Workflow
CSN(SID)
icon
Search documents
CSN(SID) - 2024 Q1 - Earnings Call Transcript
2024-05-10 22:24
Financial Data and Key Metrics Changes - The company reported a consolidated EBITDA margin of 19% for Q1 2024, impacted by lower iron ore prices and seasonality [8][10] - There was a negative cash flow of BRL 636 million, influenced by lower operating results and interest rates [9] - Net debt increased by BRL 1.2 billion compared to Q1 2023, attributed to commodity price drops [10] Business Line Data and Key Metrics Changes - Mining achieved record sales of over 9 million tonnes, with an EBITDA margin of 40% despite a significant price drop [7][14] - Steel production increased by 5.7%, but the company faced challenges with pricing due to competition from imports [12][13] - Cement maintained stable revenue despite lower volumes, achieving an adjusted EBITDA margin surpassing 25% for the first time [15] Market Data and Key Metrics Changes - The domestic steel market faced pressure from imports, with a significant portion of flat steel coming from China [36][39] - The Brazilian cement market is projected to grow by 2% this year, with April showing positive volume reactions [66] - The company noted a stable demand in the Brazilian market, particularly in civil construction, with expectations for aggressive growth in Q2 [59] Company Strategy and Development Direction - The company aims to reduce leverage below 3 times while pursuing significant capital expenditures in mining and steel [24][46] - Strategic partnerships in energy and minority stakes in mining are being explored to diversify operations [11] - The focus remains on operational excellence and capturing synergies post-acquisition of Lafarge Holcim in the cement sector [68] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about recovering EBITDA in Q2 due to rising prices and improved production control [22][25] - Concerns were raised about the slow governmental response to import competition, particularly from China [30][31] - The company is committed to maintaining operational efficiency and leveraging its competitive advantages in the market [39][68] Other Important Information - The company published its 2023 integrated ESG report, highlighting advances in emissions control and safety measures [8][18] - A significant investment program is underway, focusing on infrastructure and operational improvements [12][24] Q&A Session All Questions and Answers Question: Impact of government measures on import competition - The management discussed the recent government quota system and its potential effects on stabilizing margins in the steel sector, emphasizing the need for more robust measures against unfair competition [34][36] Question: Growth opportunities and capital structure - Management addressed the balance between pursuing growth opportunities and maintaining leverage below 3 times, emphasizing cautious investment strategies [34][46] Question: Overview of the cement industry and investment analysis - The management provided insights into the cement market dynamics, including pricing strategies and operational efficiencies post-acquisition of Lafarge Holcim [63][66] Question: Future margin recovery in steel operations - Management discussed strategies for increasing profitability in the steel sector, focusing on cost reduction and price adjustments in response to market conditions [64][71]
CSN(SID) - 2023 Q4 - Annual Report
2024-05-01 01:59
Economic Indicators - Inflation rates measured by the IPCA index were 10.1%, 5.8%, and 4.7% for the years 2021, 2022, and 2023, respectively[532]. - The CDI rate was 4.4%, 12.4%, and 13.0% for the years 2021, 2022, and 2023, respectively[533]. Revenue and Production - The steel segment represented 62.8%, 66.1%, and 50.0% of net revenues in 2021, 2022, and 2023, respectively, with gross profit contributions of 45.3%, 45.7%, and 14.3%[534]. - In 2023, 72.7% of steel revenues were from domestic sales in Brazil, compared to 70.2% in 2022[534]. - Domestic crude steel production in Brazil was 31.9 million tons in 2023, a 6.5% decrease from 2022[536]. - Domestic steel product consumption in Brazil increased by 1.5% to 23.9 million tons in 2023, while domestic sales decreased by 4.4% to 19.4 million tons[537]. - Global crude steel production was 1.89 billion tons in 2023, a slight decrease of 0.0% compared to 2022[535]. - In 2023, the mining segment represented 38% of net revenues and 60% of gross profit, with 89% of mining revenues coming from exports[548]. - Mining net operating revenues increased by R$4,610.5 million, or 36.8%, from R$12,525.1 million in 2022 to R$17,135.6 million in 2023, driven by a 28% increase in sales volume[564]. - Iron ore production reached 42.7 million tons in 2023, a 26.6% increase compared to 2022[564]. - Cement segment revenues increased by 60.0%, from R$2,819.6 million in 2022 to R$4,510.6 million in 2023, due to a 75.8% increase in sales volume[565]. - Energy segment revenues rose by 86.2%, from R$293.0 million in 2022 to R$546 million in 2023, primarily due to the consolidation of CEEE's operations[566]. Financial Performance - Total net operating revenues decreased from R$30,091 million in 2021 to R$22,718 million in 2023[546]. - Total net operating revenues increased by R$1,075 million, or 2.4%, from R$44,362 million in 2022 to R$45,437 million in 2023[561]. - Steel net operating revenues decreased by R$6,623.5 million, or 22.6%, from R$29,341.0 million in 2022 to R$22,717.5 million in 2023[563]. - Domestic operating revenues decreased by R$1,879 million, or 8.5%, from R$23,957 million in 2022 to R$22,078 million in 2023[561]. - Net income for the year plummeted by R$1,764.7 million, or 81.4%, from R$2,167.7 million in 2022 to R$403.0 million in 2023[595]. - Operating income decreased by R$2,455 million, or 47.3%, from R$7,641.5 million in 2022 to R$5,186.7 million in 2023[589]. - Cash provided by operating activities increased by R$5,250 million, or 257.0%, from R$2,042 million in 2022 to R$7,292 million in 2023[602]. - Cash and cash equivalents rose to R$16,046 million as of December 31, 2023, compared to R$11,991 million as of December 31, 2022[600]. - As of December 31, 2023, cash and cash equivalents were R$16,252 million, an increase from R$11,991 million in 2022[609]. - Selling, general and administrative expenses rose by R$1,240.0 million, or 27.6%, from R$3,249.9 million in 2022 to R$4,490.0 million in 2023[584]. Costs and Expenses - Cost of products sold increased by R$2,421 million, or 7.2%, from R$31,054 million in 2022 to R$33,475 million in 2023[568]. - Steel costs of products sold decreased by 9.7%, from R$23,256.3 million in 2022 to R$21,008.0 million in 2023, primarily due to lower sales volume[569]. - Gross profit in the steel segment decreased by R$4,375.2 million, or 71.9%, from R$6,084.7 million in 2022 to R$1,709.5 million in 2023[578]. - Mining costs of products sold increased by R$2,826.5 million, or 39.8%, from R$7,105.4 million in 2022 to R$9,931.9 million in 2023, driven by a sales volume increase of 9,332 tons[573]. - Cement segment costs of products sold increased by R$1,669.9 million, or 328.5%, from R$1,974.4 million in 2022 to R$3,644.4 million in 2023, due to a 75.8% increase in sales volume following the acquisition of LafargeHolcim[574]. - Gross profit in the energy segment surged by R$98.8 million, or 1,734.5%, from R$5.7 million in 2022 to R$104.5 million in 2023[582]. Debt and Financing - Total debt increased from R$40,919 million in 2022 to R$44,859 million in 2023, representing 227.9% of