Real de Colégio. The second and fifth tranches refer to funds to be invested in module Eliseu Martins – Trindade. The sixth, eighth and tenth tranches refer to funds to be invested in module Missão Velha – Pecém, which also includes investments in Port of Pecém. The second and third tranches were fully subscribed and paid-up according to the dates and amounts shown below:

 

Issue  Series  General
Meeting
 
Number
Issued
 
Unitary
Face Value
 
Issue  Maturity  Charges  Balance
2010
 
1st  1st  02/08/10  336,647,184  R$ 1.00  09/03/10  03/10/27  TJLP + 0.85% p.a  336,647 
1st  2nd  02/08/10  350,270,386  R$ 1.00  25/11/10  03/10/27  TJLP + 0.85% p.a  350,270 
1st  3rd  02/08/10  338,035,512  R$ 1.00  01/12/10  03/10/27  TJLP + 0.85% p.a  338,036 

 

 

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DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

17.   FINANCIAL INSTRUMENTS

 

I - Identification and valuation of financial instruments

 

The Company operates with several financial instruments, from which the most relevant are funds available, including financial investments, securities, trade accounts receivable, accounts payable to suppliers and loans and financing. In addition, the Company also operates with derivative financial instruments, especially exchange swap and interest rate swap operations.

 

Considering the nature of instruments, the fair value is basically determined by using market prices in Brazil and abroad and prices at the Commodities and Futures Exchange. The amounts recorded in current assets and liabilities either have acid test ratio or are mostly due in three-month periods or less. Given the term and characteristics of these instruments, which are systematically renegotiated, book values are close to fair values.

 

Classification of financial instruments

 

    2010  2009 
Consolidated - R$ thousand  Available-
for-sale 
Fair value
through profit
and loss 
Loans and
receivables -
effective rate 
Other liabilities -
Amortized cost
method 
Balances Available-
for-sale 
Fair value
through profit
and loss 
Loans and
receivables -
effective rate 
Other liabilities -
Amortized cost
method 
Balances
Assets                                         
Current                                       
Cash and cash equivalents          10,239,278        10,239,278            7,970,791        7,970,791 
Net accounts receivable            1,259,461        1,259,461            1,186,315        1,186,315 
Guarantee margin of financial instruments          254,485        254,485            115,949        115,949 
Securitization reserve fund            22,644        22,644            91,703        91,703 
 
Non-current                                       
Other receivables            73,731        73,731            59,952        59,952 
Investments    2,102,112                2,102,112    319,727                319,727 
Securitization reserve fund          32,031        32,031            34,389        34,389 
 
Liabilities                                         
Current                                       
Loans and financing              1,302,811    1,302,811                1,110,382    1,110,382 
Debentures                41,750    41,750                30,659    30,659 
Derivatives      116,407            116,407        77,147            77,147 
Suppliers                521,156    521,156                504,223    504,223 
Non-current                                         
Loans and financing                17,100,785    17,100,785                12,591,273    12,591,273 
Debentures              1,760,844    1,760,844                624,570    624,570 
Derivatives        263            263        18,730            18,730 

 

Fair value measuring

 

Financial instruments recorded at their fair value require the disclosure of fair value measurement in three hierarchical levels:

 

·           Level 1: prices stated (unadjusted) in current markets for identical assets and liabilities

 

·           Level 2: Other information available, except that of level 1, which is noticeable to assets or liabilities, directly (with prices) or indirectly (resulting from prices).

 

·           Level 3: Available information due to little or none market activity, which is significant to set assets fair value. 

 

 

 

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Version: 1

 

The table below shows financial instruments recorded at fair value, using the evaluation method:

 

  2010  2009 
Consolidated - R$ thousand  Level 1  Level 2  Level 3  Balances  Level 1  Level 2  Level 3  Balances 
Assets                 
Non-current                 
Available-for-sale financial assets
Investments  2,102,112      2,102,112  319,727      319,727 
 
Liabilities                 
Current                 
Financial liabilities at fair value through profit and loss
Derivatives    116,407    116,407    77,147    77,147 
 
Non-current                 
Derivatives    263    263    18,729    18,729 

 

Instruments related to other price fluctuation risks for financial assets

 

II - Cash and cash equivalents, financial investments, accounts receivable, other current assets, suppliers, accounts payable and other current liabilities

 

Amounts that are accounted for in the financial statements by their book value are substantially similar to those which would be reached in case they were traded in the market. Fair values of other long-term assets and liabilities are not significantly different from their book values, except for the amounts below.

 

The estimated fair value for consolidated long-term loans and financing was calculated at market rates in force, considering the nature, term and risks similar to those of registered contracts, compared below:

 

  2010  2009 
  Book Value  Market Value  Book Value  Market Value 
Perpetual bonds  1,668,468  1,663,701  1,332,091  1,317,327 
Fixed Rate Notes  4,605,997  4,966,629  3,022,138  3,283,359 

 

III – Investments in available-for-sale securities and measured at fair value through profit and loss

 

These mainly represent investments in shares acquired in Brazil and abroad from first-tier companies rated by international rating agencies as investment grade, which are recorded in non-current assets and gains and eventual losses are recorded in shareholders’ equity, remaining there until the effective realization of these securities, or when an eventual loss is deemed impaired.

 

Financial assets measured at fair value through profit and loss are recorded under current assets and gains and eventual losses are recorded as financial revenue and expenses respectively.

 

IV - Financial risk management policy

 

The Company has and follows a risk management policy that provides guidance on the risks incurred by the Company. According to this policy, the nature and general position of financial risks is regularly monitored and managed with the purpose of evaluating results and the financial impact on cash flow. Credit limits and the quality of the counterparties’ hedge are also periodically revised.

 

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

 

Under the risk management policy, the Company manages some risks by using derivative instruments. The Company’s risk policy forbids speculative negotiations and short sale.

 

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·         Liquidity risk

 

This is the risk that the Company might not have sufficient cash to honor its financial commitments, due to term or volume mismatch between receipts and expected payments.

 

In order to manage cash liquidity in domestic and foreign currency, disbursement and future receipts assumptions were established and are daily monitored by the Treasury. Payment schedules for long-term installments of loans, financings and debentures are presented in Note16.

 

Below are the contracted financial liabilities maturities, including the payment of estimated interest.

 

  Consolidated 
December 31. 2010  Less than 1 year  1 -2 years 2 - 5 years Over 5 years
Loans, financing and debentures  1,344,561  4,254,057  6,357,168  8,250,406 
Derivative financial instruments  116,407  263     
Suppliers  521,156       
 
December 31. 2009         
Loans, financing and debentures  1,141,041  5,864,415  4,150,017  3,201,411 
Derivative financial instruments  77,147  18,729     
Suppliers  504,223       

 

·         Exchange rate risk

 

The Company evaluates its exposure to exchange rate risk by subtracting its liabilities from its assets in US dollar, Euro and Iene, recording its net exposure to exchange risk, which is effectively the exposure risk in foreign currency. Therefore, in addition to accounts receivable from exports and investments abroad that are economically natural hedge instruments, the Company evaluates and uses several financial instruments, such as derivative instruments (swap, dollar x real, future exchange contracts) to manage its exposure to exchange rate variation risks of the real against U.S. dollar.

 

Policies for the use of hedging derivatives

 

The Company’s financial policy reflects the liquidity parameters, credit and market risk approved by the Audit Committee and Board of Directors. The use of derivative instruments, with the purpose of preventing interest rate and foreign exchange rate fluctuations from having a negative impact on the Company’s balance sheet and statement of income, should comply with the same parameters. Pursuant to internal rules, this financial investment policy was approved and is managed by the Board of Executive Officers.

 

As a routine, the Board of Executive Officers presents and discusses, at the meetings of the Board of Executive Officers and Board of Directors, the Company’s financial positions. Pursuant to the Bylaws, significant amount operations require previous approval by the Company’s Management. The use of other derivative instruments is subject to prior approval by the Board of Directors.

 

In order to finance its activities, the Company often resorts to capital markets, either domestic or international ones, and due to the debt profile it seeks, part of the Company’s debt is pegged to foreign currency, mainly to the U.S. dollar, which motivates the Company to seek hedge for its indebtedness through derivative financial instruments.

 

In order to contract financial instruments and derivatives with the purpose of hedge in compliance with the structure of internal controls, the Company adopts the following policies:

 

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·           continuous ascertainment of the exchange exposure, which occurs by means of the assessment of assets and liabilities exposed to foreign currency, within the following terms: (i) accounts receivable and payable in foreign currency; (ii) cash and cash equivalents and debt in foreign currency, considering the maturity of assets and liabilities exposed to exchange rate fluctuation;

 

·           presentation of the financial position and foreign exchange exposure, as a routine, at meetings of the Board of Executive Officers and of the Board of Directors which approve this hedging strategy;

 

·           contracting of hedge derivative operations only with first-tier banks, diluting the credit risk due to diversification of these banks;

 

The consolidated net exposure to the foreign exchange rate on December 31, 2010 is shown as follows:

 

  2010 
  Consolidated
(amounts in US$
thousand) 
Cash and cash equivalents abroad  4,239,578 
Margin of derivative guarantee  152,734 
Trade accounts receivable - foreign market clients  96,584 
Securitization reserve fund  32,814 
Other assets  130,645 
Total assets  4,652,355 
Loans and financing  (5,734,873) 
Suppliers  (7,795) 
Other liabilities  (59,981) 
Total liabilities  (5,802,649) 
Gross exposure  (1,150,294) 
Notional value of contracted derivatives  1,249,529 
Net exposure  99,235 

 

The results obtained with these operations are in accordance with the policies and strategies defined by the Management.

 

·         Real-U.S. Dollar Commercial Exchange Rate Futures Contract

 

It seeks to hedge foreign-denominated liabilities against the Real variation. The Company may buy or sell commercial U.S. dollar futures contracts on the Commodities and Futures Exchange (BM&F) to mitigate the foreign currency exposure of its US dollar-denominated liabilities. The specifications of the Real-U.S. dollar exchange rate futures contract, including detailed explanation on the contracts’ characteristics and calculation of daily adjustments, are published by BM&F and disclosed on its website (www.bmf.com.br). In 2010, the Company paid R$179,564 and received R$259,490 in adjustments, thus having a gain of R$79,926. Gains and losses from these contracts are directly related to the currency fluctuations. On December 31, 2010, the Company did not have outstanding transactions.

 

·         Exchange swap transactions

 

The Company carries out exchange swap operations, aiming to protect its assets and liabilities of possible US dollar/Brazilian real fluctuations. Said exchange swap protection provides the Company, through the contract long position, FRA (Forward Rate Agreement) exchange coupon gain, which at the same time improves investment rates and reduces fundraising in the foreign market.

 

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On December 31, 2010, the Company held an exchange swap long position of US$1,178,000 thousand  (US$1,519,500 thousand in 2009), where it was received, from the long position, exchange variation over 2.29% per year on average (in 2009 exchange variation over 0.88% per year), and paid 100% of CDI in the exchange swap contract short position. 

 

On December 31, 2010, the consolidated position of these contracts is as follows:

 

i) Outstanding operations

 

  Notional value (US$ thousand)  Valuation 2010
(R$ thousand)
 
Fair value
(market)
(R$ 
Amount payable
in the year (R$
thousand) 
 
  Counterparties    2010    Operation maturity  Long-term
position
 
Short-term
position
 
 2010  Amount payable  
 
HSBC  223,000  01/03/11  372,794  (385,900)  (13,106)  (13,106) 
Deutsche Bank  265,000  01/03/2011 to 02/01/2011  443,143  (468,544)  (25,401)  (25,401) 
Itau BBA  450,000  01/03/11  751,835  (778,892)  (27,057)  (27,057) 
Santander  110,000  01/03/2011 to 01/02/2015  183,787  (190,395)  (6,608)  (6,608) 
Goldman Sachs  130,000  01/03/2011 to 01/02/2015  215,302  (224,658)  (9,356)  (9,356) 
  1,178,000    1,966,861  (2,048,389)  (81,528)  (81,528) 

 

ii) Settled operations

 

  Notional value (US$
thousand)
Valuation 2010
(R$ thousand)
Valuation 2009
(R$ thousand)
Fair value (market)
(R$ thousand)
Amount paid/received in the
year (R$ thousand) 
 
Counterparties  2010  2009  Long-term
position 
Short-term
position 
Long-term
position 
Short-term
position 
2010  2009  Amount
received 
Amount paid 
 
Deutsche Bank  983,000    1,740,799  (1,748,563)      (7,764)    6,170  (13,934) 
Goldman Sachs  2,132,000  300,000  3,857,227  (3,845,925)  523,270  (527,928)  11,302  (4,658)  54,579  (38,619) 
HSBC  3,680,500    6,442,985  (6,587,554)      (144,569)    17,266  (161,835) 
Itau BBA  2,890,000  130,000  5,081,102  (5,111,321)  226,753  (228,968)  (30,219)  (2,215)  64,845  (92,849) 
Santander  4,601,220  1,024,500  8,285,964  (8,292,883)  1,788,212  (1,824,172)  (6,919)  (35,960)  131,592  (102,551) 
Westlb  265,000  65,000  475,789  (491,788)  113,379  (114,569)  (15,999)  (1,190)    (14,809) 
  14,551,720  1,519,500  25,883,866  (26,078,034)  2,651,614  (2,695,637)  (194,168)  (44,023)  274,452  (424,597) 

 

The net position of the aforementioned contracts is recorded in a specific derivative account as a loss in the amount of R$81,528 in 2010 (loss of R$44,023 in 2009) and its effects are recognized in the Company’s financial result as loss in the amount of R$231,673.

