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____
(FREE TRANSLATION INTO ENGLISH FROM
THE
ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
In case of discrepancies, the version issued in Portuguese must prevail
INDIVIDUAL AND CONSOLIDATED FINANCIAL
STATEMENTS
Companhia Siderúrgica Nacional
AS OF DECEMBER 31, 2024
INDEPENDENT AUDITORS' REPORT
![]() | Forvis Mazars Auditores Independentes Trindade Avenue, 254 - Rooms 1314 and 1315 - Bethaville Office - Bethaville ZIP Code 06404-326 Barueri (SP) | Brazil Tel.: (11) 3090-7085 www.forvismazars.com |
(Free Translation into English from the Original Previously Issued in Portuguese)
Independent auditors' report on the individual and consolidated financial statements
To the Shareholders, Board Members and Management of
Companhia Siderúrgica Nacional
São Paulo - SP
Opinion
We have audited the accompanying individual and consolidated financial statements of Companhia Siderúrgica Nacional (the “Company”), identified as parent company and consolidated, respectively, which comprise the balance sheet as of December 31, 2024 and the respective statements of income, comprehensive income, changes in equity and cash flows for the year then ended, as well as the corresponding explanatory notes, including material accounting policies and other explanatory information.
In our opinion, the financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of Companhia Siderúrgica Nacional as of December 31, 2024, the individual and consolidated performance of its operations and their respective individual and consolidated cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and with international financial reporting standards (IFRS) issued by the International Accounting Standards Board (IASB).
Basis for opinion
We conducted our audit in accordance with Brazilian and international auditing standards. Our responsibilities under such standards are described in the following section entitled “Auditor’s Responsibilities for the Audit of the Individual and Consolidated Financial Statements”. We are independent in relation to the Company and its subsidiaries, in accordance with the relevant ethical principles set forth in the Code of Professional Ethics for Accountants and in the professional standards issued by the Federal Accounting Council, and we comply with other ethical responsibilities in accordance with such standards. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key Audit Matters (KAMs) are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole and in forming our opinion thereon, and we do not express a separate opinion on these matters.
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Realization of Deferred Tax Assets (Note 18.b) | ||
Why it is a Key Audit Matter | How the audit addressed in the audit | |
The Company and its subsidiaries have deferred income tax and social contribution asset balances, substantially related to tax losses, negative social contribution basis and temporary differences. These deferred tax balances were recognized based on studies sustaining projections of future taxable income. On December 31, 2024, the amount of deferred tax assets recognized in non-current assets was R$4,750 million (parent company) and R$7,345 million (consolidated).
As the annual assessment of the recoverability of these assets involves, among other particularities, the use of critical judgments, which bring subjectivity in relation to the projections of results (such as generation of taxable profits, cash flows and future economic events, in addition to the assumptions including estimates regarding the performance of the local and international economy, sales volumes, sales price and tax rates, among others), there may be variations in relation to the actual data and values to be realized.
Therefore, the use of different assumptions may significantly modify the prospects for realizing these assets and the eventual need to reassess the impairment of the recoverable value, with a consequent impact on the individual and consolidated financial statements.
|
Our audit procedures included, among others: ·Assessment of the design of the internal control structure implemented by the management related to the analysis of the recoverable value of deferred tax assets; ·Examination of the analysis prepared by management, on the logical and arithmetic coherence of the cash flow projections, as well as testing the consistency of the main information and assumptions used in the projections of future taxable profits and cash flows, by comparing them with budgets approved by Governance and market assumptions and data; ·Discussion with Management about the business plan and measures taken to restructure debts and recover the market share; ·Continuous challenge of the used by the Administration, aiming to corroborate whether there are inconsistent bases and/or bases that should be revised; ·Examination, with the support of our direct tax specialists, of the calculation bases for net operating losses, as well as temporary differences, comparing them with the corresponding tax records; ·Review of analyses on deferred tax assets recorded in subsidiaries and affiliates in accordance with NBC TA 600 (R2) – Special Considerations – Audit of Group Financial Statements, including the Work of Component Auditors. ·Analysis of the reasonableness and extent of disclosures made in the individual and consolidated financial statements.
Based on the evidence obtained through the performance of the procedures above, we consider the measurement and disclosures related to deferred tax assets acceptable in the context of the individual and consolidated financial statements taken as a whole. |
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Other matters
Statement of Added Value
The individual and consolidated statements of added value for the year ended December 31, 2024, prepared under the responsibility of the Company's Management and presented as supplementary information for IFRS purposes, were subject to audit procedures performed in conjunction with the audit of the Company's financial statements. In order to form our opinion, we assessed whether these statements are reconciled with the financial statements and accounting records, as applicable, and whether their form and content are in accordance with the criteria defined in CPC 09 (R1) - Statement of Value Added. In our opinion, these statements of added value were adequately prepared, in all material respects, in accordance with the criteria defined in this Standard and are consistent with the individual and consolidated financial statements taken as a whole.
Other information accompanying the individual and consolidated financial statements and the auditor's report
Management is responsible for the other information. The other information comprises the Management Report. Our opinion on the individual and consolidated financial statements does not cover the Management Report, and we do not express any form of audit conclusion thereon.
In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or with our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Management Report, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the individual and consolidated financial statements
Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRSs), issued by the International Accounting Standards Board (IASB), and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual and consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s and its subsidiaries’ financial reporting process.
Auditor's responsibilities for the audit of individual and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements, taken as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor's report containing our opinion. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with Brazilian and international auditing standards will always detect any material misstatements. Misstatements may be due to fraud or error and are considered material when, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users based on the financial statements.
As part of the audit conducted in accordance with Brazilian and international auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. In addition:
· | We have identified and assessed the risks of material misstatement in the individual and consolidated financial statements, whether due to fraud or error, planned and performed audit procedures responsive to such risks, and obtained sufficient appropriate audit evidence to provide a basis for our opinion. The risk of not detecting material misstatement resulting from fraud is greater than that resulting from error, since fraud may involve the override of internal controls, collusion, forgery, omission or intentional misrepresentation. |
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· | We obtained an understanding of the internal controls relevant to the audit in order to plan audit procedures appropriate to the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the Company and its subsidiaries. |
· | We assessed the adequacy of the accounting policies used and the reasonableness of the accounting estimates and respective disclosures made by Management. |
· | We conclude on the appropriateness of Management's use of the going concern accounting basis and, based on the audit evidence obtained, whether there is any material uncertainty regarding events or conditions that may raise significant doubts regarding the Company's and its subsidiaries' ability to continue as a going concern. If we conclude that there is any material uncertainty, we must draw attention in our auditor's report to the respective disclosures in the individual and consolidated financial statements or include a modification to our opinion if the disclosures are inadequate. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company and its subsidiaries to no longer be going concerns. |
· | We evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements present the related transactions and events in a manner that is consistent with the objective of fair presentation. |
· | We have obtained sufficient appropriate audit evidence concerning the financial information of the group entities or business activities to express an opinion on the individual and consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit and, consequently, for the audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Sao Paulo, March 12, 2025.
Forvis Mazars Auditores Independentes – Sociedade Simples Ltda.