shareholders' equity[611]. - As of December 31, 2023, short-term debt was R$7,613 million and long-term debt was R$37,245 million[611]. - The debt maturity profile indicates that R$6,816 million is due in 2024, with total long-term debt obligations amounting to R$44,859 million[625]. - Cash provided by financing activities decreased by R$3,423 million in 2023, primarily due to a R$939 million decrease in debt amortization payments and a R$4,549 million decrease in new borrowings[605]. Contracts and Agreements - The company entered into a long-term supply agreement with Glencore for the prepayment of up to US$500 million for 13 million tons of iron ore over four years starting in 2024[619]. - In March 2023, the company signed a pre-payment export financing agreement for US$1.4 billion to support long-term projects, including a new pellet feed plant[620]. - In 2023, the total "take-or-pay" contractual obligations amount to R$10,038 million, with significant payments scheduled for the years 2023 to 2026[631]. - The guaranteed payment for iron ore and pellets transportation is at least 85% of the forecast annual revenue, with a set volume of 6.8 million tons for iron ore and pellets, and 3.2 million tons for coal and coke in 2023[632]. - The volume set for iron ore transportation for export from Itaguaí in 2023 is 40.5 million tons, with a payment guarantee of at least 85%[633]. - The transportation agreement for steel products in 2023 has a set volume of 1.8 million tons, with a payment guarantee of at least 80%[634]. - Cement transportation in 2023 has a set volume of 1,147.5 thousand tons, also with a payment guarantee of at least 80%[635]. Innovation and Future Outlook - CSN Inova has 73 ongoing initiatives in 2023, with 33 in planning, 23 piloted, and 17 scaled, indicating a mature innovation portfolio[646]. - CSN Inova Ventures ended 2023 with nine companies in its portfolio, with investments ranging from R$1 million to R$10 million, and new contributions expected in 2024[650]. - In 2023, significant advancements were made in projects utilizing green hydrogen in the steel industry, with the first application of Utis technology scheduled to start in the first semester of 2024[654]. - The Brazilian cement sales reached 62 million tons in 2023, remaining stable compared to 2022, with positive growth opportunities anticipated due to government housing programs[662]. - The outlook for iron ore prices in 2024 is expected to remain above historical averages due to tight supply-demand dynamics, despite challenges in the Brazilian steel market[661].
National Steel (SID) Shares Dip as Q4 Earnings Miss Estimates
Zacks Investment Research· 2024-03-14 16:16
Shares of National Steel (SID) fell 3% since it reported fourth-quarter 2024 results on Mar 6, delivering earnings per share (EPS) of 13 cents, which missed the Zacks Consensus Estimate of 19 cents. It reported an EPS of 3 cents in the prior-year quarter.Domestic revenues decreased 7.3% year over year to R$5.48 billion ($1.1 billion). The company’s international business revenues improved 25.1% year over year to R$6.52 billion ($1.31 billion).For the December 2023-end quarter, net revenues were R$12 billion ...
CSN(SID) - 2023 Q4 - Earnings Call Transcript
2024-03-07 20:03
Companhia Siderúrgica Nacional (NYSE:SID) Q4 2023 Earnings Conference Call March 7, 2024 9:30 AM ET Company Participants Marcelo Ribeiro - Executive Director of Finance and Investor Relations & Member of Executive Board Benjamin Steinbruch - President of Executive Board, Chairman and Chief Executive Officer Helena Guerra - ESG and Sustainability Director Luis Martinez - Executive Director of Commercial and Logistics Area & Member of Executive Board Divaldo Oliveira - Production Supervisor, Process Engineer ...
CSN(SID) - 2023 Q3 - Earnings Call Transcript
2023-11-14 20:57
Financial Data and Key Metrics Changes - The company reported a 25% increase in capital despite pressures in the global steel market, achieving over R$1 billion in cash generation, which contributed to deleveraging and a reduction in net debt by 4.8% [5][10][11] - EBITDA saw a significant drop of 64% in the steel segment, while mining EBITDA increased by over 76%, reaching nearly R$2 billion [7][15] - The company achieved a working capital evolution of R$1 billion, leading to an operating cash flow of more than R$1 billion for the quarter [8][9] Business Line Data and Key Metrics Changes - The steel segment faced challenges due to imported steel competition, resulting in a slight reduction in total volume sold, although domestic market demand remained positive [13][14] - The mining segment experienced record production and strong price realization, contributing to a 45% increase in EBITDA [15][16] - The cement sector achieved its highest EBITDA in history, with a 4% increase in volumes despite a declining market [16][17] Market Data and Key Metrics Changes - The domestic steel market is experiencing mixed demand, with sectors like construction showing positive trends, while overall market conditions remain challenging due to imported steel [13][14] - The international prices of iron ore positively impacted the mining segment, with the company benefiting from a higher proportion of its own iron ore in sales [15][16] Company Strategy and Development Direction - The company is focused on deleveraging and improving its financial health, aiming for a leverage ratio below two times by 2024 [10][11][28] - There is an emphasis on maintaining a robust liquidity position, with over R$15 billion available to cover short-term indebtedness [11][12] - The company is exploring opportunities for growth through potential mergers and acquisitions in the cement sector, despite regulatory challenges [52][53] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the mining segment's performance, anticipating continued improvements in production and pricing [22][24] - The company highlighted the need for government intervention to address unfair competition from imported steel, advocating for protective measures to support the domestic industry [25][26][28] - The outlook for the cement market remains positive, with expectations of price recovery and increased consumption in the fourth quarter [24][48] Other Important Information - The company reported significant advancements in ESG initiatives, including a reduction in accident rates and water consumption [19][20] - The completion of a sustainable linked finance operation for R$500 million was noted, reflecting the company's commitment to sustainability [20] Q&A Session Summary Question: Capital allocation and buyback strategy - Management indicated a preference for buybacks to support share price recovery while maintaining a consistent dividend policy [30][31] Question: Steel price negotiations and market conditions - The company expects stable demand and prices in the fourth quarter, with ongoing negotiations for price increases amid challenges from imported materials [32][34] Question: Margin outlook for steel production - Management anticipates improvements in margins due to cost reductions and stable pricing, with expectations for a positive performance in the coming quarters [40][41][43] Question: Cement sector growth opportunities - The cement market remains fragmented, presenting potential for future M&A activity, although regulatory hurdles may complicate negotiations [52][53]
CSN(SID) - 2023 Q3 - Quarterly Report
2023-10-29 16:00
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October, 2023 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) Indica ...