 

The subsidiaries Tecon and Lusosider maintain derivative operations to hedge against Yen and US Dollar exposures. The notional value of these operations are JPY 2,390,398 and US$3,065 respectively and the results of these operations are consolidated in the Company’s results in the amount of R$11,387. As of December 31,2010, the net liability position was R$ 8,042.

 

The jointly-owned subsidiary MRS Logística has derivative (swap) operations with a notional of US$71,529 which caused proportional losses to the Company’s interest, in the amount of R$19,775 recognized in CSN’s consolidated financial results. On December 31, 2010, the net liability position was R$ 27,517.

 

In addition to the swaps above mentioned, the Company also made NDFs (Non Deliverable Forward) of its assets in Euros. Basically, the Company realized financial derivatives of its assets in Euros, from which it will receive the difference between the exchange variation in U.S. dollars observed in the period, multiplied by the notional value (long position) and pays the difference between the exchange variation in Euros observed in the period, over the notional value in Euros on the agreement date (short position). These are over-the-counter Brazilian market operations, and first-tier financial institutions are the counterparties, contracted within exclusive funds.

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On December 31, 2010, the consolidated position of these agreements was as follows:

 

i)              Outstanding transactions

 

  Notional value
(EUR thousand)
Valuation - 2010
(R$ thousand)
Fair value
(market)
(R$ thousand)
Amount
receivable in the
year (R$
thousand) 
 
Counterparties  2010  Operation
maturity 
Long-term
position 
Short-term
position 
2010  Amount
receivable 
 
Deutsche Bank  25,000  1/20/2011  56,648  (55,707)  941  941 
Goldman Sachs  50,000  1/20/2011  113,295  (111,415)  1,880  1,880 
HSBC  15,000  1/20/2011  34,029  (33,424)  605  605 
  90,000    203,972  (200,546)  3,426  3,426 

 

ii)             Settled operations

 

  Notional value (EUR thousand)  Valuation - 2010 (R$ thousand)  Amount payable in the
year (R$ thousand) 
 
Counterparties  2010  Operation maturity  Long-term
position 
Short-term
position 
Amount
receivable
/ received 
Amount
payable /
paid 
Itau BBA  25,000  07/12/10  56,833  (57,010)    (177) 
Deutsche Bank  30,000  7/12/2010 to 9/15/2010  68,061  (68,266)    (205) 
HSBC  75,000  7/12/2010 to 11/18/2010  170,998  (175,322)    (4,324) 
Goldman Sachs  125,000  9/15/2010 to 11/18/2010  283,127  (288,610)    (5,483) 
  255,000    579,019  (589,208)    (10,189) 

 

·         Sensitivity analysis

 

For the consolidated exchange operations with US Dollar fluctuation risk, based on the foreign exchange rate on December 31, 2010 of R$1.6662 per US$1.00, adjustments were estimated for five scenarios:

 

- Scenario 1: Probable scenario, 1.6736 future U.S. Dollar rate in the BM&F, maturing on February 1st, 2010, collected on December 31, 2010;

- Scenario 2: (25% of Real appreciation) R$/US$ parity of 1.2497;

- Scenario 3: (50% of Real appreciation) R$/US$ parity of 0.8331;

- Scenario 4: (25% of Real devaluation) R$/US$ parity of 2.0828;

- Scenario 5: (50% of Real devaluation) R$/US$ parity of 2.4993.

 

  2010 
  Risk  US$
notional
value 
Scenario 1  Scenario 2  Scenario 3  Scenario 4  Scenario 5 
    1.6662  1.6736  1.2497  0.8331  2.0828  2.4993 
Exchange swap  U.S. Dollar fluctuation  1,178,000  8,720  (490,696)  (981,392)  490,696  981,392 
 
Exchange position - functional currency Brazilian Reais  U.S. Dollar fluctuation  (1,150,294)  (8,514)  479,155  958,310  (479,155)  (958,310) 
(not including foreign exchange derivatives above)               
 
Consolidated exchange position  U.S. Dollar fluctuation  99,235  735  (41,336)  (82,673)  41,336  82,673 
(including foreign exchange derivatives above)               

 

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For the consolidated exchange operations with Euro fluctuation risk, based on the foreign exchange rate on December 31, 2010 of R$2.2280 per €$1.00, adjustments were estimated for five scenarios:

 

- Scenario 1: Probable scenario, R$2.2188 future Euro rate in the BM&F, maturing on February 1st, 2010, collected on December 31, 2010;

- Scenario 2: (25% of Real appreciation) R$/€$ parity of 1.6710;

- Scenario 3: (50% of Real appreciation) R$/€$ parity of 1.1140;

- Scenario 4: (25% of Real devaluation) R$/€$ parity of 2.7850;

- Scenario 5: (50% of Real devaluation) R$/€$ parity of 3.3420.

 

  2010 
  Risk  EUR Notional
value 
Scenario 1  Scenario 2  Scenario 3  Scenario 4  Scenario 5 
    2.2280  2.2188  1.6710  1.1140  2.7850  3.3420 
Exchange swap  EURO fluctuation  90,000  (831)  (50,130)  (100,260)  50,130  100,260 
Exchange position - functional currency               
Brazilian Reais  EURO fluctuation  5,588  (52)  (3,113)  (6,225)  3,113  6,225 
(not including foreign exchange derivatives above)               
Consolidated exchange position  EURO fluctuation  95,588  (883)  (53,243)  (106,485)  53,243  106,485 
(including foreign exchange derivatives above)

 

 

       Interest rate risk

 

Short and long-term liabilities, indexed to floating interest rates and inflation indexes. Due to this exposure, the Company maintains derivatives to manage these risks better.

·         Libor x CDI swap transactions

 

The purpose of these transactions is to hedge liabilities indexed to US Dollar Libor from Brazilian interest rate fluctuations. The Company has basically executed swaps of its liabilities indexed to Libor, in which it receives interest of 1.25% p.a. on the notional value in dollar (long position) and pays 96% of the Interbank Deposit Certificate – CDI on the notional value in Reais on the date of the contracting (short position). The notional value of these swaps on December 31, 2010 is US$150,000 thousand, hedging an export pre-payment operation in the same amount. The gains and losses from these contracts are directly related to exchange (dollar), Libor and CDI fluctuations. They are related to operations in the Brazilian over-the-counter market, in general, having first-tier financial institutions as counterparts.

 

On December 31, 2010, the position of these contracts is as follows:

 

a)     Outstanding operations

 

    Notional value US$
thousand 
Valuation-2010
(R$ thousand)
Fair value
(market) (R$
thousand) 
Amount payable in
the year (R$
thousand) 
 
Date of
maturity 
Counterparties  2010  Long-term
position
Short-term
position
2010  Amount payable 
2/12/2011  CSFB  150,000  254,575 (257,584) (3,009)  (3,009) 

 

 

 

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b)     Settled operations

 

    Notional value
US$ thousand 
Valuation - 2010
(R$ thousand) 
Valuation - 2009
(R$ thousand) 
Fair value (market)
(R$ thousand) 
 
Date of
maturity 
Counterparties  2010  2009    Long-term
position
  Short-term
position
  Long-term
position
Short-term
position 
2010  2009  Amount paid 
02/12/2010  CSFB  150,000  150,000 255,316  (259,411)  254,787  (256,971)  (4,095)  (2,184)  (1,911) 
05/12/2010  CSFB  150,000    255,228  (259,066)      (3,838)    (3,838) 
12/08/2010  CSFB  150,000    255,367  (260,316)      (4,949)    (4,949) 
12/11/2010  CSFB  150,000    255,320  (260,475)      (5,155)    (5,155) 
        1,021,231  (1,039,268)  254,787  (256,971)  (18,037)  (2,184)  (15,853) 

 

The net position of the aforementioned contracts is recorded in a specific derivative account as loss in the amount of R$3,009 on December 31, 2010 and its effects are recognized in the Company’s financial result as a loss in the amount of R$18,862.

 

·         Sensitivity analysis of interest rate swaps

 

  2010 
  US$ notional  Risk  Probable  25%  50% 
Interest rate swaps Libor vs CDI  150,000  (Libor) US$  (1,795)  (26,823)  (31,904) 

 

·         Sensitivity analysis of interest rate variations

 

The Company considers the effects of a 5% increase or decrease of interest rates over its loans, financing and outstanding debentures on December 31, 2010 of its Consolidated Financial Statements.

 

  Effects on results
  2010  2009 
Variations in interest rates     
TJLP  6,465  5,603 
Libor  7,102  7,466 
CDI  42,103  17,209 

 

·         Share’s market price risks

 

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

 

The table below summarizes the share price variation effects on shareholders’ equity and other comprehensive income.

 

  Consolidated 
Other comprehensive income  2010  2009 
Net variation in the market value of available-for-sale financial instruments  515,572  36,885 

 

The Company received in 2010 the amount of R$11,754 referring to interest on shareholders’ equity.

 

 Investments in ADR/shares acquired from first-tier companies traded at BOVESPA and ASX (Australian Securities Exchange).

 

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The sensitivity analysis is based on the assumption of maintaning the market values of 12/31/2010 as probable scenario. Therefore, not impacting on the above-mentioned financial instruments classified as available for sale. The Company considered the scenarios presented below for volatilidade das ações.

 

Scenario 1: (25% of shares appreciation);

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

Scenario 3: (25% of shares devaluaition);

Scenario 4: (50% of shares devaluation)

 

  Impact on Shareholders' Equity
Companies  25%  50%  25%  50% 
Usiminas  204,934  409,867  (204,934)  (409,867) 
Riversdale Mining Limited  103,103  206,205  (103,103)  (206,205) 
Planatlântica  2,551  5,101  (2,551)  (5,101) 
  310,587  621,174  (310,587)  (621,174) 

 

·         Credit risk

 

The exposure to credit risk of financial institutions complies with the parameters established in the financial policy. The Company normally uses a detailed analysis of its equity and financial situation, in addition to that of its customers and suppliers, establishing a credit limit and a permanent follow up of its debt balance. 

 

Regarding its financial investments, the Company only invests in low credit risk institutions assessed by rating agencies. Since part of the Companies’ funds is invested in Brazilian government bonds, there is also exposure to the Brazil’s credit risk.

 

·         Capital Management

 

The Company manages its capital structure with the purpose of protecting/preserving its capacity to continually offer return to shareholders and benefits to other interested parties, in addition to keeping an ideal capital structure to reduce this cost.

 

Other risks instruments associated with fluctuation in prices of financial assets

 

Total return equity swap contracts

 

On August 13, 2009, the Company pre-settled the total return equity swap operation contracted on September 5, 2008, as approved by the Board of Directors on July 8, 2009.

 

      2009 
Date of
issue
Settlement
date
Notional
value
(US$ 
Assets  Liabilities  Market
value
9/5/2008  8/13/2009  1,050,763  1,364,812  (1,934,741)  (569,929) 

 

Despite this operation’s accumulated losses from September 5, 2008 up to the date of its settlement, in the amount of R$569,929, during 2009 the operation generated a profit totaling R$1,026,465. 

 

Swap contract without cash, had as counterpart Banco Goldman Sachs International, was pegged to 29,684,400 American Depositary Receipts (“ADR”) of Companhia Siderúrgica Nacional (long position) and Libor of 3 months + spread of 0.75% p.a. (short position).

 

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The gains and losses from this contract were directly related to foreign exchange fluctuations, the Company’s ADRs and Libor quotation. This instrument was recorded in other accounts payable in the balance sheet, and gains and loss, by accrual period, in the Company’s financial income (loss).

 

This operation had deposit related to the guarantee margin with the counterparty in the amount of US$593,410 remunerated daily at the Fed Fund rate, and this deposit was released on the operation settlement date. The guarantee margin was recorded in other accounts receivable under current assets.

 

V – Guaranteed deposits

 

The Company has guaranteed deposits amounting to R$254,485 (R$115,964 in 2009); which is invested at the Deutsche to guarantee the derivative financial instrument agreements, specially swap between CSN Islands VIII and CSN. Additionally, the Company has a securitization reserve fund amounting to R$54,675 (R$126,092 in 2009) as set forth in the securitization program agreements (see Note 16).