CRC 2 SP023701/O-8
Daniel Augusto Reis
Contador CRC 1SP254522/O-0
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Companhia Siderúrgica Nacional S.A. | ||||||||||||||||||||
BALANCE SHEET | ||||||||||||||||||||
(In thousands of Reais) | ||||||||||||||||||||
Consolidado | Controladora | |||||||||||||||||||
Consolidated | Parent Company | Consolidated | Parent Company | |||||||||||||||||
Notes | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | Notes | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||||||||
ASSET | LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||||||||||
Current | Current | |||||||||||||||||||
Cash and cash equivalents | 3 | 23,310,197 | 16,046,218 | 5,666,618 | 2,270,070 | Borrowings and financing | 13 | 8,821,679 | 7,613,367 | 5,201,174 | 5,588,464 | |||||||||
Financial investments | 4 | 911,378 | 1,533,004 | 895,573 | 1,524,709 | Payroll and related taxes | 560,695 | 469,247 | 184,696 | 172,098 | ||||||||||
Trade receivables | 5 | 2,900,998 | 3,269,764 | 1,555,141 | 1,870,367 | Trade payables | 16 | 7,030,734 | 7,739,520 | 3,596,080 | 3,976,931 | |||||||||
Inventory | 6 | 10,439,741 | 9,557,578 | 6,839,246 | 6,168,584 | Tax payables | 719,253 | 864,609 | 195,063 | 175,576 | ||||||||||
Recoverable taxes | 7 | 1,367,316 | 1,744,074 | 668,137 | 855,663 | Labor and civil provisions | 20 | 132,112 | 36,000 | 61,008 | 15,228 | |||||||||
Other current assets | 8 | 856,063 | 927,062 | 1,012,495 | 1,080,477 | Dividends and interest on equity payable | 17 | 61,965 | 80,624 | 6,242 | 5,230 | |||||||||
Total current assets | 39,785,693 | 33,077,700 | 16,637,210 | 13,769,870 | Advances from customers | 17 | 3,648,639 | 2,063,509 | 382,350 | 277,764 | ||||||||||
Trade payables – Forfaiting and Drawee risk | 16.a | 2,902,593 | 4,209,434 | 2,214,482 | 3,980,003 | |||||||||||||||
Non-Current | Other payables | 17 | 1,238,805 | 1,940,793 | 1,174,978 | 839,739 | ||||||||||||||
Long-term realizable asset | Total current liabilities | 25,116,475 | 25,017,103 | 13,016,073 | 15,031,033 | |||||||||||||||
Financial investments | 4 | 169,977 | 251,299 | 142,423 | 111,350 | |||||||||||||||
Deferred taxes assets | 18 | 7,345,326 | 5,033,634 | 4,750,333 | 3,213,410 | Non-Current | ||||||||||||||
Inventory | 6 | 1,761,172 | 1,412,103 | Borrowings and financing | 13 | 48,092,942 | 37,245,708 | 25,044,466 | 18,102,841 | |||||||||||
Recoverable taxes | 7 | 2,799,951 | 2,537,423 | 1,838,343 | 1,820,866 | Deferred taxes assets | 18 | 541,329 | 304,002 | |||||||||||
Other non-current assets | 8 | 5,232,370 | 5,310,491 | 5,360,281 | 5,399,748 | Provision for tax, social security, labor, civil and environmental risks | 20 | 1,245,590 | 1,306,870 | 276,689 | 312,180 | |||||||||
17,308,796 | 14,544,950 | 12,091,380 | 10,545,374 | Employee benefits | 30 | 473,046 | 513,902 | 454,161 | 481,118 | |||||||||||
Provisions for environmental liabilities and decommissioning | 21 | 1,133,363 | 1,018,805 | 142,989 | 160,968 | |||||||||||||||
Investments | 9 | 5,948,051 | 5,443,131 | 26,292,822 | 27,800,877 | Provision for investment losses | 9 | 11,458,813 | 8,025,186 | |||||||||||
Property, plant and equipment | 10 | 30,426,023 | 27,927,458 | 9,664,413 | 8,288,815 | Other payables | 17 | 11,844,793 | 6,438,492 | 2,089,266 | 848,817 | |||||||||
Intangible assets | 11 | 10,438,091 | 10,536,481 | 68,070 | 57,882 | Total non-current liabilities | 63,331,063 | 46,827,779 | 39,466,384 | 27,931,110 | ||||||||||
Total non-current assets | 64,120,961 | 58,452,020 | 48,116,685 | 46,692,948 | ||||||||||||||||
Shareholders’ equity | ||||||||||||||||||||
Paid-in capital | 23 | 10,240,000 | 10,240,000 | 10,240,000 | 10,240,000 | |||||||||||||||
Capital reserves | 2,056,970 | 32,720 | 2,056,970 | 32,720 | ||||||||||||||||
Earnings reserves | 640,460 | 4,912,311 | 640,460 | 4,912,311 | ||||||||||||||||
Legal reserve | 1,158,925 | 1,158,925 | 1,158,925 | 1,158,925 | ||||||||||||||||
Other comprehensive income | (1,824,917) | 1,156,719 | (1,824,917) | 1,156,719 | ||||||||||||||||
Total shareholders' equity of controlling shareholders | 12,271,438 | 17,500,675 | 12,271,438 | 17,500,675 | ||||||||||||||||
Earnings attributable to the non-controlling interests | 3,187,678 | 2,184,163 | ||||||||||||||||||
Total shareholders' equity | 15,459,116 | 19,684,838 | 12,271,438 | 17,500,675 | ||||||||||||||||
TOTAL ASSETS | 103,906,654 | 91,529,720 | 64,753,895 | 60,462,818 | TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 103,906,654 | 91,529,720 | 64,753,895 | 60,462,818 | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements |
Companhia Siderúrgica Nacional S.A. | ||||||||
Statements of Income | ||||||||
(In thousands of Reais) | ||||||||
Consolidated | Parent Company | |||||||
Notes | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Net Revenue | 25 | 43,687,460 | 45,437,950 | 18,688,306 | 18,412,184 | |||
Costs of goods sold and services rendered | 26 | (31,990,696) | (33,475,189) | (17,527,277) | (17,438,140) | |||
Gross profit | 11,696,764 | 11,962,761 | 1,161,029 | 974,044 | ||||
Operating (expenses)/income | (7,426,742) | (6,776,012) | (2,296,986) | (122,898) | ||||
Selling expenses | 26 | (5,453,297) | (3,729,089) | (818,768) | (783,722) | |||
General and administrative expenses | 26 | (855,999) | (760,894) | (357,180) | (304,558) | |||
Equity in results of affiliated companies | 9 | 448,048 | 351,131 | 81,721 | 2,201,903 | |||
Other operating (expenses)/income, net | 27 | (1,565,494) | (2,637,160) | (1,202,759) | (1,236,521) | |||
Other operating income | 252,216 | 465,978 | 157,128 | 177,275 | ||||
Other operating expenses | (1,817,710) | (3,103,138) | (1,359,887) | (1,413,796) | ||||
Income before financial income (expenses) | 4,270,022 | 5,186,749 | (1,135,957) | 851,146 | ||||
Financial income (expenses), net | 28 | (5,813,371) | (4,151,382) | (2,426,188) | (1,972,005) | |||
Financial income | 1,398,063 | 1,655,747 | 579,123 | 957,825 | ||||
Financial expenses | (6,964,267) | (5,352,077) | (3,387,055) | (2,719,529) | ||||
Other financial items, net | (247,167) | (455,052) | 381,744 | (210,301) | ||||
Income before income taxes | 18 | (1,543,349) | 1,035,367 | (3,562,145) | (1,120,859) | |||
Income tax and social contribution | 5,208 | (632,718) | 970,294 | 802,653 | ||||
Net income/(loss) | (1,538,141) | 402,649 | (2,591,851) | (318,206) | ||||
Attributable to: | ||||||||
Earnings attributable to the controlling interests | (2,591,851) | (318,206) | (2,591,851) | (318,206) | ||||
Earnings attributable to the non-controlling interests | 1,053,710 | 720,855 | ||||||
Loss basic and diluted per share (in R$) | 23.f | (1.95450) | (0.23996) | |||||
The accompanying notes are an integral part of these consolidated financial statements |
Companhia Siderúrgica Nacional S.A. | ||||||||||
Statements of Cash Flows | ||||||||||
(In thousands of Reais) | ||||||||||
Consolidated | Parent Company | |||||||||
Notes | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||
Net cash from operating activities | 8,650,505 | 7,292,608 | 1,706,282 | 1,899,519 | ||||||