CSN(SID) - 2023 Q2 - Earnings Call Transcript
2023-08-04 01:41
Financial Data and Key Metrics Changes - The company reported an EBITDA of BRL2.2 billion for Q2 2023, a decrease of approximately 29% sequentially compared to Q1 due to lower price realization and high operational costs [6][9] - The leverage ratio increased to 2.78x in Q2 but improved to 2.57x after transactions concluded in July, with a target to return to a guideline of 2x [5][10] - Cash flow generation was strong, with almost BRL750 million generated, despite a significant dividend payout of BRL2.7 billion [8][9] Business Line Data and Key Metrics Changes - In the steel segment, domestic sales grew by over 10%, but profitability dropped from 9% to 3% due to increased production costs [12][13] - Mining achieved record production and sales volumes, but price realization fell nearly 30%, leading to a drop in EBITDA margin from 48% to 30% [14][15] - Cement volumes increased significantly from 1.3 million to 3.3 million tons year-over-year, with a 12% annual growth, but revenue only increased by 2% due to price impacts [16][17] Market Data and Key Metrics Changes - The Brazilian steel market is facing challenges with high import parity and declining prices, with expectations of a stronger third quarter driven by improved production and cost recovery [32][41] - The company anticipates a more balanced international market, particularly with expected price increases in China, which could positively impact Brazilian steel prices [35][41] Company Strategy and Development Direction - The company aims to stabilize production and reduce costs, focusing on ESG and technology as primary pillars of its strategy [29][43] - There is a commitment to deleveraging, with a target net debt to EBITDA ratio of 1.95x, while also exploring growth opportunities through potential IPOs in cement and energy [45][46] - The company is working on maximizing the value of its energy assets and considering partnerships for better energy marketing [67] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the second half of the year, expecting improvements in operating profitability and cash generation [9][28] - The company is confident in returning to historical margin levels as production stabilizes and raw material costs decrease [24][30] - There is a focus on maintaining competitive pricing and addressing the challenges posed by imports in the Brazilian market [38][41] Other Important Information - The company achieved a significant reduction in greenhouse gas emissions and improved its ESG ratings, reflecting its commitment to sustainability [20][21] - The company is actively working on operational efficiencies and synergies from recent acquisitions, particularly in the cement sector [52][54] Q&A Session All Questions and Answers Question: Overview of the Brazilian steel market and long-term strategic plans - The company highlighted challenges in the steel market due to high import parity and declining prices, with a focus on maintaining margins and exploring long-term growth opportunities through potential IPOs [32][33][41] Question: Changes in contracts and cost reductions - The company is negotiating contracts with a focus on maintaining prices despite import pressures, with expectations of significant cost reductions in the second half of the year [58][63] Question: Impact of the return of the blast furnace and energy structure - Management indicated that the return of the blast furnace would not significantly alter market dynamics, and they are exploring options for maximizing energy asset value [66][67]
CSN(SID) - 2022 Q4 - Annual Report
2023-04-27 16:00
PART I [Key Information](index=8&type=section&id=Item%203.%20Key%20Information) This section outlines the significant risks associated with an investment in CSN's shares and ADSs, covering Brazil's macroeconomic and political environment, company-specific and industry risks, and risks related to securities ownership [Risk Factors](index=8&type=section&id=3D.%20Risk%20Factors) [Risks Relating to Brazil](index=8&type=section&id=Risks%20Relating%20to%20Brazil) The company's operations are significantly exposed to Brazil's economic and political conditions, with government intervention, political instability, high inflation, and currency volatility posing substantial risks to financial performance and security value - The Brazilian government has frequently intervened in the economy, with actions affecting interest rates, exchange controls, inflation, and tax policies, which could adversely affect CSN[19](index=19&type=chunk) - Political instability, highlighted by corruption investigations and the 2022 presidential election, creates uncertainty that may have material adverse effects on Brazil's macroeconomic environment and CSN's business[22](index=22&type=chunk) - The Brazilian real has experienced frequent and substantial volatility against the U.S. dollar; as of December 31, 2022, **60.4%** of CSN's total indebtedness (**R$25.03 billion**) was denominated in or linked to the U.S. dollar, making it sensitive to currency fluctuations[23](index=23&type=chunk) - Brazil has historically experienced high inflation; the SELIC interest rate, a key tool to combat inflation, increased from **2.0%** at year-end 2020 to **13.75%** at year-end 2022, which can restrict economic growth and increase the company's borrowing costs[25](index=25&type=chunk)[26](index=26&type=chunk) [Risks Relating to Us and the Industries in Which We Operate](index=10&type=section&id=Risks%20Relating%20to%20Us%20and%20the%20Industries%20in%20Which%20We%20Operate) CSN faces significant risks inherent to the cyclical steel and mining industries, including volatile demand and prices, dependence on China's economy, operational interruptions, intense competition, high indebtedness, and environmental regulatory impacts - The steel and mining industries are highly cyclical; a slowdown in key consumer markets, such as the domestic Brazilian market for steel and the Chinese market for iron ore, could sharply reduce demand for CSN's products[27](index=27&type=chunk) - China is the main driver of global demand for iron ore, accounting for **73%** of seaborne trade in 2022; CSN's iron ore export sales to the Asian market, mainly China, were **77%** in 2022, indicating that a contraction in China's economy could significantly impact CSN[30](index=30&type=chunk) - As of December 31, 2022, CSN had a total debt of **R$41.44 billion**, which could make it more difficult to refinance maturing debt and may increase borrowing costs[40](index=40&type=chunk) - CSN's operations are subject to significant environmental, health, and safety risks, including fires, explosions, and accidents involving