 

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18.   OTHER LIABILITIES

 

Other liabilities classified under current and non-current liabilities are as follows:

 

  Current  Non current 
  Consolidated  Parent Company  Consolidated  Parent Company 
  2010  2009  2010  2009  2010  2009  2010  2009 
Obligations with related parties (Note 5)  148,364  80,062  372,185  200,152  3,028,924  2,980,772  8,141,037  8,056,146 
Unrealized losses with derivatives (Note 17)  116,407  77,146  3,010  2,184  263  18,729     
Dividends and interest on shareholders' equity  631,344  383,079  630,051  383,079         
Advances to clients  35,361  85,464  29,003  29,607         
Taxes paid in installments (Note 20)  656,678  582,190  652,894  547,292  859,898  437,231  829,537  277,050 
Other liabilities  266,798  410,633  223,848  319,224  178,350  229,591  136,996  144,776 
  1,854,952  1,618,574  1,910,991  1,481,538  4,067,435  3,666,323  9,107,570  8,477,972 

 

19.   SURETIES AND GUARANTEES

 

The Company has the following liabilities with its subsidiaries and jointly-owned subsidiaries, in the amount of R$7,484,271 (R$4,863,348 in 2009), for guarantees provided:

 

  In million 
  Currency  Maturity  Loans Tax foreclosure  Other Total
      2010  2009  2010  2009  2010  2009  2010  2009 
Transnordestina  R$  06/01/2010 to 05/08/2028  1,145,397  298,000      5,186  2,800  1,150,583  300,800 
CSN Cimentos  R$  Indefinite      32,745  26,100  26,987  26,987  59,732  53,087 
Prada  R$  Indefinite      9,958  9,900  740  1,900  10,699  11,800 
Sepetiba Tecon  R$  Indefinite  1,465  1,900  15,000  15,000  61,519  66,500  77,983  83,400 
Itá Energética  R$  09/15/2013  9,587  93,700          9,587  93,700 
CSN Energia  R$  Indefinite      1,029  1,000  2,336  3,300  3,365  4,300 
Total in R$      1,156,449  393,600  58,732  52,000  96,767  101,487  1,311,948  547,087 
 
CSN Islands VIII  US$  12/16/2013  550,000  550,000          550,000  550,000 
CSN Islands IX  US$  01/15/2015  400,000  400,000          400,000  400,000 
CSN Islands X  US$  Perpetual    750,000            750,000 
CSN Islands XI  US$  09/21/2019  750,000  750,000          750,000  750,000 
CSN Islands XII  US$  Perpetual  1,000,000            1,000,000   
Aços Longos  US$  12/31/2011  4,431  8,700          4,431  8,700 
CSN Resources  US$  07/21/2020  1,000,000            1,000,000   
CSN Cimentos  US$  07/15/2010    200            200 
Namisa  US$  12/31/2009    20,000            20,000 
Total in US$      3,704,431  2,478,900          3,704,431  2,478,900 
Total in R$      6,172,323  4,316,261          6,172,323  4,316,261 
      7,328,772  4,709,861  58,732  52,000  96,767  101,487  7,484,271  4,863,348 

 

20.   TAXES PAID IN INSTALLMENTS

 

·                     Tax recovery program (Refis)

 

·                     Federal Refis

 

On November 26, 2009, CSN and its subsidiaries adhered to the Federal Tax Repayment Program (REFIS) introduced by Law 11,941/09 and Provisional Measure 470/09, in order to settle their tax and social security liabilities through a special settlement and installment payment system. The adhesion to special tax programs reduced the amount payable of fines, interests and legal charges previously due.

 

The Management’s decision took into account the matters judged by higher courts, as well as the evaluation of its external advisors as to the possibility of a favorable court decision for the lawsuits in progress.

 

In November 2009 and February 2010, companies recorded the adjustments necessary to be made in the provisions, as well as reductions in debits set forth in special programs, according to the waiver date of administrative appeals or legal proceedings. In 2009, the Parent Company recorded a positive effect of R$505,853 before IRPJ and CSLL whereas the consolidated was R$507,633. In 1Q10, those amounts corresponded to a negative effect of R$48,890 and R$42,364 before IRPJ and CSLL in the Parent Company and consolidated, respectively, which were recorded in other operating revenues and expenses and financial income (loss) (see Notes 26 and 27).

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The new debit value after the application of reductions related to the tax program of Law 11,941/09 was offset with court deposits related to these lawsuits and is subject to validation by the proper authorities. The remaining balance will be paid in 180 monthly installments as of the consolidation of debits by the authorities.

 

As for debits recorded pursuant to Provisional Measure 470/09, these are being paid in 12 installments as of November 2009. In July 2010, the Company chose to offset with the amounts of tax loss carryforwards and negative basis of social contribution the last four installments of this tax recovery program, pursuant to the possibility set forth in the applicable legislation.

 

Respective authorities are still examining the data presented with the purpose of consolidating the debits included in installment payments set forth by Provisional Measure 470/09 and Law 11,941/09.

 

On December 31, 2010, the position of debits from Refis, recorded in taxes paid in installments was R$1,410,062 (R$824,342 in 2009) in the parent Company and R$1,444,207 (R$826,844 in 2009) in the consolidated.

 

·                     State Refis

 

On January 18, 2010, the state of Rio de Janeiro enacted Law 5,647/10, which implemented the Tax Recovery Program. Based on this new rule, amounts due have reduced fines and interests and could be settled with judgment debts of the government until May 31, 2010. The Company and its subsidiaries, CSN Cimentos and MRS, have chosen to include certain state tax debits in the Tax Recovery Program (REFIS), which amounted to R$52,387, with no significant impact on the income for the year.

 

 

21.   TAX, SOCIAL SECURITY, LABOR AND CIVIL PROVISIONS AND JUDICIAL DEPOSITS

 

Several proceedings involving actions and complaints of a number of issues are being challenged at the proper jurisdictions. The breakdown of the amounts recorded as provisions and the respective judicial deposits related to those actions are shown as follows:

 

  2010  2009  01/01/2009 
  Judicial
deposits
 
Liabilities
provisioned
 
Judicial
deposits
 
Liabilities
provisioned
 
Judicial
deposits
 
Liabilities
provisioned
 
Social security and labor  78,302  183,141  58,617  131,032  43,331  120,403 
Civil  38,646  54,613  31,066  41,625  22,025  44,704 
Tax  847,301  67,427  839,008  15,753    1,266 
Guaranteed deposits  43,856    42,184    39,563   
  1,008,105  305,181  970,875  188,410  104,919  166,373 
Legal liabilities challenged in court:             
Tax             
IPI premium credit  1,227,892  1,227,892  1,227,892  1,227,892  1,196,822  2,227,203 
CSLL credit on exports    401,916    1,240,158    1,156,830 
SAT        50,880    66,650 
Education allowance  36,189  33,121  36,189  33,121  36,189  33,121 
CIDE  54,211  27,545  29,913  27,674  27,616  27,390 
Income tax / "Plano Verão"  341,551  20,892  339,215  20,892  336,826  20,892 
Other provisions  36,078  113,552  36,078  108,203  370,268  107,436 
  1,695,921  1,824,918  1,669,287  2,708,820  1,967,721  3,639,522 
  2,704,026  2,130,099  2,640,162  2,897,230  2,072,640  3,805,895 
Total current - consolidated    200,288    172,657    149,799 
Total non-current - parent company  2,704,026  1,929,811  2,640,162  2,724,573  2,072,640  3,656,096 
 
Total current - consolidated    222,461    189,517    161,144 
Total non-current - parent company  2,774,706  2,016,842  2,706,971  2,838,670  2,107,251  3,747,601 

 

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The change in provisions for contingencies for the years ended December 31, 2010 and December 31, 2009 are as follows:

 

Consolidated 
Non current  Current 
Nature  2009  Additions  Final charges    Utilization Transfer to
taxes in

installments
 
2009  2010  2009 
Civil  17,717  5,500  5,384  (5,393)    23,208  57,622  43,711 
Labor  18,778    7,511  (2,940)    23,349  164,839  145,806 
Tax  2,696,181  60,707  519,074  (957,809)  (406,893)  1,911,260     
Pension plan  105,994  36,966  16,550  (100,485)    59,025     
  2,838,670  103,173  548,519  (1,066,627)  (406,893)  2,016,842  222,461  189,517 
 
 
Parent Company 
Non current  Current 
Nature  2009  Additions  Final charges    Utilization Transfer to
taxes in

installments
 
2009  2010  2009 
Civil    5,500    (5,000)    500  54,113  41,625 
Labor              146,175  131,032 
Tax  2,673,693  49,532  506,397  (930,384)  (406,893)  1,892,345     
Pension plan  50,880  36,966  16,550  (67,430)    36,966     
  2,724,573  91,998  522,947  (1,002,814)  (406,893)  1,929,811  200,288  172,657 

 

The provisions for civil, labor, tax, environmental and social security liabilities were estimated by the Company’s Management substantially based on the opinion of its legal counsel, and only the cases classified as risk of probable loss were recorded. Additionally, the provisions include tax liabilities arising from actions taken on the Company’s initiative, plus SELIC (Special Settlement and Custody System) interest.

 

The Company and its subsidiaries are defendants in other judicial and administrative proceedings (labor, civil and tax) in the approximate amount of R$4,200,104, R$2,939,678 of which corresponds to tax proceedings, R$302,847 to civil actions and R$957,579 to labor and social security lawsuits. According to the Company’s legal counsel, these administrative and legal proceedings are assessed as possible risk of loss. These proceedings were not accrued in accordance with the Management’s judgment and with accounting practices adopted in Brazil.

 

a) Labor proceedings

 

On December 31, 2010, the Company is defendant in 9,302 labor claims, with a provision in the amount of R$146,175 (R$131,032 in 2009). Most of the pleadings of the actions are related to joint and/or subsidiary liability, wage parity, additional allowances for unhealthy and hazardous activities, overtime and differences related to the 40% fine on FGTS (severance pay) resulting from the federal government’s economic plans, health plan, action for damages due to alleged occupational disease or accident and profit sharing differences from 1997 to 1999 and from 2001 to 2003.                                                                                               

 

b) Civil proceedings

 

Among the civil judicial proceedings to which the Company is defendant, there are mainly actions with indemnification request. Such proceedings, in general, arise from occupational accidents, diseases, contractual controversies, related to the Company’s industrial activities. A provision in the amount of R$54,113 on December 31, 2010 (R$41,625 in 2009) was recorded for proceedings involving civil matters.

 

Among the environmental administrative/legal proceedings in which the Company is defendant, these mainly refer to administrative proceedings aiming the verification of possible environmental irregularities and the environmental licenses regularization; at courts, there are collection suits of fines levied due to these irregularities

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and public civil actions requesting the regularization cumulated with indemnities, which include environmental restoration, in most of the cases. These proceedings usually derive from controversies related to alleged damage to the environment, concerning the Company’s industrial activities. On December 31, 2010, the Company accrued the amount of R$500 for environmental-related lawsuits.

 

c) Tax proceedings

 

§  Income and Social Contribution Taxes

 

(i) Plano Verão - The parent Company claims the recognition of the financial-tax effects on the calculation of the income and social contribution taxes on net income, related to the 51.87% inflation write-down of the Consumer Price Index (IPC), which occurred in January and February 1989 (“Plano Verão”).

 

In 2004, the proceeding was concluded and a final and unappealable decision was reached, granting the right to apply the index of 42.72% (January 1989), from which the 12.15% already applied should be deducted. The use of the index of 10.14% (February 1989) was also granted. The proceeding is currently under expert inspection.

 

On December 31, 2010 the Company recorded R$341,551 (R$339,215 in 2009) deposited in court and classified in a specific court deposit account in long-term receivables and provision of R$20,892 (R$20,892 in 2009), representing the portion not recognized in court.

 

(ii) Social Contribution on Net Income - Exports – In February 2004, the Company filed a lawsuit in order to be exempted from the social contribution payment on its export revenues/earnings, as well as obtaining a court authorization to be able to repeat/offset all social contribution values that had been improperly paid on export  revenues/earnings since the publication of the Amendment 33/2001, which provided a new wording to Article  149, paragraph 2 of CF/88, when establishing that “social contributions will not levy on revenues resulting from exports”.

 

In March 2004, a preliminary injunction was issued, later confirmed in a court decision, which authorized the exclusion (of the CSLL calculation basis) only from the profit from exports.

 

Said decision was renewed by the 4th Panel of the 2nd Regional Federal Court (TRF), which overruled the writ claimed by the Parent Company. An Extraordinary Appeal was filed against this decision, whose progress was suspended until the Brazilian Federal Court (STF) renders a decision on the matter in the records of the Extraordinary Appeal 564,413 (leading case), in which the existence of a general rebound of this very constitutional issue was acknowledged.

 

In December 2008, the Company received a Collection Letter of the amounts referred to the exclusion of “revenues” on the CSLL calculation basis. Consequently, the Company’s Management approved the adhesion of the Collection Letter to the tax payment in installments program set forth by Law 11,941/2009 (REFIS), and also the litigation continuity about the main principle, related to the non-levy of CSLL on export profit, which was recently judged by the Supreme Court in Extraordinary Appeal notices 564,413 (leading case) in dissenting opinion (6X5) to taxpayers, still pending publication and that shall be purpose of an appeal.

 

Up to December 31, 2010, the amount of suspended liability and the credits offset based on the aforementioned proceeding was R$401,916 (R$1,240,158 in 2009), plus Selic interest rate.

 

§  Contribution for intervention in the Economic Domain - CIDE

 

The parent Company questioned the legality of Law 10168/00, which established the payment of CIDE on the amounts paid, credited or remitted to beneficiaries not resident in Brazil, for royalties or remuneration purposes on supply contracts, technical assistance, trademark license agreement and exploitation of patents.