Cash flow from operating activities | 8,289,410 | 6,994,314 | (513,476) | (72,326) | ||||||
Earnings attributable to the controlling interests | (2,591,851) | (318,206) | (2,591,851) | (318,206) | ||||||
Earnings attributable to the non-controlling interests | 1,053,710 | 720,855 | ||||||||
Adjustments to reconcile the result: | ||||||||||
Financial charges in borrowing and financing raised | 28 | 4,023,650 | 3,481,514 | 1,789,337 | 1,739,664 | |||||
Financial charges in borrowing and financing granted | (163,517) | (182,759) | (226,881) | (242,915) | ||||||
Charges on lease liabilities | 15 | 99,998 | 82,521 | 2,131 | 1,101 | |||||
Equity in results of affiliated companies | 9 | (448,048) | (351,131) | (81,721) | (2,201,903) | |||||
Deferred taxes assets | 18 | (1,305,928) | (403,544) | (942,394) | (517,768) | |||||
Provision for tax, social security, labor, civil and environmental risks | 27,498 | (139,871) | 10,289 | (94,408) | ||||||
Exchange, Monetary and Cash Flow Hedge | 2,929,120 | 882,201 | (415,629) | 640,285 | ||||||
Write-off of property, plant and equipment right of use and Intangible assets | 9, 10, 11 e 15 | 62,081 | 158,140 | 45,490 | 99,005 | |||||
Provision for environmental liabilities and decommissioning of assets | 114,704 | 81,148 | (17,979) | 2,755 | ||||||
Updated shares – Fair value through profit or loss | 28 | 632,612 | (292,346) | 632,612 | (292,346) | |||||
Depreciation, amortization and depletion | 26 | 3,791,413 | 3,379,141 | 1,335,262 | 1,193,462 | |||||
Accrued/(reversal) for consumption and services | 24,711 | (64,813) | (37,351) | (55,432) | ||||||
Net gain from sale of equity interest | (8,451) | (92,438) | ||||||||
Dividends USIMINAS | (44,859) | (52,516) | (44,706) | (52,486) | ||||||
Other provisions | 92,567 | 106,418 | 29,915 | 26,866 | ||||||
Changes in assets and liabilities | 361,095 | 298,294 | 2,219,758 | 1,971,845 | ||||||
Trade receivables - third parties | 69,518 | 225,997 | (73,810) | 174,433 | ||||||
Trade receivables - related party | (32,730) | 12,512 | 742,751 | (22,793) | ||||||
Inventory | (906,034) | 1,303,288 | (557,875) | 1,242,474 | ||||||
Dividends and receivables - related parties | (42,237) | 124,452 | 4,443,109 | 3,277,824 | ||||||
Recoverable taxes | 114,230 | (1,098,739) | 170,051 | (659,374) | ||||||
Judicial deposits | (137,381) | 41,782 | 8,621 | 20,794 | ||||||
Receipt of RFFSA receivables | 442,246 | 442,246 | ||||||||
Other assets | 225,406 | (90,103) | (10,571) | 24,446 | ||||||
Trade payables | (851,095) | 1,159,629 | (202,745) | 325,563 | ||||||
Trade payables – Forfaiting and Drawee risk | (1,327,749) | (1,499,635) | (1,765,521) | (1,338,422) | ||||||
Payroll and related taxes | 87,140 | 48,200 | 12,598 | 21,905 | ||||||
Tax payables | (215,862) | (214,330) | 18,220 | (156,554) | ||||||
Payables to related parties | (24,231) | (70,659) | 68,660 | 29,315 | ||||||
Advance of customers of mineral and energy contracts | 6,967,508 | 4,844,361 | 641,756 | 709,495 | ||||||
Interest paid | 13.b | (4,052,226) | (3,428,721) | (1,787,615) | (1,647,267) | |||||
Interest received | 1,757 | 2,848 | ||||||||
Receipts/(Payments) from hedging operations, cash flow and derivatives | (65,435) | (962,651) | (21,124) | (26,536) | ||||||
Other liabilities | 110,026 | (97,089) | 89,250 | (6,306) | ||||||
Net cash investment activities | (1,119,735) | (4,589,126) | 1,410,489 | (2,227,570) | ||||||
Investments / AFAC / Acquisitions of Shares | (32,000) | (338,568) | (157,953) | (331,187) | ||||||
Purchase of property, plant and equipment, intangible assets and investment property | 9, 10 and 11 | (5,494,335) | (4,408,119) | (2,642,878) | (1,728,733) | |||||
Intercompany loans granted | (95,951) | (101,912) | (179,100) | (193,205) | ||||||
Intercompany loans received | 12,430 | 8,032 | 5,184 | 5,184 | ||||||
Financial Investments, net of redemption | 70,335 | 136,678 | (34,550) | 20,371 | ||||||
Receipt of sale of equity interest | 4,419,786 | 114,763 | 4,419,786 | |||||||
Net cash used in financing activities | (103,832) | 1,323,583 | 279,777 | (241,284) | ||||||
Borrowings and financing raised | 13.b | 10,148,426 | 15,638,624 | 4,520,812 | 8,346,987 | |||||
Transactions cost - Borrowings and financing | (145,187) | (201,917) | (85,848) | (63,498) | ||||||
Borrowings and financing – related parties | 13.b | 2,831,586 | 1,671,069 | |||||||
Amortization of borrowings and financing | 13.b | (6,927,383) | (9,892,344) | (2,721,956) | (4,966,124) | |||||
Amortization of borrowings and financing - related parties | 13.b | (2,573,280) | (2,019,791) | |||||||
Amortization of leases | 15 | (308,201) | (239,909) | (12,650) | (11,274) | |||||
Dividends and interest on shareholder’s equity | (2,535,325) | (3,980,871) | (1,678,887) | (3,198,653) | ||||||
Share repurchase | (336,162) | |||||||||
Exchange Variation on Cash and Equivalents | (162,959) | 27,797 | ||||||||
Increase (decrease) in cash and cash equivalents | 7,263,979 | 4,054,862 | 3,396,548 | (569,335) | ||||||
Cash and equivalents at the beginning of the year | 16,046,218 | 11,991,356 | 2,270,070 | 2,839,405 | ||||||
Cash and equivalents at the end of the year | 23,310,197 | 16,046,218 | 5,666,618 | 2,270,070 | ||||||
The accompanying notes are an integral part of these consolidated financial statements |
Companhia Siderúrgica Nacional S.A. | |||||||||
Statements of Value Added | |||||||||
(In thousands of Reais) | |||||||||
Consolidated | Parent Company | ||||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||
Revenues | |||||||||
Sales of products and services rendered | 49,795,325 | 51,306,671 | 22,662,066 | 22,246,640 | |||||
Other income/(expenses) | 433,429 | 15,035 | 364,561 | 17,043 | |||||
Provision for (reversal of) doubtful debts | 13,965 | 6,777 | 23,941 | 3,314 | |||||
50,242,719 | 51,328,483 | 23,050,568 | 22,266,997 | ||||||
Raw materials acquired from third parties | |||||||||
Cost of sales and services | (22,691,944) | (25,678,727) | (14,390,462) | (14,964,063) | |||||
Materials, electric power, outsourcing and other | (6,798,201) | (5,627,585) | (1,821,712) | (1,178,824) | |||||
Impairment/recovery of assets | (254,735) | (445,297) | (178,470) | (73,226) | |||||
(29,744,880) | (31,751,609) | (16,390,644) | (16,216,113) | ||||||
Gross value added | 20,497,839 | 19,576,874 | 6,659,924 | 6,050,884 | |||||
Retentions | |||||||||
Depreciation, amortization and depletion | (3,786,055) | (3,372,073) | (1,334,420) | (1,192,613) | |||||
Value added created | 16,711,784 | 16,204,801 | 5,325,504 | 4,858,271 | |||||
Value added received | |||||||||
Equity in results of affiliated companies | 448,048 | 351,131 | 81,721 | 2,201,903 | |||||
Financial income | 1,398,062 | 1,655,747 | 579,123 | 957,824 | |||||
Other and exchange gains | 1,956,115 | 870,540 | (129,345) | (135,802) | |||||
3,802,225 | 2,877,418 | 531,499 | 3,023,925 | ||||||
Value added for distribution | 20,514,009 | 19,082,219 | 5,857,003 | 7,882,196 | |||||
Value added distributed | |||||||||