dams; stricter environmental regulations, particularly after recent dam failures in Brazil, could require increased capital expenditures and operational modifications[43](index=43&type=chunk)[49](index=49&type=chunk) - CSN Mineração plans to increase its iron ore processing capacity from **34 million tons per year** in 2022 to **108 million tons per year** by 2033, an expansion subject to numerous risks inherent to large-scale mining projects[55](index=55&type=chunk) [Risks Relating to Our Common Shares and the ADSs](index=20&type=section&id=Risks%20Relating%20to%20Our%20Common%20Shares%20and%20the%20ADSs) This sub-section details risks for investors in CSN's common shares and ADSs, including controlling shareholder influence, complexities in exercising voting and preemptive rights for ADS holders, and the Brazilian securities market's volatility and lower liquidity - The controlling shareholder has the power to elect a majority of directors and determine the outcome of shareholder actions, which could lead to conflicts of interest with other shareholders[63](index=63&type=chunk) - Holders of ADSs may face difficulties in exercising their voting rights in a timely manner due to the procedures of the deposit agreement and notice periods for shareholders' meetings[65](index=65&type=chunk)[67](index=67&type=chunk) - U.S. holders of ADSs may be unable to exercise preemptive rights for new share issuances unless a registration statement is filed under the Securities Act, which the company is not obligated to do[68](index=68&type=chunk) - The Brazilian securities market is substantially smaller, less liquid, and more volatile than major U.S. markets, which may limit an investor's ability to sell shares at a desired price and time[67](index=67&type=chunk) [Information on the Company](index=22&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides a comprehensive overview of Companhia Siderúrgica Nacional (CSN), detailing its history, integrated business segments, competitive strengths, strategic goals, recent acquisitions, operational facilities, ESG initiatives, and regulatory landscape [History and Development of the Company](index=22&type=section&id=4A.%20History%20and%20Development%20of%20the%20Company) Founded in 1941 and privatized in 1993, CSN has evolved into a major integrated steel producer, diversifying into mining, cement, logistics, and energy through strategic acquisitions, notably becoming Brazil's second-largest cement producer by 2022 - CSN was incorporated in 1941 and privatized in 1993, subsequently diversifying from a steel producer into mining, cement, logistics, and energy[71](index=71&type=chunk) - In 2021 and 2022, CSN made significant acquisitions in its cement segment (Elizabeth Cimentos, LafargeHolcim) and energy segment (Santa Ana Energética, CEC, CEEE-G), increasing its total installed cement capacity to **17 million tons per year** and enhancing its energy self-sufficiency[71](index=71&type=chunk) - In March 2023, CSN signed a **US$1.4 billion** pre-payment export financing agreement to fund growth projects, including a new pellet feed plant at its Casa de Pedra mine[80](index=80&type=chunk) [Business Overview](index=25&type=section&id=4B.%20Business%20Overview) CSN operates an integrated business model across five segments: Steel, Mining, Cement, Logistics, and Energy, leveraging captive resources and proprietary infrastructure for a low-cost structure, with strategic goals focused on high-margin products, market share expansion, and energy self-sufficiency - CSN operates an integrated business model with five segments: steel, mining, cement, logistics, and energy, which supports resilient and profitable operations[73](index=73&type=chunk)[82](index=82&type=chunk) - Key competitive strengths include a highly integrated business model, strong domestic market share in flat steel (**~25%** in 2022), a diverse product portfolio, a profitable mining business, and a low-cost structure[82](index=82&type=chunk)[84](index=84&type=chunk) - Strategic goals include focusing on high-margin coated steel products, expanding iron ore shipments to over **60 million tons per year**, consolidating its position in the Brazilian cement market, and increasing clean energy generation[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) - Recent acquisitions in 2021-2022 significantly expanded the cement and energy segments, with the purchases of Elizabeth Cimentos and LafargeHolcim making CSN the second-largest cement player in Brazil[91](index=91&type=chunk)[92](index=92&type=chunk) [Organizational Structure](index=91&type=section&id=4C.%20Organizational%20Structure) CSN conducts its business directly and through a network of subsidiaries, supporting its five main operating segments: steel, mining, logistics, cement, and energy - The company operates its business directly and through various subsidiaries, which are detailed in the notes to the consolidated financial statements[326](index=326&type=chunk) [Property, Plant and Equipment](index=91&type=section&id=4D.%20Property,%20Plant%20and%20Equipment) This section lists CSN's principal properties as of December 31, 2022, including its main steel mill in Volta Redonda, Rio de Janeiro, and primary mines in Minas Gerais, along with a detailed table of owned or leased properties across Brazil, the USA, Portugal, and Germany - CSN's main steel mill, Presidente Vargas Steelworks, is located in Volta Redonda, RJ; its primary iron ore and limestone mines are in Minas Gerais, connected by rail and road[326](index=326&type=chunk) Overview of Key Owned Properties | Description | Activity | Country | State | City | Title | | :--- | :--- | :--- | :--- | :--- | :--- | | Presidente Vargas Steelworks | Steel Mill | Brazil | Rio de Janeiro | Volta Redonda | Owned | | CSN Paraná | Galvanized and Pre-Painted Products | Brazil | Paraná | Araucária | Owned | | CSN Porto Real | Galvanized Steel Producer | Brazil | Rio de Janeiro | Porto Real | Owned | | Casa de Pedra Mine | Iron Ore Mine | Brazil | Minas Gerais | Congonhas | Owned and Third Parties | | Arcos Mine | Limestone Mine & Cement Plant | Brazil | Minas Gerais | Arcos | Owned | | SWT | Steel Profile Manufacturer | Germany | Saalfeld-Rudolstadt | Unterwellenborn | Owned | | Lusosider | Flat Steel Producer | Portugal | Seixal | Seixal | Owned | [Operating and Financial Review and Prospects](index=95&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes CSN's financial performance and condition for the year ended December 31, 2022, discussing macroeconomic impacts, market overviews, revenue and cost breakdowns by segment, liquidity, capital expenditures, debt structure, and R&D initiatives [Operating Results](index=95&type=section&id=5A.