 

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The lower court decision was unfavorable, which was ratified by the 2nd Regional Federal Court (TRF). Appeals for Clarification of Judgment were filed, which were rejected, and an Extraordinary Appeal was filed at STF, which is awaiting decision as to its admissibility.

 

Due to adverse decisions and benefits from reduction of fines and interest rates, the Company’s Board of Directors approved the adhesion of said litigation to the tax recovery program of Law 11,941/2009.

 

After having applied the benefits of this program, the Company also maintains judicial deposits in the amount of R$6,141, out of which R$2,895 refer to excess deposits after the application of REFIS reductions that may be offset with other debits discussed in court by the taxpayer or converted into income. On December 31, 2010, there is a provision in the amount of R$3,246 (R$3,376 in 2009), which includes legal charges.

 

§  Education allowance

 

The parent Company challenged the unconstitutionality of the education allowance and the possible recovery of the amounts paid in the period from January 5, 1989 to October 16, 1996. The proceeding was judged unfounded, and the Federal Regional Court maintained its unfavorable decision, which is final and unappealable.

 

In view of this fact, CSN attempted to pay the amount due, but FNDE and INSS did not reach an agreement about who should receive it. A fine was also demanded, but CSN did not agree on it.

 

CSN filed new proceedings questioning the above-mentioned facts and deposited in court the amounts due. In the first proceeding, the 1st level sentence judged partially favorable the pleading, in which the Judge removed the amount of the fine, maintaining, however, the SELIC rate. The Company presented brief of respondent to the defendant’s appeal, and appealed concerning the SELIC rate.

 

The amount provided for and deposited in court on December 31, 2010 totals R$33,121 (R$33,121 in 2009).

 

§  Workers’ Compensation Insurance - SAT

 

The parent Company is challenging in court the increase in the SAT rate from 1% to 3% and is also contests the raise in SAT for purposes of Contribution to Special Retirement, whose rate was set at 6%, in accordance with the legislation, for employees who are exposed to harmful agents.

 

As for the first proceeding mentioned above, the lower court decision was unfavorable and the proceeding is under judgment in the 2nd Region of the Federal Regional Court. As for the second proceeding it ended up unfavorably for the Company, and the total amount due in this proceeding of R$33,077, which was deposited in court, was converted into revenue for the benefit of INSS.

 

The amount accrued on December 31, 2010, totals R$36,966 (R$50,880 in 2009), which includes legal additions and is exclusively related to the process of rate difference from 1% to 3% for all establishments of the Company. Due to the probability of losing of this discussion, the Company’s Board of Directors approved the adhesion of said discussions to the installment payment set forth by Law 11941/09. Due to the adhesion to REFIS and the withdrawal from the litigation that discussed the rate increase from 1% to 3%, CSN included the period that had not been assessed in the Common Installment Program, which awaits ratification.

 

§  IPI premium credit on exports

 

The Brazilian tax laws allowed companies to recognize IPI premium credit until 1983, when the Brazilian government, through Executive act, cancelled these benefits, prohibiting companies to use these credits.

 

The parent Company challenged the constitutionality of this act and filed a claim to obtain the right to use the IPI premium credit on exports from 1992 to 2002, once only laws enacted by the legislative branch may cancel or revoke benefits prepared by prior legislation.

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In August 2003 the Company obtained a favorable lower court decision, authorizing the use of the credits aforementioned. The national treasury appealed against this decision and obtained a favorable decision, and the Company then filed a special and extraordinary appeal against this decision at the Superior Court of Justice and at the Federal Supreme Court, respectively.

 

Between September 2006 and May 2007, the Brazilian Treasury filed 5 tax foreclosures and 3 administrative proceedings against the Company, related to the payment of taxes which were offset with IPI premium credits. The total payment amount was restated at approximately R$4.5 billion on December 31, 2010.

 

On August 29, 2007, CSN offered property to be levied upon treasury shares in the amount of R$536 million. 25% of this amount will be replaced by judicial deposits in monthly installments performed up to December 31, 2007 and as these substitutions take place, it was requested that the equivalent amount in shares be released from the levy of execution for the share price determined at the closing price of the day prior to the deposit. The requirement was pending decision.

 

On August 13, 2009, the Federal Supreme Court issued a decision with effects of general repercussion establishing that the IPI Premium Credit was only effective up to October 1990. Thus, the credits determined after 1990 were not recognized, and, in view of this court decision, the Company’s Board of Directors approved the adhesion of said issues to the tax recovery programs of tax debits pursuant to the Provisional Measure 470/09 and Law 11941/09, in which there is the advantage of reduced fines, interest and legal charges.

 

The Company held accrued the amount of credits already offset, increased by default charges up to September 30, 2009. The new debit value after the application of reductions set forth in the program of Law 11941/09, was offset with court deposits related to said operations, resulting in an excess deposits amounting to R$516 million after the application of REFIS reductions, which can be offset with other debits included in the installment payment or refunded. Such debits are yet subject to ratification by the proper authorities, which will take place as of the second quarter of 2011.

 

Debits registered pursuant to MP 470/09 have been paid in 12 installments as of November 2009, and the last four installments were replaced by the amounts of loss carryforwards and negative basis of social contribution, pursuant to the possibility set forth in the applicable legislation. Proper authorities are still examining the data presented to consolidate debits included in said payment in installments. Up to the moment, four administrative proceedings, amounting to R$1,8 billion, are being challenged in court by proper authorities, two of which were purpose of registry as an overdue tax liability. The Company promptly challenged appeals in the administrative scope (by presenting proper appeals) in view of strong arguments about the inclusion of such debits in the payment in installments allowed for by MP 470/09 and, by means of an Injunction, suspended the appeals presented, said effect will suspend the enforceability of said debts until a final decision is issued in the administrative scope. Administrative Proceedings which aim at including again the debts in the Provisional Measure 470/09 have still been analyzed.

 

§  Other

 

The parent Company also recorded provisions for proceedings related to INSS, Severance Pay (FGTS) - Supplementary Law 110, COFINS Law 10833/03, PIS - Law 10637/02 and PIS/COFINS - Manaus Free-trade Zone, amount of which totaled R$84,367 on December 31, 2010 (R$72,124 in 2009), which includes legal accruals.

 

Regarding the Cofins debit Law 10833/03, the Board of Executive Officers approved the adhesion of said discussions to the tax recovery program Law 11941/09. The Parent Company maintained a provision in the amount of credits already offset, increased by default charges up to September 30, 2009.

 

The new debit value after the application of reductions set forth in the program of Law 11941/09, was offset by court deposits related to said operations, resulting in an excess deposits amounting to R$9,141 after the application of REFIS reductions, which can be offset by other debits included in the installment payment, or under court decision or refunded. Such debits are yet subject to ratification by the proper authorities yet, which will take place by 2011.

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On June 14, 2010, the Regional Federal Court of Brasília rejected the annulment action filed by CSN against CADE – Administrative Council for Economic Defense, which aimed at annulling its injunction for the so-infringements provided for in Articles 20 and 21, item I of Law 8884/1984. The respective appeals were presented against this decision, which were denied allowing for a Motion for Clarification that await final decision. It remained pending. The collection of the fine, amounting to R$65,292, was suspended by Court decision, which granted a provisional supersede as to guarantee the debit through a surety issued by CSN. This action is classified under risk of possible loss.

 

22.   PROVISIONS FOR ENVIRONMENTAL LIABILITIES AND DECOMMISSIONING

 

a) Environmental liabilities

 

On December 31, 2010, the Company has a provision in the amount of R$271,608 in the Parent Company and R$278,106 in the consolidated (R$116,309 and R$116,544 in 2009) for use in expenses related to services for environmental investigation and recovery of areas potentially polluted within the plants in the States of Rio de Janeiro, Minas Gerais and Santa Catarina. The expenses estimates are reviewed periodically by adjusting the amounts already recorded, whenever necessary.  These are the Management’s best estimates considering the degraded area recovery studies and those in process of exploitation.

 

Provisions are measured by present value of expenses that shall be required to settle the obligation, using a rate before taxes, which reflects the market’s current valuations of cash value over time and the specific risks of obligation. The higher obligation due to passage of time is recognized as financial expenses.

 

The long term interest rate used for discount at present value and adjustments to provisions accounted for 11.00% in December 31,2010. The constituted liabilities are periodically adjusted based on the discount rates plus the interest rate (IGPM) at force in the period.

 

b) Assets decommissioning

 

Liabilities related to assets decommissioning consist of costs estimates due to decommissioning or restoration of areas at the shutdown of mineral resources exploitation and extraction activities. Initial measurement is recognized as liability discounted at present value and subsequently by adding expenses over time. Assets decommissioning costs corresponding to the initial liability is capitalized as part of the book value of that asset that has been depreciated during the asset’s useful life period. The liability recorded on December 31, 2010 was R$13,435 in the Parent Company and R$17,421 in the consolidated (R$11,915 and R$15,524 in 2009).

 

23.   SHAREHOLDERS’ EQUITY

 

 i.Paid in capital stock

 

The Company’s fully subscribed and paid-in capital stock on December 31, 2010 amounted to R$1,680,947 (R$1,680,947 on December 31, 2009), split into 1,483,033,685 (755,179,610 in 2009) common book-entry shares, with no par value. Each share is entitled to one vote in the resolutions of the General Meeting. The Extraordinary General Meeting held on March 25, 2010, approved the split of shares representing the capital stock. After this split, each share is now represented by two (2) new shares. At the Extraordinary General Meeting held on November 1st, 2010 the shareholders approved to cancel 27,325,535 shares held in treasury.

 

 

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ii. Authorized capital stock

 

The Company’s bylaws in force on December 31, 2010, determine that the capital stock can be increased up to 2,400,000,000 shares, by decision of the Board of Directors.

 

iii. Legal reserve

 

Recorded at the proportion of 5% on the net income determined in each period, pursuant to Article 193 of Law 6404/76, reaching the limit for its recording, as determined by the current legislation.  

 

iv.  Treasury shares

 

The Company holds 25,063,577 shares in treasury issued by itself purchased in the market for the amount of R$570,176 (R$1,191,559 in 2009) for future sale or cancelation. The market value on December 31, 2010 was R$668,446 (R$1,466,895 in 2009).

 

v. Shareholding structure

 

On December 31, 2010, the shareholding structure was as follows:

 

  2010 
  Number of
Common Shares 
% Total shares % excluding
treasury
shares 
Vicunha Siderurgia S.A.  697,719,990  47.05%  47.86% 
Rio Iaco Participações S.A.  58,193,503  3.92%  3.99% 
Caixa Beneficente dos Empregados da CSN - CBS  12,788,231  0.86%  0.88% 
BNDESPAR  31,773,516  2.14%  2.18% 
Sundry (ADR - NYSE)  358,913,048  24.20%  24.62% 
Other shareholders (approximately 10 thousand)  298,581,820  20.13%  20.47% 
  1,457,970,108  98.31%  100.00% 
Treasury shares  25,063,577  1.69%   
Total shares  1,483,033,685  100.00%   

 

 

vi. Breakdown of outstanding shares

 

Breakdown of outstanding common shares  Number of  Balance of 
  shares  treasury shares 
Initial balance in 2009  1,517,338,908  69,468,768 
Acquisition of treasury shares  (59,368,800)  59,368,800 
Cancellation of shares    (76,448,456) 
Balance on December 31, 2009  1,457,970,108  52,389,112 
Cancellation of shares    (27,325,535) 
Balance on December 31, 2010  1,457,970,108  25,063,577 

 

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24.   SHAREHOLDERS’ REMUNERATION

 

  12/31/2010 
Net income for the year  2,516,376 
IFRS adjustment - First-time adoption  (33,416) 
Basic net income to calculate dividends  2,482,960 
 
Proposed Allocation:   
Investment reserve  (626,160) 
Total allocation in reserves  (626,160) 
Interest on shareholders' equity  (356,800) 
Dividends proposed  (1,500,000) 
Total dividends and interest on shareholders' equity proposed  (1,856,800) 
 
Weighted average of number of shares  1,457,970 
Dividends and interest on equity per share  1.2736 
 
Additional information:   
Minimum mandatory dividends (*)  629,094 
Leftover from previous years  957 
  630,051 

(*) The Bylaws of the CSN decides to distribute dividends in the mandatory minimum percentage of 25% after exclusion of legal reserves.

 

a)      Interest on shareholders’ equity

 

The Company’s Management will propose to the Annual General Meeting the payment of interest on shareholders’ equity in the amount of R$356,800, equivalent to R$0.244724 per share of the outstanding capital stock on this date.

 

The calculation of interest on shareholders’ equity is based on the variation of the Long-Term Interest Rate (TJLP) on shareholders’ equity, limited to 50% of the income for the year before income tax or 50% of retained earnings and profit reserves, in which case the higher of the two limits may be used, pursuant to the legislation in force.

 

In compliance with the CVM Resolution 207, of December 31, 1996, and with tax rules, the Company opted to record the proposed interest on shareholders’ equity, as corresponding entry against the financial expenses account, and reverse it in the same account, and not presenting it in the statement of income and not generating effects on net income, except with respect to tax effects recognized in deferred income and social contribution taxes. Management will propose that the amount of interest on shareholders’ equity be attributed to the mandatory minimum dividend.