Personnel and Charges | 4,158,901 | 3,576,881 | 1,588,725 | 1,453,041 | |||||
Salaries and wages | 3,301,468 | 2,747,436 | 1,190,271 | 1,070,354 | |||||
Benefits | 665,898 | 669,673 | 326,247 | 316,852 | |||||
Severance payment (FGTS) | 191,535 | 159,772 | 72,207 | 65,835 | |||||
Taxes, fees and contributions | 8,702,241 | 8,406,503 | 3,977,752 | 3,946,173 | |||||
Federal | 4,941,477 | 5,001,720 | 2,245,600 | 2,155,115 | |||||
State | 3,740,777 | 3,353,963 | 1,732,152 | 1,791,058 | |||||
Municipal | 19,987 | 50,820 | |||||||
Remuneration on third-party capital | 9,191,008 | 6,696,186 | 2,882,377 | 2,801,188 | |||||
Interest | 5,335,474 | 4,023,602 | 2,423,716 | 1,947,717 | |||||
Rental | 23,460 | 18,517 | 6,411 | 7,161 | |||||
Other and exchange losses | 3,832,074 | 2,654,067 | 452,250 | 846,310 | |||||
Interest on equity | (1,538,141) | 402,649 | (2,591,851) | (318,206) | |||||
Income for the year/Retained earnings | (2,591,851) | (318,206) | (2,591,851) | (318,206) | |||||
Non-controlling interests | 1,053,710 | 720,855 | |||||||
20,514,009 | 19,082,219 | 5,857,003 | 7,882,196 | ||||||
The accompanying notes are an integral part of these consolidated financial statements |
Companhia Siderúrgica Nacional S.A. | |||||||||||
Statements of Changes in Equity | |||||||||||
(In thousands of Reais) | |||||||||||
Paid-in capital | Treasury shares | Capital transactions | Reserves | Retained earnings | Other comprehensive income | Total Shareholders' Equity Parent Company | Non-controlling interest | Total Consolidated Shareholders' Equity | |||
Capital | Legal | Statutory | |||||||||
Balances on December 31, 2022 | 10,240,000 | 32,720 | 1,158,925 | 7,829,517 | 228,305 | 19,489,467 | 2,326,577 | 21,816,044 | |||
Adjusted opening balances | 10,240,000 | 32,720 | 1,158,925 | 7,829,517 | 228,305 | 19,489,467 | 2,326,577 | 21,816,044 | |||
Total comprehensive income | (318,206) | 928,414 | 610,208 | 720,383 | 1,330,591 | ||||||
Net loss | (318,206) | (318,206) | 720,855 | 402,649 | |||||||
Other comprehensive income | 928,414 | 928,414 | (472) | 927,942 | |||||||
Actuarial gains/(losses) over pension plan of subsidiaries, net of taxes | 34,710 | 34,710 | (1,474) | 33,236 | |||||||
Cumulative translation adjustments for the year | (142,939) | (142,939) | (142,939) | ||||||||
(Loss)/gain cash flow hedge accounting, net of taxes | 822,832 | 822,832 | 822,832 | ||||||||
Cash flow hedge reclassified to income upon realization, net of taxes | 223,803 | 223,803 | 223,803 | ||||||||
(Loss)/gain cash flow hedge accounting – “Platts” from investments in subsidiaries, net of taxes | 4,552 | 4,552 | 1,158 | 5,710 | |||||||
(Loss)/gain on the percentage change in investments | (8,093) | (8,093) | (156) | (8,249) | |||||||
(Loss) / gain on business combination | (6,451) | (6,451) | (6,451) | ||||||||
Allocation of profit/(loss) for the year | (2,917,206) | 318,206 | (2,599,000) | (862,797) | (3,461,797) | ||||||
Additional dividends approved on 04/30/2023 | (1,614,000) | (1,614,000) | (718,103) | (2,332,103) | |||||||
Intermediary dividends approved on 11/13/2023 | (985,000) | (985,000) | (985,000) | ||||||||
Interest on equity | (144,694) | (144,694) | |||||||||
Absorption of the loss of the year | (318,206) | 318,206 | |||||||||
Balances on December 31, 2023 | 10,240,000 | 32,720 | 1,158,925 | 4,912,311 | 1,156,719 | 17,500,675 | 2,184,163 | 19,684,838 | |||
Adjusted opening balances | 10,240,000 | 32,720 | 1,158,925 | 4,912,311 | 1,156,719 | 17,500,675 | 2,184,163 | 19,684,838 | |||
Total comprehensive income | (2,591,851) | (2,981,636) | (5,573,487) | 936,061 | (4,637,426) | ||||||
Net loss | (2,591,851) | (2,591,851) | 1,053,710 | (1,538,141) | |||||||
Other comprehensive income | (2,981,636) | (2,981,636) | (117,649) | (3,099,285) | |||||||
Actuarial gains/(losses) over pension plan of subsidiaries, net of taxes | 28,548 | 28,548 | (475) | 28,073 | |||||||
Cumulative translation adjustments for the year | 679,250 | 679,250 | 679,250 | ||||||||
(Loss)/gain cash flow hedge accounting, net of taxes | (3,278,956) | (3,278,956) | (3,278,956) | ||||||||
Cash flow hedge reclassified to income upon realization, net of taxes | (137,082) | (137,082) | (137,082) | ||||||||
(Loss)/gain cash flow hedge accounting – “Platts” from investments in subsidiaries, net of taxes | (226,441) | (226,441) | (109,861) | (336,302) | |||||||
(Loss)/gain on the percentage change in investments | (46,955) | (46,955) | (7,313) | (54,268) | |||||||
Allocation of profit/(loss) for the year | (4,271,851) | 2,591,851 | (1,680,000) | (880,484) | (2,560,484) | ||||||
Intermediary dividends approved on 05/09/2024 | (950,000) | (950,000) | (207,529) | (1,157,529) | |||||||
Intermediary dividends approved on 09/30/2024 | (607,379) | (607,379) | |||||||||
Intermediary dividends approved on 11/14/2024 | (730,000) | (730,000) | - | (730,000) | |||||||
Interest on equity approved on 12/27/2024 | (65,576) | (65,576) | |||||||||
Absorption of the loss of the year | (2,591,851) | 2,591,851 | - | ||||||||
Capital transactions | (223,830) | 2,248,080 | 2,024,250 | 947,938 | 2,972,188 | ||||||
Gains on the sale of a subsidiary interest, net | 2,248,080 | 2,248,080 | 1,013,604 | 3,261,684 | |||||||
Reflex treasury shares acquired by controlled |
(223,830) | (223,830) | (77,487) | (301,317) | |||||||
Treasury shares canceled | 11,821 | 11,821 | |||||||||
Balances on December 31, 2024 | 10,240,000 | (223,830) | 2,248,080 | 32,720 | 1,158,925 | 640,460 | (1,824,917) | 12,271,438 | 3,187,678 | 15,459,116 | |
The accompanying notes are an integral part of these consolidated financial statements |
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(In thousands of Reais, unless stated otherwise) | |
1. | OPERATING CONTEXT |
Companhia Siderúrgica Nacional (CSN) is a publicly-held corporation, headquartered in the capital of the State of São Paulo. Founded on April 9, 1941 during the Getúlio Vargas government, the Company was privatized in 1993.
CSN (referred to as "Company" or "Parent Company"), together with its subsidiaries, controlled entities, jointly controlled entities and affiliates (referred to as "Group"), operates in five main business segments:
(i) | Steel industry: production and marketing of flat and long steels; |
(ii) | Mining: extraction, processing and marketing of iron ore, tin, limestone and dolomite; |
(iii) | Cement: production and commercialization of bagged and bulk cement, in addition to aggregates, concrete, and other related products; |
(iv) | Energy: generation and sale of energy from almost all renewable sources; and |
(v) | Logistics: participations in railways and port terminals. |
CSN is listed on B3 – Brazil, Bolsa, Balcão, under the code CSNA3, where it trades its shares, and on the NYSE - United States stock exchange, under the code SID. Besides that, its subsidiaries CSN Mineração S.A. and Companhia Estadual de Geração de Energia Elétrica are publicly traded companies, with CSN Mineração S.A. trading common shares on B3 under the ticker CMIN3.