%20Operating%20Results) In 2022, CSN's operating results were significantly impacted by lower iron ore prices and reduced sales volume in the mining segment, leading to a **7.4%** decrease in net operating revenues to **R$44.36 billion** and a **39.7%** fall in gross profit to **R$13.31 billion** Consolidated Results of Operations (R$ millions) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Net operating revenues** | **44,362** | **47,912** | **30,064** | | Cost of products sold | (31,054) | (25,837) | (19,125) | | **Gross profit** | **13,308** | **22,075** | **10,939** | | Operating income | 7,642 | 20,540 | 5,714 | | Net income for the period | 2,168 | 13,596 | 4,293 | - Net operating revenues decreased by **7.4%** in 2022 to **R$44.36 billion**, primarily due to lower prices and sales volume in the mining segment[356](index=356&type=chunk) - Mining net operating revenues decreased by **30.6%** in 2022 to **R$12.53 billion**, driven by a **24.7%** decrease in average iron ore prices[358](index=358&type=chunk) - Cement net operating revenues increased by **97.2%** in 2022 to **R$2.82 billion**, mainly due to a **53.9%** increase in sales volume, partly from the consolidation of LafargeHolcim[362](index=362&type=chunk) - Gross profit decreased by **39.7%** in 2022 to **R$13.31 billion**, resulting from lower revenues and a **20.2%** increase in cost of products sold[369](index=369&type=chunk)[362](index=362&type=chunk) EBITDA Reconciliation (R$ millions) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net income | 2,167.7 | 13,595.6 | 4,292.6 | | Depreciation/amortization/depletion | 2,792.8 | 2,114.7 | 2,421.5 | | Income tax and social contribution | 1,958.7 | 5,000.1 | 625.5 | | Net financial income | 3,515.0 | 1,944.2 | 796.3 | | **EBITDA** | **10,434.2** | **22,654.6** | **8,135.9** | [Liquidity and Capital Resources](index=105&type=section&id=5B.%20Liquidity%20and%20Capital%20Resources) CSN's liquidity and capital resources are primarily managed through operating cash flow and debt instruments, with cash and cash equivalents decreasing to **R$11.99 billion** and total debt increasing to **R$40.92 billion** as of December 31, 2022 - Cash and cash equivalents decreased from **R$16.65 billion** at year-end 2021 to **R$11.99 billion** at year-end 2022[374](index=374&type=chunk) - Cash provided by operating activities decreased significantly from **R$14.79 billion** in 2021 to **R$2.04 billion** in 2022, mainly due to lower net income[375](index=375&type=chunk) - Cash used in investing activities was **R$11.46 billion** in 2022, a sharp increase from 2021, primarily due to **R$8.55 billion** paid for acquisitions like LafargeHolcim and CEEE-G[376](index=376&type=chunk) - Total debt increased from **R$32.51 billion** in 2021 to **R$40.92 billion** in 2022; as of Dec 31, 2022, **38.3%** of debt was denominated in reais and the remainder primarily in U.S. dollars[384](index=384&type=chunk) Debt Maturity Profile as of Dec 31, 2022 (R$ thousands) | Maturity | Principal Amount | | :--- | :--- | | 2023 | 5,270 | | 2024 | 3,875 | | 2025 | 3,459 | | 2026 | 4,640 | | 2027 | 2,988 | | After 2027 | 21,209 | | **Total** | **41,441** | [Research and Development, Patents and Licenses, Etc.](index=110&type=section&id=5C.%20Research%20and%20Development,%20Patents%20and%20Licenses,%20Etc.) CSN drives innovation through its subsidiary CSN Inova, focusing on process optimization, new revenue sources, and sustainability via partnerships with startups, universities, and innovation hubs, including evaluating decarbonization technologies - CSN's innovation is led by its subsidiary, CSN Inova, which focuses on process optimization, new revenue, and sustainability through partnerships with startups, universities, and innovation hubs[401](index=401&type=chunk) - In 2022, CSN Inova Ventures had a portfolio of **eight startups**, with investments ranging from **R$1.0 million to R$10.0 million** per company[403](index=403&type=chunk) - CSN Inova Tech is actively monitoring and evaluating technologies for decarbonization, including projects for processing steel slag and producing pellets and briquettes without fossil fuels[401](index=401&type=chunk) [Trend Information](index=111&type=section&id=5D.%20Trend%20Information) The company identifies several key trends affecting its business, including global uncertainty from the Russia-Ukraine conflict impacting raw material prices, volatility in the Chinese economy affecting the iron ore market, and resilience in the Brazilian cement market due to infrastructure projects - The Russia-Ukraine conflict has created global trade uncertainty and increased prices for certain raw materials, prompting a search for alternative coal suppliers[404](index=404&type=chunk) - Uncertainty in the Chinese economy, related to COVID-19 policies and the housing market, is expected to continue causing volatility in the global iron ore market in 2023[404](index=404&type=chunk) - In Brazil, the cement market is expected to remain resilient, supported by infrastructure projects and potential government housing programs for low-income families[404](index=404&type=chunk) [Directors, Senior Management and Employees](index=111&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section provides information on CSN's governance and human capital, detailing the composition and biographies of its Board of Directors and Board of Executive Officers, compensation, roles of the Fiscal and Audit Committees, employee headcount, and profit-sharing plans [Directors and Senior Management](index=111&type=section&id=6A.%20Directors%20and%20Senior%20Management) CSN is managed by a Board of Directors and a Board of Executive Officers, both elected for two-year terms, with Benjamin Steinbruch serving as both Chairman and CEO, overseeing general guidelines and day-to-day operations - The company is managed by a Board of Directors and a Board of Executive Officers, both serving two-year terms[405](index=405&type=chunk) - Benjamin Steinbruch serves as both the Chairman of the Board of Directors and the Chief Executive Officer[408](index=408&type=chunk)[409](index=409&type=chunk) - The Board of Directors is responsible for setting general guidelines and policies, while the Board of Executive Officers handles implementation and day-to-day operations[407](index=407&type=chunk) [Compensation](index=114&type=section&id=6B.%20Compensation) In 2022, the total compensation for all members of the Board of Directors and Board of Executive Officers was **R$43.6 million**, while the aggregate compensation for the fiscal council members was **R$0.64 million** 2022 Aggregate Compensation | Group | Compensation (R$ millions) | | :--- | :--- | | Board of Directors & Executive Officers | 43.6 | | Fiscal Council | 0.64 | [Board Practices](index=114&type=section&id=6C.