 

 

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25.   NET REVENUE

 

Net selling revenue is broken down as follows:

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Gross Revenue         
Local market  13,201,074  10,488,409  11,770,069  9,079,288 
Foreign market  4,270,333  3,197,187  1,130,695  1,494,799 
  17,471,407  13,685,595  12,900,764  10,574,087 
Deductions         
Sales cancelled and discounts  (416,706)  (462,954)  (133,287)  (99,254) 
Taxes on sales  (2,604,191)  (2,244,278)  (2,315,507)  (1,870,472) 
  (3,020,897)  (2,707,232)  (2,448,794)  (1,969,727) 
Net Revenue  14,450,510  10,978,364  10,451,970  8,604,360 

 

26.   OTHER OPERATING EXPENSES AND INCOME

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Other operating expenses  (643,081)  (695,905)  (613,072)  (676,248) 
Taxes and fees  (81,394)  (109,753)  (68,885)  (89,570) 
Effect of REFIS Law 11,941/09 and MP 470/09 (Note 20)  (8,444)    (42,835)   
Provision for contingencies and net losses of reversals  (260,235)  (297,695)  (210,439)  (275,897) 
contractual penalties and nondeductible  (155,445)  (46,882)  (167,865)  (63,075) 
Fixed cost - stoppage  (21,213)  (34,198)  (18,101)  (29,571) 
Derecognition of obsolete assets  (32,098)  (112,483)  (24,886)  (107,276) 
Expenses with project engineering  (21,142)  (6,385)  (21,109)  (6,385) 
Impairment ERSA    (23,137)    (23,137) 
Other liabilities  (63,110)  (65,372)  (58,952)  (81,337) 
Other operating income  92,478  1,416,735  120,942  1,405,341 
Extemporaneous credit PIS / COFINS / ICMS  32,739    32,739   
Gains from investments (Note 10b)  2,534  835,115  2,893  835,115 
Effect of REFIS Law 11,941/09 and MP 470/09 (Note 20)    505,297    504,762 
Gain on the acquisition of judgment debt to the municipality of Piraí  15,595    15,595   
Other income  41,610  76,323  69,715  65,464 
Other operating (expenses) and income  (550,603)  720,830  (492,130)  729,093 

 

 

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27.   FINANCIAL EXPENSES AND INCOME

 

  Consolidated  Parent Company 
  2010  2009  2010  2009 
Financial expenses:         
Loans and financing - foreign currency  (641,632)  (598,849)  (105,541)  (138,894) 
Loans and financing - local currency  (791,926)  (277,699)  (609,594)  (257,776) 
Related parties  (374,929)  (365,150)  (1,396,861)  (1,955,035) 
Capitalized interest  215,624  85,260  179,626  82,713 
PIS/COFINS on other revenues  (1,079)  (1,072)  (1,044)  (1,072) 
Losses from derivative instruments (*)  (27,252)  (152,102)  (18,864)  (17,445) 
Effect of REFIS Law 11,941/09 and MP 470/09, net  (33,921)  2,336  (6,055)  1,091 
Interest rates, fines and tax charges  (283,768)  (281,190)  (244,571)  (242,593) 
Other financial expenses  (261,570)  (304,049)  (230,549)  (275,422) 
  (2,200,453)  (1,892,515)  (2,433,453)  (2,804,433) 
Financial income:         
Related parties  53,491  55,750  121,177  106,013 
Income on financial investments  394,183  276,177  36,386  7,072 
Other income  195,466  254,098  76,044  213,666 
  643,140  586,025  233,607  326,751 
Monetary variations:         
- Gains  271  8,465  1,876  7,947 
- Losses  (8,714)  69,266  (6,003)  2,331 
  (8,443)  77,731  (4,127)  10,278 
Exchange variations:         
- Gains  (585,719)  (295,526)  (30,669)  (199,809) 
- Losses  398,527  995,064  171,421  1,985,323 
- Exchange variations with derivatives (*)  (158,510)  282,786     
  (345,702)  982,324  140,752  1,785,514 
Net monetary and exchange variations  (354,145)  1,060,055  136,625  1,795,792 
Net financial income/(loss)  (1,911,458)  (246,435)  (2,063,221)  (681,890) 
(*) Statement of income from derivative operations         
Swap CDI x USD  (231,673)  (581,523)     
Swap EUR x USD  (6,763)       
Swap Libor x CDI  (18,864)  (17,445)  (18,864)  (17,445) 
U.S. Dollar Futures  79,926  (231,563)     
Total return equity swap    1,026,463     
Other  (8,388)  (65,248)     
  (185,762)  130,684  (18,864)  (17,445) 

 

 

 

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28.   INFORMATION BY OPERATING SEGMENT

 

According to the Company’s structure, its businesses are distributed in five operational segments. Consequently, CSN has analyzed its information by segment as follows:

 

·           Steel

 

The steel division encompasses all operations related to the production, distribution, and sale of flat steel products, steel containers and galvanized steel in Brazil, the U.S. and Portugal. The segment makes steel packaging materials for Brazil’s chemical and food industries and also serves the country’s civil construction, while line (appliances) automotive and motors and compressors segments. The Company’s steel units produce highly durable hot- and cold-laminated, galvanized and pre-painted steel products. The Company also makes tinplate, a raw material used in the production of packaging products. At Lusosider, in Portugal, the division also produces metallic leafing, in addition to galvanized steel products. CSN LLC, which operates in the U.S., serves the local market, offering cold-laminated and galvanized products. The production of long steel is slated to begin in 2012. With an initial production of 500 thousand tons, the Company will consolidates its position as a one-stop provider for the civil construction industry, rounding out its portfolio of high valued-added products in the steel chain.

 

·           Mining

 

The mining division encompasses the firm’s iron ore and tin operations. Those high quality iron ore  operations are located in the Iron Quadrangle region of Minas Gerais State, the Casa de Pedra mine, located in Congonhas, Minas Gerais, which produces high quality iron ore, as does its subsidiary Nacional Minérios S.A. (Namisa), which owns its own mines, also of excellent quality. It also sells iron ore for third parties. CSN also owns the Estanho de Rondônia S.A. (ERSA) mining Company, which operates tin mining and smelting operations.

 

The Company holds the concession to operate TECAR, a solid bulk terminal, one of the four terminals consisting Port of Itaguaí, located in the State of Rio de Janeiro. Coal and coke imports are carried out by means of this terminal.

 

·           Logistics

 

i.        Rail

 

CSN holds stakes in two rail companies: MRS Logística, which manages Southeast Network formerly run by Rede Ferroviária Federal S.A. (RFFSA), and Transnordestina Logística, which operates RFFSA’s former Northeast Network, which traverses the states on Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas.

 

a) MRS

 

The transport services provided by MRS are fundamental to the supply of raw materials and the movement of end products to their destinations. All of the iron ore, carbon and coke used at the Presidente Vargas Plant is transported by MRS, as well as a portion of the steel produced by CSN for the domestic market and for export.

Railroad system in Southeastern Brazil, with a 1,674 km rail network, serves the industrial triangle São Paulo - Rio de Janeiro - Minas Gerais in the southeast, connecting its mines located in Minas Gerais to ports located in São Paulo and Rio de Janeiro, and to CSN’s steel plants, Companhia Siderúrgica Paulista, or Cosipa, and Gerdau Açominas.  In addition to serving other clients, the line transports iron ore from its mines of Casa de Pedra in Minas Gerais and coke and coal from Port of Itaguaí, in the State of Rio de Janeiro, to the city of Volta Redonda, and transports its exports to the Ports of Itaguaí and Rio de Janeiro. Its transportation volume accounts for nearly 28% of the total volume of the railroad system in southeastern Brazil.

 

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b) Transnordestina Logística

 

CSN and the federal government will jointly finance the implementation of the Transnordestina Project, which involves the construction of nearly 1,728 kilometers of new lines. That project, which is slated for conclusion in 2013, also includes extensions of and improvements of part of the infrastructure (or rows) of the Transnordestina Logística’s concession network, which will be expanded from its current 2,600 operational kilometers to approximately 4,300 operational kilometers.

 

Tansnordestina Logística S.A. holds a 30-year concession granted in 1998 to operate the rail system in northeastern Brazil. The rail system in northeastern Brazil comprises a 4,238 km network and operates in the States of Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas, and Rio Grande do Norte.  In addition, it connects itself to the main ports of the region, thus offering an important competitive advantage by means of opportunities for combined transportation solutions and customized logistic projects.  

 

The project will increase transportation capacity of Transnordestina Logística by 20 times, almost the same level of the world’s most modern railways.

 

Transnordestina will become the best logistic option to export grains through the ports of Pecém and Suape, as well as other solid bulks, such as iron ore of the Northeast Region, playing an important part in the region’s development.

 

ii.       Ports Logistics

 

The ports logistics segment encompasses operation of the Sepetiba Tecon terminal built in the post-privatization period. The Sepetiba terminal’s infrastructure can meet all the needs of exporters, importers and ship-owners, since its installed capacity surpasses those of most other Brazilian terminals. Its berths have an excellent depth of 14.5 meters and plenty of storage space, and the terminal also provides adequate access to state-of-the-art equipment, systems and intermodal connections.

 

The Company’s Constant investment in terminal projects consolidates the Port Complex of Itaguaí as one of the country’s most modern ones, currently with a movement capacity of 480 thousand containers on an annual basis and 30 million tons of bulk.

 

·           Energy

 

CSN is one of the major industrial consumers of electricity in Brazil. Considering that energy is essential in its productive process, the Company invests in energy generation assets to guarantee its self-sufficiency, which include: the Itá Hydroelectric Plant, located in Santa Catarina State, with an installed capacity of 1,450 MW, in which CSN holds a 29.5% interest; the Igarapava Hydroelectric Plant, located in Minas Gerais, which has an installed capacity of 210 MW and in which CSN holds a 17.9% interest; and the thermo-electric co-generation station, with 238 MW, operational at the Presidente Vargas steelworks since 1999. The station uses residual gases deriving from its own steel production as fuel. CSN obtains 430 MW of energy from these three energy generation assets.

 

·           Cement

 

The cement division consolidates the Company’s cement production, distribution and sales operations, which use the slag produced by the Volta Redonda plant’s blast furnaces. Currently, the clinker used in cement production is leased from third parties however, it will be produced by CSN itself in 2011, when the first stage of the Arcos factory in Minas Gerais will be completed. CSN also has a limestone mine on that site, which is already part of its cement division.

 

The information presented to the Management pertinent to each division is generally derived directly from the accounting records combined with a few inter-unit allocations.

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Sales by geographic area are determined based on customer location. In consolidated terms, Brazilian sales consist of revenues obtained from clients in Brazil, while export sales correspond to revenues obtained from clients abroad.

 

  2010 
  Steel Ore Logistics  Electricity Cement Elimination Consolidated
  Port  Railway 
Result                 
Tonnes (thousand) - (unaudited) (*)  4,795,851  18,554,984        991,789    24,342,624 
Revenue                 
Local market  8,763,470  573,976  119,315  838,436  113,517  201,841  (363,750)  10,246,805 
Foreign market  1,162,539  3,041,166            4,203,705 
Cost of products and services rendered  (6,095,348)  (1,186,962)  (70,046)  (521,747)  (41,579)  (163,631)  392,571  (7,686,742) 
Gross revenue  3,830,661  2,428,180  49,269  316,689  71,938  38,210  28,821  6,763,768 
Selling and administrative expenses  (573,572)  (134,580)  (16,590)  (70,644)  (25,555)  (43,119)  (350,759)  (1,214,819) 
Depreciation  519,411  145,817  5,577  102,629  22,501  13,648  (3,414)  806,169 
Adjusted EBITDA  3,776,500  2,439,417  38,256  348,674  68,884  8,739  (325,352)  6,355,118 
 
  2010 
  Steel Ore Logistics  Electricity Cement Elimination Consolidated
  Port  Railway 
Sales by geographic area                 
Asia  40,752  2,513,499            2,554,251 
North America  432,229              432,229 
Latin America  193,692              193,692 
Europe  454,997  527,667            982,664 
Other  40,868              40,868 
Foreign market  1,162,538  3,041,166            4,203,704 
Local market  8,763,471  573,976  119,315  838,436  113,517  201,841  (363,750)  10,246,806 
TOTAL  9,926,009  3,615,142  119,315  838,436  113,517  201,841  (363,750)  14,450,510 

 

(*) The ore sales volumes presented in this chart include those of the Company and its stake in subsidiaries (Namisa 60%).