The CSN Group has a significantly diversified business, being one of Brazil's leading steel producers, the second largest exporter of iron ore and a pioneer in the stacking of tailings to de-characterize dams. It also occupies the position of the second largest player in the cement sector in the country.
· | Going concern: |
Management understands that the Company has adequate resources to continue its operations. Thus, these financial statements for the fiscal year ended December 31, 2024 were prepared based on the going concern assumption.
2. | BASIS OF PREPARATION AND DECLARATION OF CONFORMITY |
2.a) | Declaration of conformity |
The individual and consolidated financial statements ("financial statements") were prepared and are presented in accordance with accounting policies adopted in Brazil issued by the Accounting Pronouncements Committee ("CPC"), approved by the Securities and Exchange Commission ("CVM") and the Federal Accounting Council ("CFC"), and in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), currently called IFRS Accounting Standards, and present all relevant information specific to the financial statements, with only this information being used by the Company's Management in its operations. The consolidated financial statements are identified as “Consolidated” and the individual financial statements of the Parent Company are identified as “Parent Company”.
2.b) Basis | of presentation |
The financial statements have been prepared on a historical cost basis and adjusted to reflect:
(i) the fair value measurement of certain financial assets and liabilities (including derivative instruments), as well as pension plan assets; and (ii) impairment losses. When IFRS and CPCs allow the option between acquisition cost or another measurement criterion, the acquisition cost criterion was used.
The preparation of these financial statements requires Management to use certain accounting estimates, judgments, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues, and expenses as of the balance sheet date, which may differ from actual future results. The assumptions used are based on historical data and other factors considered relevant and are reviewed by the Company's Management.
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(In thousands of Reais, unless stated otherwise) | |
The critical estimates are presented in the following explanatory notes:
Note 12 – Impairment of assets
Note 14 – Financial instruments (derivatives and hedge accounting)
Note 18 – Income tax and social contribution (deferred taxes)
Note 20 – Tax, social security, labor, civil, environmental provisions and judicial deposits
Note 21 – Provision for environmental liabilities and decommissioning
Note 30 – Employee benefits
The individual and consolidated financial statements were approved by Management on March 12, 2025.
2.c) | Functional currency and presentation currency |
The accounting records included in the financial statements of each of the Company's subsidiaries are measured using the currency of the main economic environment in which each subsidiary operates ("functional currency"). The parent company and consolidated financial statements are presented in R$ (Reais), which is the Company's functional currency and the Group's presentation currency.
Transactions in foreign currencies are translated into the functional currency using the exchange rates prevailing on the dates of the transactions or valuation, in which the items are remeasured. The balances of the asset and liability accounts are translated at the exchange rate on the balance sheet date. As of December 31, 2024, US$ 1 is equivalent to R$ 6.1923 (R$ 4.8413 on December 31, 2023) and €1 is equivalent to R$ 6.4363 (R$ 5.3516 on December 31, 2023), according to rates extracted from the website of the Banco Central do Brasil.
2.d) Material | accounting policies |
The significant accounting policies applied in the preparation of these financial statements have been included in the respective notes and are consistent for all years presented.
2.e) | Value added statement |
According to Law 11.638/07, the presentation of the value added statement is required for all publicly-held companies. This statement was prepared in accordance with CPC 09 (R1) – Statement of Value Added. IFRS does not require the presentation of this statement, which in this report is presented as additional information.
2.f) | Adoption of new requirements, standards, amendments and interpretations |
The new requirements, standards, changes, and interpretations that came into effect for fiscal years beginning on January 1, 2024, were:
• Amendment to IFRS 16 (R2) – Lease Liability in a Sale and Leaseback;
• Amendments to IAS 1 – Classification of liabilities as "Current" or "Non-Current";
• Amendments to IAS 7 and IFRS 7 – Disclosures on forfaiting risk transactions.
Regarding the aforementioned changes, the Company did not identify significant impacts that would alter its disclosure concerning the adoption and interpretation of standards; with the exception of amendments to IAS 7 and IFRS 7, resulting from the addition of items 44F and 44H to Technical Pronouncement CPC 03 (R2) - Statement of Cash Flows, which provides greater detail about reverse factoring operations (also understood as "forfaiting" throughout the report, in note 16.a. Trade payables - Forfaiting).
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(In thousands of Reais, unless stated otherwise) | |
Regarding the requirements, standards, amendments and interpretations that will come into effect for financial years beginning on January 1, 2025, and the expectation of their respective impacts, we have:
Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: establishes requirements for the measurement and disclosure of foreign currency transactions, conversion of balances, and the impact of fluctuations in exchange rates on financial statements. Adoption is defined for fiscal years beginning on January 1, 2025, with the possibility of early adoption;
OCPC 10 - Carbon credits (TCO2E), emission allowances and decarbonization credit (CBIO): establishes requirements for recognition, measurement, and disclosure relating to entities' participation or activities in mandatory or voluntary carbon credit markets. The adoption is defined for fiscal years beginning on January 1, 2025; however, the Company does not identify changes in its financial statements arising from the issuance of this standard at this time.
Amendments to IFRS 9 and IFRS 15 – Classification and measurement of Financial Instruments: establishes the requirements for classification and measurement of financial assets and liabilities; in addition to clarifying how revenues related to these instruments should be recognized. Adoption is defined for fiscal years beginning on January 1, 2026, with the possibility of early adoption.
IFRS S1 – General Requirements for Disclosure of Sustainability-Related Financial: proposes that companies disclose financial statements, risks, and opportunities in the short and long term related to sustainability, which are useful for general-purpose users in making decisions about resource allocation to the entity. The standard may be voluntarily adopted for fiscal years beginning on January 1, 2024, with mandatory adoption for fiscal years beginning on January 1, 2026.
IFRS S2 – Climate-related disclosure requirements: establishes the requirements for the disclosure of climate-related information, and applies to the aspects in which the entity is exposed, which may be physical risks, transition risks and opportunities available to the organization. The standard may be voluntarily adopted for fiscal years beginning on January 1, 2024, with mandatory adoption for fiscal years beginning on January 1, 2026.
Annual improvements to IFRS – Volume 11. The adoption is defined for fiscal years beginning on January 1, 2026, with the possibility of early adoption:
i) | IFRS 1 - First-time Adoption of International Financial Reporting Standards The changes aim to clarify issues related to the first application of the standards, ensuring a smoother adoption for companies; |
ii) | IFRS 7 - Financial Instruments: The amendments are intended to improve guidance on financial statement disclosures about financial instruments and to clarify the implementation of certain requirements; |
iii) | IFRS 9 - Financial Instruments: The modifications aim to correct inconsistencies or provide more clarity on the application of certain provisions of this standard, especially related to the measurement and classification of financial instruments. |
iv) | IFRS 10 - Consolidated Financial Statements: The improvements address minor issues regarding the application of control and the determination of when an entity should consolidate its subsidiaries; |
v) | IAS 7 - Statement of Cash Flows: The changes are made to improve clarity in the guidance on the presentation of cash flows, especially in relation to financing activities and the classification of certain flows. |
IFRS 18 – Presentation and Disclosure in Financial Statements: New standard that defines a new structure for presenting the Income Statement, focusing on disclosing performance measures defined by management as part of the financial statements, and new principles of aggregation and disaggregation of balances to standardize and facilitate comparability and comparison with other statements. Mandatory adoption is defined for fiscal years beginning on January 1, 2027;
IFRS 19 – Subsidiaries without Public Accountability: Disclosures: An eligible subsidiary applies the requirements of other IFRS Standards, except for disclosure requirements, applying instead the reduced disclosure requirements of IFRS 19. The reduced disclosure requirements of IFRS 19 balance the information needs of users of the financial statements of eligible subsidiaries with cost savings for preparers. Mandatory adoption is defined for fiscal years beginning January 1, 2027.