%20Board%20Practices) CSN's board-level practices include a Fiscal Committee, permitted under Brazilian Corporate Law, responsible for monitoring management, and an independent Audit Committee composed of three members who qualify as 'audit committee financial experts' under SEC rules - CSN has a Fiscal Committee (Conselho Fiscal) composed of three effective members and three alternates, responsible for monitoring management and reporting to shareholders[417](index=417&type=chunk) - The Audit Committee (Comitê de Auditoria) consists of three independent members of the Board of Directors: Yoshiaki Nakano, Antonio Bernardo Vieira Maia, and Miguel Ethel Sobrinho; all are considered 'audit committee financial experts' by the board[421](index=421&type=chunk) [Employees](index=115&type=section&id=6D.%20Employees) As of December 31, 2022, CSN had **26,766** employees, a significant portion of whom are unionized and participate in a profit-sharing plan, reflecting the company's good relationship with its labor unions Employee Headcount | Year-End | Number of Employees | | :--- | :--- | | 2020 | 23,196 | | 2021 | 24,660 | | 2022 | 26,766 | - A substantial number of employees are represented by labor unions, with collective bargaining agreements renewed annually; the company believes it has a good relationship with them[423](index=423&type=chunk) - All employees participate in a profit-sharing plan based on company and business unit results[425](index=425&type=chunk) [Share Ownership](index=116&type=section&id=6E.%20Share%20Ownership) The Steinbruch family holds an indirect majority ownership interest in CSN's controlling shareholders, Vicunha Aços S.A. and Rio Iaco Participações S.A., while executive officers and directors directly held an aggregate of **101,502** outstanding common shares as of December 31, 2022 - The Steinbruch family holds an indirect majority ownership interest in the company's controlling shareholders[426](index=426&type=chunk) - As of December 31, 2022, executive officers and directors directly held a total of **101,502** common shares[426](index=426&type=chunk) [Major Shareholders and Related Party Transactions](index=116&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section identifies CSN's major shareholders, Vicunha Aços S.A. and Rio Iaco Participações S.A., both indirectly owned by the Steinbruch family, and describes its related party transactions, which are conducted at market prices with internal controls to manage potential conflicts of interest [Major Shareholders](index=116&type=section&id=7A.%20Major%20Shareholders) As of March 31, 2022, CSN's controlling shareholders were Vicunha Aços S.A. (**40.99%**) and Rio Iaco Participações S.A. (**3.45%**), both indirectly owned by the Steinbruch family, with no different voting rights compared to other shareholders Major Shareholders as of March 31, 2022 | Shareholder | Common Shares Owned | Percent of Outstanding Shares | | :--- | :--- | :--- | | Vicunha Aços S.A. | 543,617,803 | 40.99% | | Rio Iaco Participações S.A. | 45,706,242 | 3.45% | | CFL Ana Participações S.A. | 135,904,451 | 10.25% | | Others | 600,865,451 | 45.31% | | **Total** | **1,326,093,947** | **100.00%** | [Related Party Transactions](index=116&type=section&id=7B.%20Related%20Party%20Transactions) CSN engages in commercial and financial transactions with related parties, including subsidiaries and joint ventures, at market prices and conditions, maintaining internal controls to manage potential conflicts of interest and ensure approvals are based on the company's best interest - Transactions with related parties, such as subsidiaries and joint ventures, are carried out at market prices and conditions[428](index=428&type=chunk) - CSN guarantees certain indebtedness of related parties, such as loans for its jointly controlled entity TLSA[430](index=430&type=chunk) [Financial Information](index=117&type=section&id=Item%208.%20Financial%20Information) This section presents CSN's consolidated financial statements and discusses significant legal and administrative proceedings, including contingencies related to labor, civil, tax, and environmental matters, antitrust scrutiny, and the company's dividend policy [Consolidated Statements and Other Financial Information](index=117&type=section&id=8A.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) This subsection details CSN's significant legal, administrative, and arbitration proceedings, including a **R$14.17 billion** tax assessment related to the Namisa transaction, antitrust proceedings with CADE regarding its Usiminas stake, complex legal challenges concerning railway concessions, and environmental proceedings, while outlining its dividend policy of a minimum **25%** annual payout - As of December 31, 2022, CSN had provisions of **R$0.38 billion** for **10,290** labor claims and **R$0.85 billion** for civil contingencies[433](index=433&type=chunk)[434](index=434&type=chunk) - A major tax contingency involves a **R$14.17 billion** assessment for alleged unpaid capital gains tax on the sale of a stake in former subsidiary Namisa; the company's assessment of loss risk is 'possible'[435](index=435&type=chunk) - CSN is under a Performance Commitment Agreement (TCD) with the antitrust authority CADE, requiring it to reduce its equity stake in competitor Usiminas within a specified timeframe[438](index=438&type=chunk)[440](index=440&type=chunk) - The company is involved in complex legal proceedings with TCU and ANTT regarding its Northeastern Railway System concessions (FTL and TLSA), which could result in the loss of concessions[441](index=441&type=chunk)[443](index=443&type=chunk) - CSN's dividend policy requires a minimum annual payout of **25%** of adjusted net profits, subject to the company's financial condition and strategic needs[461](index=461&type=chunk) [The Offer and Listing](index=127&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section provides details about the trading of CSN's securities, with common shares trading on the B3 stock exchange in Brazil under 'CSNA3' and American Depositary Shares (ADSs) trading on the NYSE under 'SID', noting the Brazilian market's lower liquidity and regulatory framework - CSN's common shares trade on the B3 exchange in Brazil under the symbol '**CSNA3**'[470](index=470&type=chunk) - American Depositary Shares (ADSs), each representing one common share, trade on the NYSE under the symbol '**SID**'[470](index=470&type=chunk) - The Brazilian securities market is regulated by the CVM and is noted to be significantly less liquid than the NYSE, with greater market concentration[474](index=474&type=chunk)[475](index=475&type=chunk) [Additional Information](index=129&type=section&id=Item%2010.