 

  2009 
  Steel Ore Logistics  Electricity Cement Elimination Consolidated
  Port  Railway 
Result                 
Tonnes (thousands) - (unaudited) (*)  4,110,266  17,478,837        338,272    21,927,375 
Revenue                 

Local market 

7,045,510  247,490  144,363  822,503  116,641  60,380  (330,353)  8,106,534 
Foreign market  1,155,780  1,716,050            2,871,830 
Cost of products and services rendered  (5,572,268)  (1,179,304)  (75,563)  (464,104)  (43,363)  (60,893)  373,376  (7,022,119) 
Gross revenue  2,629,022  784,236  68,800  358,399  73,278  (513)  43,023  3,956,245 
Selling and administrative expenses  (490,708)  (108,137)  (14,290)  (58,283)  (24,978)  (16,135)  (403,325)  (1,115,856) 
Depreciation  484,351  134,665  10,776  109,514  25,234  8,714  6,898  780,152 
Adjusted EBITDA  2,622,665  810,764  65,286  409,630  73,534  (7,934)  (353,404)  3,620,541 
 
  2009 
  Steel Ore Logistics  Electricity Cement Elimination Consolidated
  Port  Railway 
Sales by geographic area                 
Asia  248,663  1,368,608            1,617,271 
North America  322,798  79,426            402,224 
Latin America  117,982              117,982 
Europe  424,314  268,016            692,330 
Other  42,023              42,023 
Foreign market  1,155,780  1,716,050            2,871,830 
Local market  7,045,510  247,490  144,363  822,503  116,641  60,380  (330,353)  8,106,534 
TOTAL  8,201,290  1,963,540  144,363  822,503  116,641  60,380  (330,353)  10,978,364 

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(*) The ore sales volumes presented in this chart include those of the Company and its stake in subsidiaries (Namisa 60%).

 

The adjusted EBITDA comprises the net income plus income before taxes, income and social contribution, depreciation and amortization, in addition to other operating revenues (expenses), which are excluded for being non recurring items

 

The Company’s Board of Executive Officers uses the adjusted EBITDA as means of measuring the recurring generation capacity of operational cash, allowing for comparison criteria with other companies.

 

 

  2010  2009 
Adjusted EBITDA  6,355,118  3,620,541 
Depreciation  (806,169)  (780,152) 
Other operating expenses (Note 26)  (550,603)  720,843 
Financial result (Note 27)  (1,911,458)  (246,435) 
Income before taxes  3,086,888  3,314,797 
Income and social contribution taxes (Note 10)  (570,697)  (699,616) 
Net income  2,516,191  2,615,181 

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·       Quarterly Information

 

This information was subject to special reviewing procedures by the independent auditors, in accordance with the CVM requirements for Quarterly Financial Information (NPA 06 by IBRACON), and were not audited in the scope of the Financial Statements.

 

 

  3/31/2010 
  Steel Ore Logistics  Electricity Cement Corporate 
expenses /
Elimination 
Consolidated
  Port  Railway 
Result                 
Tonnes (thousands) - (unaudited) (*)  1,261,586  4,178,734        226,778    5,667,097 
Revenue                 
Local market  2,277,085  93,147  28,225  202,272  27,019  36,436  (116,398)  2,547,787 
Foreign market  276,283  360,560            636,843 
Cost of products and services render  (1,514,396)  (190,476)  (16,899)  (110,132)  (7,960)  (37,113)  95,909  (1,781,066) 
Gross revenue  1,038,972  263,232  11,326  92,141  19,059  (676)  (20,489)  1,403,565 
Selling and administrative expenses  (146,765)  (31,997)  (3,661)  (15,884)  (6,427)  (7,142)  (101,291)  (313,168) 
Depreciation  131,328  35,506  3,041  23,714  5,625  2,253  (2,515)  198,952 
Adjusted EBITDA  1,023,534  266,741  10,705  99,971  18,258  (5,565)  (124,295)  1,289,349 
 
  6/30/2010 
  Steel Ore Logistics  Electricity Cement Corporate 
expenses /
Elimination 
Consolidated
  Port  Railway 
Result                 
Tonnes (thousands) - (unaudited) (*)  1,299,480  4,631,394        146,125    6,076,999 
Revenue                 
Local market  2,486,787  110,544  26,742  222,528  27,865  39,464  (48,421)  2,865,507 
Foreign market  272,344  734,701            1,007,045 
Cost of products and services render  (1,572,285)  (294,661)  (19,196)  (126,201)  (9,598)  (26,010)  70,590  (1,977,361) 
Gross revenue  1,186,846  550,583  7,545  96,327  18,267  13,453  22,169  1,895,192 
Selling and administrative expenses  (144,584)  (36,039)  (3,660)  (17,033)  (6,574)  (6,898)  (87,889)  (302,676) 
Depreciation  121,123  36,353  3,057  24,105  5,230  3,079  2,125  195,072 
Adjusted EBITDA  1,163,385  550,897  6,943  103,399  16,924  9,634  (63,595)  1,787,587 
 
  9/30/2010 
  Steel Ore Logistics  Electricity Cement Corporate 
expenses /
Elimination 
Consolidated
  Port  Railway 
Result                 
Tonnes (thousands) - (unaudited) (*)  1,190,720  5,270,703        308,489    6,769,912 
Revenue                 
Local market  2,202,652  158,354  31,318  228,825  30,339  64,493  (103,906)  2,612,076 
Foreign market  290,156  1,046,601            1,336,757 
Cost of products and services render  (1,527,646)  (372,211)  (19,794)  (129,991)  (13,495)  (50,127)  113,574  (1,999,691) 
Gross revenue  965,162  832,745  11,524  98,834  16,844  14,366  9,668  1,949,142 
Selling and administrative expenses  (144,054)  (38,183)  (4,494)  (53,819)  (6,342)  (12,028)  (58,294)  (317,213) 
Depreciation  136,142  36,573  3,072  24,123  6,024  4,018  (6,009)  203,944 
Adjusted EBITDA  957,250  831,135  10,103  69,138  16,527  6,356  (54,635)  1,835,873 

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  3/31/2009 
  Steel Ore Logistics  Electricity Cement Corporate 
expenses /
Elimination 
Consolidated
  Port  Railway 
Result                 
Tonnes (thousands) - (unaudited) (*)  643,381  5,164,614            5,807,995 
Revenue                 
Local market  1,414,290  46,571  45,273  167,336  30,912  254  (70,659)  1,633,977 
Foreign market  183,745  626,259            810,004 
Cost of products and services render  (1,270,446)  (434,195)  (17,350)  (106,384)  (11,545)  (242)  152,724  (1,687,438) 
Gross revenue  327,589  238,635  27,923  60,952  19,367  12  82,065  756,543 
Selling and administrative expenses  (104,787)  (30,147)  (3,018)  (13,827)  (5,977)  (1,217)  (76,687)  (235,660) 
Depreciation  118,272  23,899  2,667  26,993  6,328  1,307  (17,083)  162,383 
Adjusted EBITDA  341,074  232,387  27,572  74,118  19,718  102  (11,705)  683,266 
 
  6/30/2009 
  Steel Ore Logistics  Electricity Cement Corporate 
expenses /
Elimination 
Consolidated
  Port  Railway 
Result                 
Tonnes (thousands) - (unaudited) (*)  947,398  3,443,276        24,652    4,415,326 
Revenue                 
Local market  1,697,920  46,928  32,120  185,158  29,168  5,112  (71,808)  1,924,598 
Foreign market  217,906  349,195            567,101 
Cost of products and services render  (1,394,503)  (184,545)  (18,145)  (109,180)  (10,209)  (6,955)  15,140  (1,708,397) 
Gross revenue  521,323  211,578  13,975  75,978  18,959  (1,843)  (56,668)  783,302 
Selling and administrative expenses  (96,621)  (25,120)  (3,940)  (13,264)  (3,555)  (2,862)  (123,855)  (269,217) 
Depreciation  105,057  37,801  2,674  27,937  3,807  1,349  22,471  201,096 
Adjusted EBITDA  529,759  224,259  12,709  90,651  19,211  (3,356)  (158,052)  715,181 
 
  9/30/2009 
  Steel Ore Logistics  Electricity Cement Corporate 
expenses /
Elimination 
Consolidated
  Port  Railway 
Result                 
Tonnes (thousands) - (unaudited) (*)  1,319,705  4,727,006        122,341    6,169,052 
Revenue                 
Local market  1,814,461  82,764  41,050  242,543  29,122  23,864  (101,358)  2,132,446 
Foreign market  470,854  382,468            853,322 
Cost of products and services render  (1,534,099)  (304,359)  (20,939)  (117,929)  (11,005)  (23,361)  125,144  (1,886,548) 
Gross revenue  751,216  160,873  20,111  124,614  18,117  503  23,786  1,099,220 
Selling and administrative expenses  (156,269)  (26,679)  (3,262)  (12,800)  (5,479)  (5,742)  (87,624)  (297,855) 
Depreciation  125,629  35,855  2,666  27,951  5,054  2,870  1,247  201,272 
Adjusted EBITDA  720,576  170,049  19,515  139,765  17,692  (2,369)  (62,591)  1,002,637 

 

29.   EARNINGS PER SHARE

 

Basic earnings per share:

 

Basic earnings per share is based on profit ascribable to CSN’s controlling of R$2,516,376 (R$2,618,934 in 2009) divided by the weighted average of outstanding common shares during the year (after the stock splitting), except common shares purchased and held in treasury and was calculated as follows:

 

  2010  2009  2010  2009 
  Common Shares  Common Shares 
Profit attributed to CSN's shareholders  2,516,376  2,618,934  2,516,376  2,618,934 
Weighted average of the number of shares  1,457,970  1,492,453  1,457,970  1,492,453 
Basic and Diluted EPS  1.72594  1.75478  1.72594  1.75478 

 

 

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30.   BENEFITS TO EMPLOYEES   

 

Pension plans granted by the Company cover substantially  all employees. Plans are administered by a foundation named Caixa Beneficente dos Empregados da CSN (“CBS”), a private non-profit pension fund established in July 1960, which has as its members employees (and ex- employees) of the parent company and certain of its subsidiaries, that joined the fund by agreement, and CBS’s own employees. The board of directors of CBS is comprised of its president and two directors, chosen by CSN, the principal sponsor of CBS. The Deliberative Council is CBS’s higher  guidance presided over by the president of the pension fund and composed of ten members, six of them chosen by CSN, the principal sponsor of CBS, and four of them are elected by participants.

 

Up to December 1995, CBS Previdência administered two benefit plans based on years of service, salary and social security benefits. On December 27, 1995, the Secretaria de Previdência Complementar (“SPC”) approved the implementation of a new benefit plan, effective as of the abovementioned date, called Plano Misto de Benefício Suplementar (“The Hybrid Plan”), structured  in the form of a variable contribution plan. Employees hired after this date may only join the new plan (“Hybrid Plan"). Additionally, all active employees who were participants in the old defined benefit plan were offered the opportunity to switch to the new Hybrid Plan. As of December 31, 2010, CBS had 30,540 participants (28,419 in 2009), which 15,433 were active (12,884 in 2009), 9,888 were retired employees (10,117 in 2009) and 5,219 were beneficiaries (5,418 in 2009). Of the total participants at December 31, 2010, 14,108 belong to the defined benefit plan and 16,432 to hybrid plan. 

 

CBS’s assets are mainly invested in restricted operations (backed by in federal public securities, federal public securities indexed to the inflation, shares, loans and real estate. On December 31, 2010, CBS held 12,788,231 common shares of CSN (70,981,734 common shares on December 31, 2009). In 2010, CBS received R$73 million dividends on shareholders’ equity from these shares. The entity’s total pension assets amounted to R$3.4 billion and R$3.6 billion on December 31, 2009 and 2010, respectively. CBS’s fund managers try to combine the plan assets with the benefit liabilities payable in the long term. Brazilian pension funds are subject to certain restrictions related to their investment capacity in foreign assets and, consequently, funds invest mainly in securities in Brazil.  

 

a.             Description of pension plans

 

Plano de 35% da media salarial

 

This plan, which began on February 1st, 1996, is a defined benefit plan for the purpose of paying retirements (due to time in service, special cases, disability or age) on a life-long basis, equivalent to 35% of the participant’s adjusted average for the last 12 salaries. The plan also guarantees the payment of a sickness allowance to a participant on sick leave through the Official Pension Plan and it also guarantees the payment of benefits, death grant and a cash grant. This plan became inactive on October 31, 1977, when the supplementation of the average salary plan.

 

Plano de suplementação da média salarial

 

The defined benefit plan began on November 1, 1977. The purpose of this plan is to supplement the difference between the 12 last average adjusted salaries of the participant and the benefit paid by the Social Security Pension Plan (Previdência Oficial) benefit, to the retired employees, on a life-long basis. Like in the 35% Average Salary Plan, there is sickness allowance, death grant and pension coverage. This plan became inactive on December 26, 1995, after the combined supplementary benefits plan has been implemented.

 

Plano Misto de Benefício Suplementar (“Hybrid plan”)

 

Begun on December 27, 1995, this is a variable contribution plan. Besides the programmed pension benefit, there is the payment of risk benefits (pension in activity, disability and sickness/accident benefit). In this plan, the retirement benefit is calculated based on the total accumulated sponsor’s and participant’s contributions per month, as well as on each participant’s payment option, which may occur by lifetime (with or without receiving death benefit) or by a percentage applied on the balance of the benefit generating fund (loss by indefinite term). Upon the participant’s retirement grant, the plan starts having a defined benefit plan.

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b.             Investment policy

 

The investment policy sets forth principles and guidelines that should rule investments from funds of the entity, aiming to promote safety, liquidity and profitability necessary to ensure balance between the plan assets and liabilities, based on the Asset Liability Management (ALM) study, which takes into consideration the benefits of the participants and beneficiaries of each plan.