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(In thousands of Reais, unless stated otherwise) | |
The Company has not adopted any standard in advance and understands that, based on the aforementioned relationship, the requirements, standards, changes, and interpretations that will have a significant and material impact on subsequent financial statements will be the adoptions of IFRS S1, IFRS S2, IFRS 18, and IFRS 19. The main expectations regarding the adoption of the mentioned standards are the measurement and recognition of items related to IFRS S1 and S2 on sustainability and climate, the new presentation of the Income Statement, and additional information related to subsidiaries, to comply with IFRS 19.
Brazilian tax reform: Constitutional Amendment 132 introduced profound changes to the national tax system, with a long transition period, comprised between the years 2026 and 2032. The Company recognizes its complexity and is committed to making every effort necessary to ensure its full compliance with the established provisions. In this context, management actively monitors the developments of the tax reform, assessing potential impacts on the Company's operations and financial profit or loss. The planning and execution of the adaptation measures will include investments in technology, training of teams and review of processes, with the objective of mitigating risks and ensuring compliance with the new legal requirements. The impacts of the new tax rules will only be fully known when the pending regulatory topics are finalized. Consequently, there is no effect of the Tax Reform on the financial statements as of December 31, 2024.
International tax reform: On May 23, 2023, the International Accounting Standards Board issued International Tax Reform - Pillar Two Model Rules - Amendments to IAS 12 (equivalent to CPC 32), which clarifies that IAS 12 (CPC 32) applies to income taxes arising from tax legislation enacted or substantially enacted to implement the Pillar Two model rules published by the OECD, including tax legislation implementing Qualified Domestic Top-up Minimum Taxes.
The Group adopted these amendments, considering that consolidated revenue is above the minimum limit of 750,000 euros.
3. CASH AND CASH EQUIVALENTS
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Cash in bank and in hand | |||||||
In Brazil | 701,494 | 103,383 | 34,180 | 73,819 | |||
Abroad | 13,318,603 | 10,797,192 | 868,839 | 140,400 | |||
14,020,097 | 10,900,575 | 903,019 | 214,219 | ||||
Financial investments | |||||||
In Brazil | 7,688,051 | 4,227,916 | 4,758,970 | 2,052,232 | |||
Abroad | 1,602,049 | 917,727 | 4,629 | 3,619 | |||
9,290,100 | 5,145,643 | 4,763,599 | 2,055,851 | ||||
23,310,197 | 16,046,218 | 5,666,618 | 2,270,070 |
The financial resources available in the country are basically invested in private and public securities with income linked to the variation of Interbank Deposit Certificates (CDI) and repurchase and resale agreements backed by fixed income securities.
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(In thousands of Reais, unless stated otherwise) | |
The Company applies part of the resources through exclusive investment funds, whose financial statements were consolidated in the Company.
The financial resources available abroad, held in dollars and euros, are invested in private securities, in banks considered by Management as first-rate and are remunerated at pre-fixed rates.
Accounting Policy
Cash and cash equivalents include cash, bank deposits and other short-term investments of immediate liquidity, redeemable within 90 days of the contracting date, readily convertible into an amount known as cash and with insignificant risk of change in their market value.
4. FINANCIAL INVESTMENTS
Consolidated | Parent Company | |||||||||||||||
Current | Non-current | Current | Non-current | |||||||||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||||||
Investments (1) | 50,787 | 39,800 | 27,554 | 139,949 | 34,982 | 31,505 | ||||||||||
Usiminas shares (2) | 860,591 | 1,493,204 | 860,591 | 1,493,204 | ||||||||||||
Bonds (3) | 142,423 | 111,350 | 142,423 | 111,350 | ||||||||||||
911,378 | 1,533,004 | 169,977 | 251,299 | 895,573 | 1,524,709 | 142,423 | 111,350 |
(1) | Comprised of financial investments with a restricted modality and linked to a bank deposit certificate (CDB) to guarantee a letter of guarantee with financial institutions and financial investments in public securities (LFT - Financial Treasury Bills) managed by their exclusive funds. The subsidiary CSN Cimentos Brasil maintains financial investments with restricted availability as guarantee for a liability, with indefinite redemption term, with a balance of R$ 8,497 as of December 31, 2024, and R$ 122,687 as of December 31, 2023. Elizabeth Cimentos and Estanho de Rondônia, controlled by CSN, have investments linked to financing contracts, with maturities in 2030 and 2028, respectively, in the amount of R$ 19,057. |
(2) | The Usiminas shares held by the Company ceased to be considered as guarantees (fiduciary alienation) as of June 8, 2024. |
(3) | Bonds with Banco Fibra maturing in February 2028 (see note 22.b). |
Accounting Policy
Financial investments that are not classified as cash equivalents are measured at amortized cost and fair value through profit or loss.
5. | RECEIVABLES |
Consolidated | Parent Company | |||||||
Ref. | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Trade receivables | ||||||||
Third parties | ||||||||
In Brazil | 1,457,840 | 1,525,773 | 868,360 | 872,666 | ||||
Abroad | 1,563,075 | 1,801,677 | 47,258 | 31,176 | ||||
3,020,915 | 3,327,450 | 915,618 | 903,842 | |||||
Provision for doubtful debts | (212,088) | (226,053) | (95,617) | (119,558) | ||||
2,808,827 | 3,101,397 | 820,001 | 784,284 | |||||
Related parties | 22.a | 92,171 | 168,367 | 735,140 | 1,086,083 | |||
2,900,998 | 3,269,764 | 1,555,141 | 1,870,367 |
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(In thousands of Reais, unless stated otherwise) | |
The composition of the gross balance of receivables from third party customers is shown as follows:
Consolidated | Parent Company | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Current | 2,522,661 | 2,938,483 | 821,965 | 720,879 | ||||
Past-due up to 30 days | 180,249 | 129,846 | 257 | 55,754 | ||||
Past-due up to 180 days | 139,106 | 36,568 | 1,442 | 31,248 | ||||
Past-due over 180 days | 178,899 | 222,553 | 91,954 | 95,961 | ||||
3,020,915 | 3,327,450 | 915,618 | 903,842 |
The changes in expected credit losses are as follows:
Consolidated | Parent Company | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Opening balance | (226,053) | (232,830) | (119,558) | (122,872) | ||||
(Loss)/Reversal estimated | 3,964 | (2,959) | 18,627 | (251) | ||||
Recovery and write-offs of receivables | 10,001 | 9,736 | 5,314 | 3,565 | ||||
Closing balance | (212,088) | (226,053) | (95,617) | (119,558) |
The Company carries out credit assignment operations without co-obligation. After the assignment of the customer's trade bills/securities and receipt of the proceeds from the closing of each transaction, CSN settles the related receivables and fully discharges the credit risk of the transactions. Financial charges for the credit assignment operation in the year ended December 31, 2024 were R$ 45,587 (December 31, 2023: R$ 34,882) in the consolidated statements and R$ 34,425 (December 31, 2023: R$ 24,983) in the parent company, classified under financial income.
Accounting Policy
Receivables are initially recognized at the transaction price, provided that they do not contain financing components, and subsequently measured at amortized cost. When applicable, it is adjusted to present value including the respective taxes and ancillary expenses, and customer credits in foreign currency are adjusted at the exchange rate on the date of the financial statements.
The Company annually measures the expected credit losses for the instrument, where it considers all possible loss events over the life of its receivables, using a loss rate matrix by maturity range adopted by the Company, from the initial moment (recognition) of the asset. This model considers customers' history, default rate, financial situation, and the position of their legal advisors to estimate expected credit losses.
In the Mining segment, receivables are composed of the value of invoices issued (quantities, moisture indexes, and preliminary quality levels), valued based on the "Platts" commodity prices on the shipment date, as established in each customer's contract.
When applicable, for outstanding balances, the mark-to-market is made based on the average quotations of the Iron Ore Business Exchange adjusted monthly until the date negotiated for the closing of the final price.
The final invoices, which finalize the export operations and are usually issued after the receipt and analysis of the commodities (approval of quantities, moisture indices and metal contents contained by customers), are valued according to each contract.
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(In thousands of Reais, unless stated otherwise) | |
The result of the necessary adjustments, both for issuing final invoices and for marking to market, is recognized as revenue when it occurs.