%20Additional%20Information) This section covers key corporate and legal information, detailing the company's corporate purpose, directors' powers, capital stock, voting and preemptive rights, Brazilian exchange control regulations for foreign investors, and a summary of Brazilian and U.S. federal income tax consequences for shareholders [Memorandum and Articles of Association](index=129&type=section&id=10B.%20Memorandum%20and%20Articles%20of%20Association) This subsection outlines key provisions of CSN's bylaws and Brazilian Corporate Law, including its broad corporate purpose, defined directors' powers, capital stock of **1,326,093,947** common shares with an authorized capital of up to **2.4 billion** shares, and shareholders' voting and preemptive rights - As of December 31, 2022, CSN's capital stock comprised **1,326,093,947** common shares, with an authorized capital of up to **2,400,000,000** common shares[482](index=482&type=chunk) - Each common share entitles the holder to **one vote** at shareholders' meetings; shareholders representing at least **5%** of common shares can request cumulative voting for director elections[484](index=484&type=chunk) - Shareholders have a general preemptive right to subscribe to shares in any capital increase, in proportion to their ownership[490](index=490&type=chunk) [Exchange Controls](index=133&type=section&id=10D.%20Exchange%20Controls) This subsection describes Brazilian exchange control regulations for foreign investors, requiring local representation and registration with the CVM and Central Bank to facilitate currency conversion and remittance of dividends, while noting the government's right to impose temporary restrictions during severe economic imbalances - Foreign investors must comply with CMN Resolution 4,373, which includes appointing a representative in Brazil and registering with the CVM and Central Bank to trade securities[495](index=495&type=chunk) - A certificate of registration allows the ADR depositary to convert dividends and other distributions into foreign currency for remittance abroad[495](index=495&type=chunk) - The Brazilian government retains the right to impose temporary restrictions on foreign capital remittances during severe economic imbalances[495](index=495&type=chunk) [Taxation](index=133&type=section&id=10E.%20Taxation) This subsection summarizes the main Brazilian and U.S. federal income tax consequences for investors, detailing dividend withholding tax exemptions, interest on shareholders' equity subject to a **15%** rate, varying capital gains tax rates, and U.S. tax treatment of distributions and sales, including potential Passive Foreign Investment Company (PFIC) classification - **Brazilian Tax:** Dividends paid on profits generated since Jan 1, 1996, are not subject to withholding tax; however, payments of interest on shareholders' equity are subject to a **15%** withholding tax (**25%** for residents of tax havens)[499](index=499&type=chunk) - **Brazilian Tax:** Capital gains on shares sold on the Brazilian stock exchange are generally exempt for non-resident 4,373 Holders not in a tax haven; otherwise, rates can range from **15% to 25%**[501](index=501&type=chunk) - **U.S. Tax:** For U.S. Holders, distributions are generally taxed as dividend income; subject to certain conditions, these may be considered 'qualified dividend income' taxable at a preferential rate[512](index=512&type=chunk)[514](index=514&type=chunk) - **U.S. Tax:** The company believes it should not be treated as a Passive Foreign Investment Company (PFIC), but this is an annual determination; PFIC status would result in adverse U.S. tax consequences for U.S. Holders[520](index=520&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=142&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) CSN is exposed to market risks from interest rates, currency exchange rates, and commodity prices, which its treasury department manages using policies and derivative instruments like swaps and futures to minimize capital costs and financial volatility, with significant U.S. dollar debt exposure mitigated by hedge accounting - The company is exposed to market risks from changes in interest rates, currency exchange rates, and commodity prices, which it manages through internal policies and derivative instruments[530](index=530&type=chunk) - CSN is exposed to floating interest rates such as U.S. dollar LIBOR, Brazilian TJLP, and CDI due to its debt structure and cash positions[531](index=531&type=chunk) Debt Interest Rate Exposure as of Dec 31, 2022 | Currency | Average Interest Rate | Total Debt (R$ thousands) | | :--- | :--- | :--- | | US$ | 6.21% | 25,025,568 | | R$ | 15.40% | 16,186,891 | | EUR | 3.33% | 228,489 | - The company has significant exposure to U.S. dollar exchange rate risk due to its dollar-denominated debt and export revenues; as of Dec 31, 2022, the net U.S. dollar exposure after hedging was **R$0.78 billion**[538](index=538&type=chunk)[539](index=539&type=chunk) [Description of Securities Other Than Equity Securities](index=146&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20Than%20Equity%20Securities) This section describes the fees associated with CSN's American Depositary Shares (ADSs), where Citibank, N.A. serves as the depositary, requiring ADR holders to pay fees for services like issuance and withdrawal, and for expenses incurred by the depositary, which also reimburses the company for certain ADR program-related costs ADR Holder Fees | Depositary Service | Fee Payable by ADR Holders | | :--- | :--- | | Issuance and delivery of ADRs | US$2.00 for each 100 ADSs (or portion thereof) | | Deposit of securities | US$2.00 for each 100 ADSs (or portion thereof) | | Withdrawal of deposited securities | US$5.00 for each 100 ADSs (or portion thereof) | - The depositary reimburses CSN for certain expenses related to the ADR program, such as legal, accounting, and investor relations fees; no reimbursements were received in 2022[549](index=549&type=chunk) PART II [Controls and Procedures](index=147&type=section&id=Item%2015.