 

The investment plan is reviewed on a yearly basis and approved by the Deliberative Council taking into consideration a 5-year period, as set forth by CGPC Rule 7 of December 4, 2003. Investment limits and criteria set forth in the policy are based on Resolution 3792/09, published by the Brazilian Monetary Council (“CMN”).

 

c.             Employee benefits

  2010  2009  1/1/2009 
Obligations recorded in the Balance Sheet       
Pension plan benefits      67,532 
Post-employment health benefits  367,839  317,145  296,608 
  367,839  317,145  364,140 

 

Assets and liabilities conciliation of employee benefits is described as follows:

 

  2010  2009  01/01/2009 
Present value of defined benefits  1,982,556  1,731,767  1,415,029 
Fair value of the plan's assets  (2,316,018)  (2,160,158)  (1,396,350) 
Deficit/(Surplus)  (333,462)  (428,391)  18,679 
Restriction to actuarial assets due to recovery limitation  280,582  380,092  18,737 
Net Liabilities/(Assets)  (52,879)  (48,299)  37,416 
Liabilities      67,534 
Assets (*)  (52,879)  (48,299)  (30,118) 
Net Liabilities/Assets recognized in the balance sheet  (52,879)  (48,299)  37,416 

 

(*) Assets from the actuarial valuation were not recorded by the Company as they do not clearly evidence their realization, pursuant to item 59 of CPC 33 – Employee benefits and IAS 19 – Employee benefits.

Present value breakdown of defined benefit liability during the year is as follows:

  2010  2009 
Present value of the obligations in the end of the year  1,731,767  1,415,029 
Cost of services  1,313  1,249 
Cost of interest rates  185,285  174,122 
Benefits paid  (166,147)  (148,561) 
Actuarial losses/(gains)  225,341  287,146 
Other  4,999  2,782 
Present value of obligations at the end of the year  1,982,556  1,731,767 

 

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Fair value breakdown of plan assets during the year is as follows: 

  2010  2009 
Fair value of assets in the beginning of the year  (2,160,158)  (1,396,350) 
Expected return of the plan's assets  (218,229)  (176,356) 
Sponsors' contributions  (63,109)  (68,890) 
Participants' contributions    (2,782) 
Benefits paid  166,147  148,561 
Actuarial gains/(losses)  (40,669)  (664,341) 
Fair value of the plan's assets on December 31  (2,316,018)  (2,160,158) 

 

Breakdown of amounts to be recognized in the statement of income is as follows:

 

  2010  2009 
Cost of services  1,313  1,249 
Cost of interest rates  185,285  174,122 
Expected return of the plan's assets  (218,229)  (176,356) 
Total unrecognized revenue (*)  (31,631)  (4,467) 
Total costs recognized on the statement of income    3,482 
Total costs (income), net (*)  (31,631)  (985) 

 

(*) Income resulting from the actuarial valuation was not recorded by the Company as it does not clearly evidence its realization, pursuant to item 59 of CPC 33 – Employee benefits, IAS 19 – Employee benefits.

Cost is recognized in the income statement under other operating expenses.

 

Breakdown of actuarial gains and losses is as follows:

 

  2010  2009 
Actuarial (gains) and losses  184,671  (377,195) 
Restriction due to recovery limitation  (99,509)  361,355 
Total cost actuarial (gain) and losses  85,162  (15,840) 

 

(*) There were no changes in actuarial liabilities/(assets) from 2009 to 2010. The actuarial loss results from fluctuation in investments comprising CBS’s assets portfolio.

 

Actuarial gains and losses history is as follows:

 

  2010  2009  1/1/2009 
Present value of the defined benefit  1,982,556  1,731,767  1,415,029 
Fair value of the plan's assets  (2,316,018)  (2,160,158)  (1,396,350) 
Surplus  333,462  428,391  (18,679) 
Adjustment on the plan's obligations  225,341  287,146   
Adjustments on the plan's assets  40,669  664,341   

 

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The main actuarial assumptions used were as follows:

 

  2010  2009  01/01/2009 
Actuarial financing method  Unitary Projected Credit  Unitary Projected Credit  Unitary Projected Credit 
Functional currency  Real (R$)  Real (R$)  Real (R$) 
Accounting of the plan's assets  Market value  Market value  Market value 
Value used as estimate of equity at the end of the year  Best estimate for the equity at the end of the year, using the projection of amounts recorded in October    Best CBS estimate for 12/31/2009    Best CBS estimate for 01/01/2009 
Discount rate  10.66%  11.18%  12.76% - 13.07% 
Inflation rate  4.40%  4.20%  4.50% 
Nominal salary increase rate  5.44%  5.24%  5.55% 
Nominal benefit increase rate  4.40%  4.20%  4.50% 
Investment return rate  11.31% - 12.21%  10.21% - 10.78%  12.93% - 13.21% 
General mortality table  AT 2000 by gender  AT 2000 by gender  AT 2000 by gender 
Disability entry table  Mercer Disability with probabilities x 2  Mercer Disability with probabilities x 2  Mercer Disability with probabilities x 2 
Disabled mortality table  Winklevoss - 1%  Winklevoss - 1%  Winklevoss 
Turnover table  2% p.a. millennium plan, null for defined benefit plans  2% p.a. millennium plan, null for defined benefit plans  2% p.a. millennium plan, null for defined benefit plans 
Retirement age  100% on the first date the individual becomes eligible to a retirement benefit programmed by the plan  100% on the first date the individual becomes eligible to a retirement benefit programmed by the plan  100% on the first date the individual becomes eligible to a retirement benefit programmed by the plan 
Family breakdown of active participants  95% will be married at the time of retirement, the wife is 4 years younger than the husband  95% will be married at the time of retirement, the wife is 4 years younger than the husband  95% will be married at the time of retirement, the wife is 4 years younger than the husband 

 

Assumptions regarding the mortality table are based on statistics and mortality tables published. These tables represent an average life expectancy in years of the employee retiring at the age of 65, as follows:

 

  2010  2009  1/1/2009 
Longevity at the age of 65 for current participants       
Male  19.55  19.55  18.63 
Female  22.17  22.17  21.98 
Longevity at the age of 65 for current participants       
Male  19.55  19.55  18.63 
Female  22.17  22.17  21.98 

 

The actual return of the plan assets was R$258,898 (R$840,697 on December 31, 2009).

 

The asset allocation are presented as follows:

 

  2010  2009 
Variable income  234,303  10.12%  1,308,232  60.56% 
Fixed income  1,961,306  84.68%  756,424  35.01% 
Properties  52,352  2.26%  41,190  1.92% 
Other  68,057  2.94%  54,312  2.51% 
Total  2,316,018  100.00%  2,160,158  100.00% 

 

The expected return of the assets are presented as follows:

 

  2010    2009 
Variable income  15.58%  12.30% 
Fixed income  10.44%  9.48% 
Properties  9.62%  9.71% 
Other  9.62%  16.05% 
Total  10.31%  11.50% 

 

Variable income assets are mainly invested in CSN’s shares.

 

Fixed income assets are mainly composed of debentures, interbank deposit certificates ("CDI") and National Treasury Notes (“NTN-B”).

 

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Real properties refer to the buildings valued by a Company specialized in assets valuation. CSN or its subsidiaries do not use any assets.

 

Referring to the mixed plan which has defined contribution components, the expenses in 2010 totaled R$ 22,514 (R$19,560 in 2009).

 

d.             Expected contributions

 

Expected contributions of R$64,747 will be paid to the defined benefit plans in 2011.

 

For combined supplementary benefit plan, with defined contribution elements, expected contributions of R$25,000 will be paid in 2011.

 

e.             Post-employment health care plan

 

It is related to Bradesco health care plan created on December 1st, 1996 exclusively covering former retired employees, pensioners, those who were granted amnesty, veterans, widows of injured employees and retirees until March 20, 1997 and their respective legal dependents, since then, the health plan does not allow the inclusion of new beneficiaries.  The Plan is sponsored by CSN and managed by the Caixa Beneficente dos Empregados da Cia Siderúrgica Nacional – CBS.

 

Amounts registered in the balance sheet were determined as follows:

 

  2010  2009 
Present value of obligations  367,839  317,145 
Liabilities  367,839  317,145 

 

Interest on actuarial liability was R$35,457 (R$38,440 in 2009)

 

The reconciliation of  liabilities of health benefits is as follows:

 

  2010  2009 
Actuarial Liabilities in the beginning of the year  317,145  296,608 
Cost of current service  35,457  38,440 
Sponsor's contributions calculated for the previous year  (33,064)  (35,136) 
Recognition of (Gains)/Losses in the year  48,301  17,232 
Actuarial Liabilities in the end of the year  367,839  317,145 

 

Actuarial gains and losses registered in shareholders’ equity are as follows:

 

  2010  2009 
Actuarial obligation losses  48,301  17,232 
Losses recognized in shareholders' equity  48,301  17,232 

 

Actuarial gains and losses history is as follows:

 

  2010  2009  01/01/2009 (*) 
Present value of defined benefit  367,839  317,145  296,608 
Deficit/(Surplus)  367,839  317,145  296,608 
Adjustments on the plan's obligations  48,301  17,232  9,023 

(*) IAS 19/CPC 33 requires a five-year disclosure, however, it does not have to be applied retroactively to an entity applying IFRS/CPCs for the first time.

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The effect of a 1% change in the presumed trend rate of health cost is as follows:

 

  2010 2009
  Increase  Decrease  Increase  Decrease 
Effect on total cost of current services and financial cost  3,603  (3,128)  3,274  (2,847) 
Effect on defined benefit  34,122  (29,617)  29,287  (25,461) 

 

Actuarial assumptions used to calculate post-employment health benefits were as follows:

 

  2010  2009 
Biometrics     
General mortality table  AT 2000 by gender  AT 2000 by gender 
Turnover  N/A  N/A 
Family breakdow n  Real breakdow n  Real breakdow n 
 
 
Financial  2010  2009 
Nominal rate of actuarial discount  10.77%  11.18% 
Inflation  4.40%  4.20% 
Increase in Medical Assistance Costs due to age  1.50%  1.50% 
Nominal grow th rate in Medical Assistance Costs  2.31%  2.31% 
Average Medical Assistance Costs  316.22  274.16 

 

31.   COMMITMENTS

 

a.             TAKE-OR-PAY CONTRACTS

 

On December 31, 2010 and 2009, the Company had take-or-pay agreements, as shown below:

 

      Payments  Minimum future commitments 
Company engaged  Nature of Service  Contract conditions  2009  2010  2011  2012  2013  2014  2015  After 2016  Total 
MRS Logística  Iron ore transportation  Transportation of at least 80% of the tonnes agreed upon by MRS.  157,685  92,504  136,607  136,607  136,607  136,607  136,607  68,303  751,338 
MRS Logística  Iron ore, coke and coal transportation  Transportation of 8,280,000 tonnes p.a. for coal, coke and other reduction products is 3,600,000 tonnes p.a.  259,979  7,151  133,412  100,060          233,472 
FCA  Mining products transportation  Transportation of at least 1,900,000 tonnes p.a.  58,473  419  63,085  63,085  63,085        189,255 
FCA   Rail transportation of clinker by FCA to CSN Cimentos.  Carriage of at least 675,000 tons of clinker per year in 2011 and 738,000 tons of clinker per year from 2012.      24,638  26,937  26,937  26,937  26,937  116,727  249,113 
ALL   Railway transportation of steel products   Railway transportation of at least 20,000 tonnes of steel products in the month , from the Água Branca Terminal in São Paulo to CSN PR in Araucária - Paraná .    10,214  14,760  3,690          18,450 
White Martins  Gas supply (oxygen, nitrogen and argon).  CSN is committed to acquire at least 90% of the annual volume of gas contracted with White Martins.  103,008  103,098  88,698  88,698  88,698  88,698  88,698  88,698  532,188 
CEG Rio  Natural gas supply  CSN is committed to acquire at least 286,160.000 m 3 of natural gas  359,780  431,093  264,646  264,646          529,292 
Vale S.A  Ore pellets supply  CSN is committed to acquire at least 90% of the volume of ore pellets guaranteed by the contract  22,268  195,221  141,765  141,765  141,765  94,510      519,805 
Compagás  Natural gas supply  CSN is committed to acquire at least 80% of the annual volume of natural gas contracted with Compagás .  11,984  15,318  11,754  11,754  11,754  11,754  11,754  105,786  164,556 
COPEL  Electricity supply  CSN is committed to acquire at least 80% of the annual volume of electricity contracted with COPEL.  9,583  13,178  8,809  8,809  8,809  8,809  8,809  52,852  96,897 
K&K Tecnologia   Supply of mud for blast furnace generated in the pig iron production.  CSN is committed to acquire at least 3,000 tonnes monthly of mud for blast furnace to be processed at CSN's mud concentration plant       6,480  6,480  6,480  6,480  6,480  46,980  79,380 
Multiserv Ltda   Processing of slag resulting from the production of pig iron and steel.  The Multiserver Ltd undertakes to perform the processing of at least 400,000 tons per month of slag to CSN, resulting from the production of pig iron and steel.  32,819  37,279  28,416  28,416  28,416  14,208      99,456 
      1,015,579 905,475 923,070 880,947 512,551 388,003 279,285 479,346 3,463,202