6. | INVENTORIES |
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Finished goods | 4,250,175 | 3,856,491 | 2,623,991 | 2,121,712 | |||
Work in progress | 3,976,448 | 3,316,396 | 1,888,560 | 1,622,987 | |||
Raw materials | 2,845,578 | 2,607,079 | 1,902,306 | 1,820,109 | |||
Storeroom supplies | 1,255,176 | 1,225,963 | 459,792 | 566,961 | |||
Advances to suppliers | 23,463 | 85,623 | 1,432 | 61,119 | |||
Provision for losses | (149,927) | (121,871) | (36,835) | (24,304) | |||
12,200,913 | 10,969,681 | 6,839,246 | 6,168,584 | ||||
Classified: | |||||||
Current | 10,439,741 | 9,557,578 | 6,839,246 | 6,168,584 | |||
Non-current (1) | 1,761,172 | 1,412,103 | |||||
12,200,913 | 10,969,681 | 6,839,246 | 6,168,584 |
(1) | Long-term inventories of iron ore that will be processed when implementing new beneficiation plants, which will generate Pellet Feed as a product. The start of operations is scheduled for the fourth quarter of 2027. |
The changes in expected losses on inventories are as follows:
Consolidated | Parent Company | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Opening balance | (121,871) | (96,493) | (24,304) | (16,124) | ||||
Reversal/(Provision for losses) on inventories with low turnover and obsolescence | (28,056) | (25,378) | (12,531) | (8,180) | ||||
Closing balance | (149,927) | (121,871) | (36,835) | (24,304) |
Accounting Policy
They are recorded at the lower of cost and net realizable value. Cost is determined using the weighted average cost method in the acquisition of raw materials. The cost of finished products and work in progress comprises raw materials, labor, other direct and indirect costs (based on normal production capacity). The net realizable value is the estimated selling price in the normal course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. Estimated losses in low turnover or obsolete inventories are constituted when considered necessary.
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(In thousands of Reais, unless stated otherwise) | |
7. | RECOVERABLE TAXES |
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
ICMS (Brazilian State Value-Added Tax) | 1,717,547 | 1,492,575 | 1,116,394 | 1,015,444 | |||
Brazilian federal contributions | 2,336,854 | 2,729,606 | 1,376,319 | 1,592,694 | |||
Other taxes | 112,866 | 59,316 | 13,767 | 68,391 | |||
4,167,267 | 4,281,497 | 2,506,480 | 2,676,529 | ||||
Classified: | |||||||
Current | 1,367,316 | 1,744,074 | 668,137 | 855,663 | |||
Non-current | 2,799,951 | 2,537,423 | 1,838,343 | 1,820,866 | |||
4,167,267 | 4,281,497 | 2,506,480 | 2,676,529 |
Accounting Policy
Tax credits accumulated essentially derive from ICMS, PIS, and COFINS credits on input purchases and property, plant and equipment used in production, plus IRPJ and CSLL related to Selic rate updates on tax credits awaiting final legal resolution for compensation, classified in non-current assets. The realization of these credits generally occurs through natural offsetting with debits of these taxes, generated by sales operations and other taxed outputs.
The balance of recoverable taxes maintained in the short term is expected to be offset in the next 12 months. Based on budget analyses and projections approved by Management, there is no forecast of risks regarding the non-realization of these tax credits, provided that such budget projections materialize.
8. | OTHER CURRENT AND NON-CURRENT ASSETS |
Consolidated | Parent Company | |||||||||||||||
Current | Non-current | Current | Non-current | |||||||||||||
Ref. | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||||
Judicial deposits | 20 | 632,950 | 491,882 | 202,212 | 210,833 | |||||||||||
Derivative transactions | 14 | 152,967 | 32,211 | 12,122 | ||||||||||||
Dividends receivable | 22.b | 201,436 | 185,178 | 501,267 | 562,938 | |||||||||||
Prepaid expenses | 327,403 | 416,556 | 9,770 | 44,027 | 208,557 | 248,472 | 6,093 | 33,645 | ||||||||
Actuarial asset | 22.b | 47,708 | 39,530 | 37,059 | 31,007 | |||||||||||
Receivables from related parties | 22.b | 7,146 | 13,625 | 3,695,607 | 3,451,991 | 252,380 | 222,467 | 4,293,152 | 3,889,118 | |||||||
Loans with related parties | 5,315 | 5,316 | 1,903,028 | 1,659,412 | 5,315 | 5,316 | 2,499,112 | 2,096,536 | ||||||||
Other receivables from related parties | 1,831 | 8,309 | 1,792,579 | 1,792,579 | 247,065 | 217,151 | 1,794,040 | 1,792,582 | ||||||||
Other assets | 167,111 | 279,492 | 846,335 | 1,283,061 | 50,291 | 34,478 | 821,765 | 1,235,145 | ||||||||
Trading securities | 2,947 | 7,198 | 2,814 | 7,054 | ||||||||||||
Compulsory loans from Eletrobrás | 51,012 | 62,913 | 48,437 | 60,136 | ||||||||||||
Employee debts | 92,628 | 61,332 | 47,332 | 27,166 | ||||||||||||
Receivables by indemnity (1) | 14.a | 106,405 | 790,914 | 1,173,922 | 773,241 | 1,173,922 | ||||||||||
Term of Agreement GSF DFESA | 14,264 | 14,264 | 2,377 | 16,642 | ||||||||||||
Advances to suppliers | 2,242 | 10,158 | - | |||||||||||||
Others | 55,030 | 80,135 | 2,032 | 29,584 | 145 | 258 | 87 | 1,087 | ||||||||
856,063 | 927,062 | 5,232,370 | 5,310,491 | 1,012,495 | 1,080,477 | 5,360,281 | 5,399,748 |
(1) | In December 2023, the amount of R$ 106,405 was recognized in current assets, referring to a foreign Income Tax litigation, received in the second quarter of 2024, and, therefore, no longer forms part of the "Other assets" line item. Non-current assets are composed of net and certain credit, arising from the final and unappealable decision in favor of the Company, mainly due to losses and damages resulting from voltage sinking in the energy supply in the periods from January/1991 to June/2002. In September 2024, the Company carried out the assignment of credit rights for the amounts overpaid for rail freight from April 1994 to March 1996 to the company RFFSA and received R$ 442,246 in the operation, recording a discount of R$ 84,237. The Company has a purchase option, which can be exercised unilaterally according to the price agreed between the parties until December 31, 2025 or up to 5 days after settlement of the balance by the debtor. |
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(In thousands of Reais, unless stated otherwise) | |
9. | BASIS OF CONSOLIDATION AND INVESTMENTS |
The accounting policies have been consistently applied to all consolidated companies. The consolidated financial statements for the years ended December 31, 2023 and 2022 include the following direct and indirect subsidiaries and joint ventures, associates, joint ventures, as well as the exclusive funds, as follows:
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(In thousands of Reais, unless stated otherwise) | |
Equity interests (%) | ||||||
Companies | 12/31/2024 | 12/31/2023 | Core business | |||
Direct interest in subsidiaries: full consolidation | ||||||
CSN Islands VII Corp. | 100.00 | 100.00 | Financial transactions | |||
CSN Inova Ventures | 100.00 | 100.00 | Equity interests and financial transactions | |||
CSN Islands XII Corp. | 100.00 | 100.00 | Financial transactions | |||
CSN Steel S.L.U. | 100.00 | 100.00 | Equity interests and financial transactions | |||
TdBB S.A (*) | 100.00 | 100.00 | Equity interests | |||
Sepetiba Tecon S.A. | 99.99 | 99.99 | Port services | |||
Minérios Nacional S.A. | 99.99 | 99.99 | Mining and Equity interests | |||
Companhia Florestal do Brasil | 99.99 | 99.99 | Reforestation | |||
Estanho de Rondônia S.A. | 99.99 | 99.99 | Tin Mining | |||