%20Controls%20and%20Procedures) This section addresses the company's internal controls, with management concluding that disclosure controls and internal control over financial reporting were effective as of December 31, 2022, based on the COSO 2013 framework, despite excluding several acquired companies from the assessment - Management concluded that as of December 31, 2022, the company's disclosure controls and procedures were effective[550](index=550&type=chunk) - Management assessed the internal control over financial reporting as effective as of December 31, 2022, based on the COSO 2013 framework[551](index=551&type=chunk) - The assessment of internal controls for 2022 excluded several companies acquired during the year, including LafargeHolcim (Brasil) S.A., CEEE-G, and Metalgráfica Iguaçu S.A[551](index=551&type=chunk) - The independent registered public accounting firm, Grant Thornton Auditores Independentes Ltda., provided an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2022[553](index=553&type=chunk)[582](index=582&type=chunk) [Corporate Governance and Other Matters](index=148&type=section&id=Item%2016.%20Reserved) This section covers various governance and compliance topics, confirming the independence and financial expertise of Audit Committee members, detailing the company's Code of Ethics, outlining fees paid to the principal accountant, and highlighting differences between CSN's corporate governance practices and NYSE standards [Audit Committee Financial Expert](index=148&type=section&id=16A.%20Audit%20Committee%20Financial%20Expert) The company's audit committee is composed of three members, all of whom meet the independence requirements of the SEC, NYSE, and Brazilian law, and are determined by the board of directors to qualify as 'audit committee financial experts' - All three members of the audit committee are independent and qualify as 'audit committee financial experts' under SEC rules[554](index=554&type=chunk) [Code of Ethics](index=148&type=section&id=16B.%20Code%20of%20Ethics) CSN adopted a Code of Ethics in 1998, last updated in 2016, which applies to all employees, directors, and officers, reinforcing ethical standards and values through an integrity program that includes training and monitoring - The company has a Code of Ethics, last updated in 2016, that applies to all employees, officers, and directors and complies with SEC requirements[555](index=555&type=chunk) [Principal Accountant Fees and Services](index=148&type=section&id=16C.%20Principal%20Accountant%20Fees%20and%20Services) This subsection details the fees paid to the independent auditor, Grant Thornton Auditores Independentes Ltda., for fiscal years 2021 and 2022, categorized into 'Audit fees' for financial statement audits and regulatory filings, and 'Audit-related fees' for services like due diligence, with all non-audit services pre-approved by the audit committee Principal Accountant Fees (R$ thousands) | Fee Type | 2022 | 2021 | | :--- | :--- | :--- | | Audit fees | 6,654.5 | 11,537.0 | | Audit-related fees | 1,991.7 | 2,523.0 | | **Total** | **8,646.2** | **14,060.0** | [Corporate Governance](index=149&type=section&id=16G.%20Corporate%20Governance) This subsection highlights significant differences between CSN's corporate governance practices and NYSE listing standards for U.S. companies, as CSN, a foreign private issuer, follows Brazilian law, which does not require a majority of independent directors, executive sessions for non-management directors, or dedicated nominating and compensation committees - CSN, as a foreign private issuer, is subject to different corporate governance standards than U.S. listed companies[563](index=563&type=chunk) - Unlike NYSE rules, Brazilian law does not require a majority of the board to be independent; CSN does not believe a majority of its directors would meet the NYSE independence test[564](index=564&type=chunk) - CSN is not required to have, and does not have, separate nominating/corporate governance and compensation committees composed entirely of independent directors, as required by NYSE rules[567](index=567&type=chunk)[568](index=568&type=chunk) PART III [Financial Statements](index=151&type=section&id=Item%2018.%20Financial%20Statements) This section contains CSN's audited consolidated financial statements for the fiscal years ended December 31, 2022, 2021, and 2020, prepared in accordance with IFRS, along with an unqualified opinion from Grant Thornton Auditores Independentes Ltda. on both the financial statements and the effectiveness of internal control over financial reporting - The financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB[585](index=585&type=chunk)[616](index=616&type=chunk) - The independent auditor, Grant Thornton Auditores Independentes Ltda., issued an unqualified opinion on the consolidated financial statements for the three-year period ended December 31, 2022[585](index=585&type=chunk) - The auditor's report on internal control over financial reporting also expressed an unqualified opinion on its effectiveness as of December 31, 2022, based on the COSO framework[582](index=582&type=chunk) - Critical Audit Matters identified were the recoverable value of the investment in the jointly controlled subsidiary TLSA and the fair value of identifiable assets acquired in business combinations during 2022[589](index=589&type=chunk)[590](index=590&type=chunk)[593](index=593&type=chunk)
CSN(SID) - 2022 Q4 - Annual Report
2023-04-27 16:00
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2023 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 ...
CSN(SID) - 2023 Q1 - Quarterly Report
2023-03-30 16:00
Dividends and Financial Distribution - Companhia Siderúrgica Nacional (CSN) will distribute dividends amounting to BRL 2,314,000,000.00 at the AGM 2023, which includes interest on equity and dividends declared by the Board of Directors[7]. - The parties involved have committed to vote in favor of the dividend approval at the AGM 2023[13]. Shareholding Structure - Vicunha Aços holds 543,617,803 common shares in CSN, representing 40.99% of its capital stock, while CFL Ana holds 135,904,451 common shares, representing 10.25%[6]. - The ownership structure post-transaction includes Rio Iaco Participações S.A. holding 45,706,242 common shares, representing 3.45% of CSN's capital stock[6]. Shareholders' Agreement and Corporate Restructuring - The Shareholders' Agreement between Vicunha Aços and CFL Ana has a fixed term of 10 years, with specific rules regarding share sales and voting rights[6]. - The restructuring agreement concluded between CFL and Rio Purus aims to eliminate corporate relationships and legal disputes related to CSN[11]. - The transaction results in the removal of CFL from the structure of Vicunha Aços, which will now be solely held by Rio Purus[12]. - The agreement anticipates improved harmony in shareholder control following the resolution of disputes between Rio Purus and CFL[15]. - The transaction was finalized after fulfilling all precedent conditions as outlined in previous communications[10]. Transparency and Investor Relations - CSN's investor relations website provides access to the Shareholders' Agreement and related documents for transparency[14].