 

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b.             Concession agreements

 

On December 31, 2010, the minimum future payments referring to governmental concessions have the following maturities:

 

    Minimum future commitments 
Concession  Nature of service  2011  2012  2013  2014  2015  After 2016  Total 
MRS  30-year concession, renewable for another 30 years of iron ore transportation from Casa of Pedra mine in Minas Gerais and coke and coal from the Itaguaí Port, in Rio of Janeiro to Volta Redonda and exports directed to Itaguaí and Rio of Janeiro Ports.  9,480  9,480  9,480  9,480  9,480  4,740  52,140 
Transnordestina  30-year concession granted on December 31, 1997, renewable for another 30 years to develop the public utility service to operate Brazil's northeast railway system. The railway system in the northeast region comprises 4,238 km of railway network and operates in Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.  5,809  5,809  5,809  5,809  5,809  69,705  98,750 
Tecar  Concession to operate TECAR, a solid bulk terminal, one of the four terminals of the Itaguaí port located in Rio of Janeiro, maturing in 2022 and renewable for another 25 years.  4,556  3,220  3,220  3,220  3,220  23,099  40,535 
Tecon  25-year concession granted on September 3, 1998 , renewable for another 25 years to operate the containers terminal at the Itaguaí port.  20,490  20,490  20,490  20,490  20,490  215,142  317,592 
    40,335  38,999  38,999  38,999  38,999  312,686  509,017 

 

c.             Projects and other commitments

 

·                     Steelmaking – Flat and long steel

 

The Company has been setting up a long steel plant in the city of Volta Redonda, State of Rio de Janeiro, within its main steelmaking facility. CSN intends to produce 500,000 tonnes/year of long steel products, aiming at 400,000 tonnes/year of iron rode and 100,000 tonnes/year of wire rod. Total investment in manufacturing long-steel products will be nearly R$974 million. Facilities will use off scouring and pig iron as main raw material. In addition to this mill, CSN has developed two completely new long steel projects in Brazil, also with 500,000 tonnes/year capacity each. The Company expects these two mills to start production up to the end of 2013. CSN has been developing a flat steel project, with 1.5 million tonnes per year (Mtpa) estimated capacity, in a place to be confirmed yet.

 

·                     Iron ore project

 

CSN’s iron ore business includes expansion of mining activities and port facilities. CSN estimates to manufacture 89 million tonnes per year (Mtpa) iron ore products by 2014: 50 million tonnes per year (Mtpa) in Casa de Pedra and 39 million tonnes per year (Mtpa) in Namisa. The Company expects to finance these investments with the Brazilian Development Bank (BNDES), export credit agencies, security-offering procedures, and free cash flow from its current operations.

 

In addition, CSN has invested on increasing the capacity of Port of Itaguaí (TECAR) to a level of 84 million tonnes per year (Mtpa). Current annual export capacity is equivalent to 30 million tonnes.

 

In addition to these projects under implementation, the Company has considered other Greenfield and Brownfield project opportunities, in addition to acquisition options.

 

CSN owns the concession to operate TECAR, a solid bulk terminal, one of the four terminals that compose Itaguaí Port, located in the city of Rio de Janeiro. Coal and coke are imported through this terminal. The concession agreement has a 25-year term, which is renewable for another 25 years.

 

When the concession is extinguished, all the rights and privileges transferred to CSN will return to CDRJ (Port Authority of Rio de Janeiro), together with the assets under CSN’s possession and those resulting from its investments in leased assets declared reversible by CDRJ as they are necessary to carry on the service granted.

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The reversible assets will be indemnified by CDRJ by their residual value of their cost, after deducting depreciation/amortization.

 

·                     Cement project

 

The Company has invested R$814 million in a whole new grinding mill in the city of Volta Redonda, already in operation, and a clinker furnace in the city of Arcos, State of Minas Gerais, with 2.4 million tonnes per year (Mtpa) and 830,000 tonnes/year capacity, respectively. This project is a landmark for CSN in the cement market by taking advantage from offscouring coming from its blast furnaces and limestone reserves in the city of Arcos.

 

In 4Q10, CSN’s cement sales added up to 342,799 tonnes (338,000 in 2009), expecting to reach total production capacity by 2012. These investments have been partially financed by the Brazilian Development Bank (BNDES). 

 

In addition to this plant, the Company has developed other projects: building an integrated cement plant in the city of Arcos, with an up to 1 million tonnes per year (Mtpa) capacity, and considering the construction of other three cement integrated plants (cement and clinker) in Brazil by 2014, also with 1 million tonnes per year (Mtpa) capacity each. Altogether, these operations and projects will total 6.4 million tonnes per year (Mtpa) capacity until 2014.

 

·                     Nova Transnordestina Project

 

In August of 2006, in order to allow the implementation of a main infrastructure project lead by the Brazilian federal government, CSN management team, approved a merger transaction of Transnordestina S.A., the Company which the Nova Transnordestina Project is related, with Companhia Ferroviária do Nordeste - CFN, an controlled Company of CSN, currently called Transnordestina Logística S.A., which holds a 30-year concession granted in 1998 to operate Ferrovia Nordestina da RFFSA, with 4,238 km of rail network. Nova Transnordestina Project includes an additional 1,728 km of rail network of last generation gagging. The Company expects that investments allow Transnordestina Logística to increase transportation of several products, such as iron ore, limestone, soybean, cotton, sugar cane, oil and fuel. Investments will be financed by means of several agencies, such as Fundo de Investimento do Nordeste (FINOR), Superintendência de Desenvolvimento do Nordeste (SUDENE) and the Brazilian Development Bank (BNDES). The Company obtained certain required environmental authorization, acquired some equipment and services and the implementation is in progress in certain regions.

 

The Company guarantees loans of Transnordestina from BNDES, totaling R$373.5 million on December 31, 2010. These loans are for the purpose of financing Transnordestina’s infrastructure investments. The maximum amount for future payments which may be required to the guarantor as guarantee is R$373.5.

 

·                     Logistic Platform Project of CSN Itaguaí

 

 Pursuant to concession terms, CSN is responsible for unloading at least 3.4 million tonnes of coal and coke from CSN’s suppliers through this terminal on an annual basis, as well as third-party loading. Among approved investments disclosed by CSN, highlights to the development and expansion of the solid bulk terminal in Itaguaí to deal with up to 130 million tonnes of iron ore per year.

 

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·                     Long-term agreements with Namisa

 

The Company entered into long term agreements with Namisa for port operation services and iron ore supply (ROM) of Casa de Pedra mine, as described below:

 

i.     Operational port service agreement

 

On December 30, 2008, CSN signed an agreement for the port services with Namisa, for a period of 34 years, which is related to receive, handle, store and ship iron ore from Namisa in annual volumes ranging from 18.0 million tons and 39.0 million tons. CSN has received approximately R$ 5.3 billion as part of advance due for services to be provided under this agreement. The amount of port services is reviewed quarterly and adjusted, considering changes in the market price of iron ore.

 

ii.    High silicon

 

On December 30, 2008, CSN signed an agreement for the iron ore supply (ROM) of high silica to Namisa, for a period of 30 years, in volumes ranging from 42.0 million tons to 54.0 million tons per years. CSN has received approximately R$ 1.6 billion as part of advance due for the supplies to be made under this agreement. The value of the provision is reviewed quarterly and adjusted, considering changes in the market price of iron ore.

 

iii.   Low silicon ROM

 

On December 30, 2008, CSN signed an agreement for the supply of crude iron ore (ROM) low silica to Namisa, for a period of 35 years, in volumes ranging from 2.8 million tons to 5.04 million tons per years. CSN has received approximately $ 424 million as part of an advance due for supplies to be made under this agreement. The value of the provision is reviewed quarterly and adjusted, considering changes in the market price of iron ore.

 

32.   INSURANCE

 

Aiming at properly mitigating risks and in view of the nature of its operations, the Company and its subsidiaries took out several different types of insurance policies. The policies are taken out in line with the Risk Management policy and are similar to insurances taken out by other companies operating in the same line as CSN and its subsidiaries. The coverage of these policies include: National Transportation, International Transportation, Carrier Civil Responsibility, Import, Export, Life and Personal Accidents Insurance, Health, Vehicle Fleet, D&O (Administrator Civil Responsibility Insurance), General Civil Responsibility, Engineering Risks, Sundry Risks, Export Credit, Guarantee Insurance and Port Operator Civil Responsibility.

 

The Company also renewed the Property Damage and Loss of Profits insurances to its entities and subsidiaries with the following exceptions: Usina Presidente Vargas, Casa de Pedra, Mineração Arcos, CSN Paraná, Terminal de Carvão TECAR (it has Property Damage), which are under negotiation with insurance and reinsurance companies in Brazil and abroad in order to obtain, place and pay these other policies.

 

The risk assumptions adopted, given their nature, are not part of the scope of a financial statement audit, and, consequently, they were not reviewed by our independent auditors.

 

33.   SUBSEQUENT EVENTS

 

·       On January 26, 2011, the Company released to the market a Material Fact, that it increased its ownership in the capital stock of Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS, thorough acquisitions of common and preferred shares. Then the Company held 5.03% common shares and 4.99% preferred shares, as disclosed to the market on January 13, 2011.

 

Between January 26 and March 21, 2011, the Company acquired common shares. With these acquisitions, the Company owns 8.62% of common shares.

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

 

The Company is considering strategies towards its investment in Usiminas, including possible additional share acquisitions higher than mentioned values. Possible additional purchases could lead to changes in Usiminas ownership or management structure.

 

·       On January 28, 2011, CSN merged into subsidiary CSN Aços Longos S.A. The merger optimized processes, reduced and simplified administrative costs, mainly management ones, due to the concentration into one single organizational structure of all commercial, operational and administrative activities of its companies. 

 

·       On February 3, 2011, the Company loaned R$2 billion from the Brazilian Federal Savings Bank (Caixa Econômica Federal). The operation was carried out by means of line Company Special Credit – Large Corporations, upon the issue of a bank credit note in the loan total amount, due in 94 months.

 

·       From February 1st to February 10, 2011, the Company acquired 10,456,086 shares of the capital stock of Mineradora Riversdale Mining Limited, amounting to R$281,438, an indirect interest of 19.98% in the capital stock of Riversdale.

 

 

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

 

Independent Auditors’ Report on the Financial Statements

(a free translation from the original in Portuguese)

 

To
The Board of Directors and Shareholders
Companhia Siderúrgica Nacional
Rio de Janeiro - RJ

 

We have audited the accompanying individual and consolidated financial statements of Companhia Siderúrgica Nacional (“the Company”), identified as Parent and Consolidated, respectively, which comprises the statement of financial position as at December 31, 2010 and the related statements of income, comprehensive income, changes in shareholders equity and cash flows for the year then ended, as well as a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

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

Independent Auditors’ 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 selected to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement in the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’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 on the individual financial statements

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

 

DFP – STANDARD FINANCIAL STATEMENTS – December 31, 2010 – CIA SIDERURGICA NACIONAL

 

Version: 1

 

 

In our opinion, the aforementioned individual financial statements present fairly, in all material respects, the individual financial position of Companhia Siderúrgica Nacional as at December 31, 2010, and its financial performance and its cash flows for the year then ended in accordance with the accounting practices adopted in Brazil.

Opinion on the consolidated financial statements

In our opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the consolidated financial position of Companhia Siderúrgica Nacional as of December 31, 2010, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the accounting practices adopted in Brazil.

 Emphasis of matter paragraph

As mentioned in note 2, the individual financial statements were prepared in accordance with the accounting practices adopted in Brazil. In the case of Companhia Siderúrgica Nacional these practices differ from the IFRS, applicable to the separate financial statements, only with respect to the measurements of investments in subsidiaries, associated companies and jointly controlled entities measured by the equity method, while for IFRS purposes these investments would be measured at cost or fair value.

As mentioned in note 32 to the financial statements, the Company has been negotiating with insurance and reinsurance companies in Brazil and abroad, in order to obtain insurance coverage for property damages and business interruption in certain sites of the Company.

 

Other matters

Statements of added value

We also examined the individual and consolidated statements of added value (DVA), which are the responsibility of Company’s management, for the year ended on December 31, 2010, for which the disclosure is required by Brazilian corporation laws applicable to publicly-held companies and is an additional information for IFRS which does not require this disclosure. These statements were submitted to the same audit procedures previously described and, in our opinion, are fairly presented in all its material respects, in relation to the financial statements taken as whole.

 

 

São Paulo, March 22, 2011

 

 

KPMG Auditores Independentes

CRC SP-014428/O-6 F-RJ

 

 

 

Original in Portuguese signed by

Anselmo Neves Macedo

Accountant CRC SP-160482/O-6 S-RJ

 

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SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 13, 2011

 
COMPANHIA SIDERÚRGICA NACIONAL
By:
/S/ Benjamin Steinbruch

 
Benjamin Steinbruch
Chief Executive Officer

 

 

 
 
By:
/S/ Paulo Penido Pinto Marques

 
Paulo Penido Pinto Marques
Chief Financial Officer and Investor Relations 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.