Companhia Metalúrgica Prada | 99.89 | 99.89 | Manufacture of containers and distribution of steel products | |||
CSN Mineração S.A. (7) | 69.01 | 79.75 | Mining | |||
CSN Energia S.A. | 99.99 | 99.99 | Sale of electric power | |||
FTL - Ferrovia Transnordestina Logística S.A. | 92.71 | 92.71 | Railroad logistics | |||
Nordeste Logística S.A. | 99.99 | 99.99 | Port services | |||
CSN Inova Ltd. | 100.00 | 100.00 | Advisory and implementation of new development projec | |||
CBSI - Companhia Brasileira de Serviços de Infraestrutura | 99.99 | 99.99 | Equity interests and product sales and iron ore | |||
CSN Cimentos Brasil S.A. | 99.99 | 99.99 | Manufacturing and sale of cement | |||
Berkeley Participações e Empreendimentos S.A. | 100.00 | 100.00 | Electric power generation and equity interests | |||
CSN Inova Soluções S.A. | 99.99 | 99.90 | Equity interests | |||
CSN Participações I | 99.90 | 99.90 | Equity interests | |||
Circula Mais Serviços de Intermediação Comercial S.A. | 0.10 | 0.10 | Commercial intermediation for the purchase and sale of assets and materials in general | |||
CSN Participações III | 99.90 | 99.90 | Equity interests | |||
CSN Participações IV | 99.90 | 99.90 | Equity interests | |||
CSN Participações V | 99.90 | 99.90 | Equity interests | |||
CSN Incorporação e Participações Ltda. (6) | 99.99 | Equity interests | ||||
Indirect interest in subsidiaries: full consolidation | ||||||
Lusosider Projectos Siderúrgicos S.A. | 100.00 | 100.00 | Equity interests and product sales | |||
Lusosider Aços Planos, S. A. | 100.00 | 99.99 | Steel and Equity interests | |||
CSN Resources S.A. | 100.00 | 100.00 | Financial transactions and Equity interests | |||
Companhia Brasileira de Latas | 99.89 | 99.88 | Sale of cans and containers in general and Equity interests | |||
Companhia de Embalagens Metálicas MMSA | 99.88 | 99.87 | Production and sale of cans and related activities | |||
Companhia de Embalagens Metálicas - MTM | 99.88 | 99.87 | Production and sale of cans and related activities | |||
CSN Productos Siderúrgicos S.L. | 100.00 | 100.00 | Financial transactions, product sales and Equity interests | |||
Stalhwerk Thüringen GmbH | 100.00 | 100.00 | Production and sale of long steel and related activities | |||
CSN Steel Sections Polska Sp.Z.o.o | 100.00 | 100.00 | Financial transactions, product sales and Equity interests | |||
CSN Mining Holding, S.L.U. | 69.01 | 79.75 | Financial transactions, product sales and Equity interests | |||
CSN Mining GmbH | 69.01 | 79.75 | Financial transactions, product sales and Equity interests | |||
CSN Mining Asia Limited | 69.01 | 79.75 | Commercial representation | |||
Lusosider Ibérica S.A. | 100.00 | 100.00 | Steel, commercial and industrial activities and equity interests | |||
CSN Mining Portugal, Unipessoal Lda. (4) | 79.75 | Commercial and representation of products | ||||
Companhia Siderúrgica Nacional, LLC | 100.00 | 100.00 | Import and distribution/resale of products | |||
Elizabeth Cimentos S.A. | 99.99 | 99.98 | Manufacturing and sale of cement | |||
Santa Ana Energética S.A. | 99.99 | 99.98 | Electric power generation | |||
Topázio Energética S.A. | 99.99 | 99.98 | Electric power generation | |||
Brasil Central Energia Ltda. | 99.99 | 99.98 | Electric power generation | |||
Circula Mais Serviços de Intermediação Comercial S.A. | 99.99 | 99.90 | Commercial intermediation for the purchase and sale of assets and materials in general | |||
Metalgráfica Iguaçu S.A | 99.89 | 99.89 | Metal packaging manufacturing | |||
Companhia Energética Chapecó | 69.01 | 79.75 | Electric power generation | |||
Companhia Estadual de Geração de Energia Elétrica - CEEE-G (3) | 100.00 | 98.98 | Electric power generation | |||
Ventos de Vera Cruz S.A. | 99.99 | 98.97 | Electric power generation | |||
Ventos de Curupira S.A | 99.99 | 98.97 | Electric power generation | |||
Ventos de Povo Novo S.A. | 99.99 | 98.97 | Electric power generation | |||
MAZET Maschinenbau und Zerspanungstechnik Unterwellwnborn GmbH | 100.00 | 100.00 | Production and sale of long steel and related activities | |||
CSN Mining International GmbH (1) | 69.01 | 79.75 | Commercial and representation of products | |||
CSN International Steel GmbH (4) | 100.00 | - | Commercial and representation of products | |||
Direct interest in joint operations: proportionate consolidation | ||||||
Itá Energética S.A. | 48.75 | 48.75 | Electric power generation | |||
Direct interest in joint ventures: equity method | ||||||
MRS Logística S.A. | 18.75 | 18.64 | Railroad transportation | |||
Aceros Del Orinoco S.A. (*) | 31.82 | 31.82 | Dormant company | |||
Transnordestina Logística S.A. | 48.03 | 48.03 | Railroad logistics | |||
Equimac S.A | 50.00 | 50.00 | Rental of commercial and industrial machinery and equipment | |||
Indirect interest in joint ventures: equity method | ||||||
MRS Logística S.A. | 12.93 | 14.86 | Railroad transportation |
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(In thousands of Reais, unless stated otherwise) | |
Direct interest in associates: equity method | ||||||
Arvedi Metalfer do Brasil S.A. | 20.00 | 20.00 | Metallurgy and Equity interests | |||
Panatlântica S.A. (2) | 29.92 | Steel | ||||
Indirect interest in affiliates: equity method | ||||||
Jaguari Energética S.A. | 10.50 | 10.39 | Electric power generation | |||
Chapecoense Geração S.A. (3) | 9.00 | 8.91 | Electric power generation | |||
Companhia Energética Rio das Antas - Ceran (3) | 30.00 | 29.69 | Electric power generation | |||
Ventos do Sul Energia S.A. (3) | 9.90 | Electric power generation | ||||
Foz Chapecó Energia S.A. (3) | 9.00 | 8.91 | Electric power generation | |||
Exclusive funds: full consolidation | ||||||
Diplic II - Private credit balanced mutual fund | 100.00 | 100.00 | Investment fund | |||
Caixa Vértice - Private credit balanced mutual fund | 100.00 | 100.00 | Investment fund | |||
VR1 - Private credit balanced mutual fund | 100.00 | 100.00 | Investment fund | |||
Consortiuns | ||||||
Consórcio Itaúba | 100.00 | 100.00 | Electric power generation | |||
Consórcio Passo Real | 100.00 | 100.00 | Electric power generation | |||
Consórcio da Usina Hidrelétrica de Igarapava | 17.92 | 17.92 | Electric power generation | |||
Consórcio Dona Francisca | 15.00 | 15.00 | Electric power generation |
(*) | Dormant companies. |
(1) | On December 2023, the company CSN Mining International GmbH, headquartered in Switzerland, began its iron ore trading operations. |
(2) | On January 15, 2024, Panatlântica began to be evaluated through the equity method due to the acquisition of 18.61% of shares at a total price of R$ 150,000, resulting in the Company now holding 29.92% (11.31% as of December 31, 2023) of Panatlântica's capital. Prior to such acquisition, the Company assessed the investment through fair value through profit or loss. |
(3) | On February 21, 2024, the Company came to hold 100% of the shares of subsidiary CEEE-G (98.98% as of December 31, 2023), and for this reason, there was a percentage increase in the indirect participation of companies Companhia Energética Rio das Antas – CERAN, Ventos do Sul Energia S.A., Chapecoense Geração S.A., and Foz Chapecó Energia S.A. |
(4) | On March 7, 2024, the company CSN International Steel GmbH was established by the Company's direct Subsidiary, CSN Steel S.L.U.. |
(5) | On September 5, 2024, the liquidation and extinction of CSN Mining Portugal Unipessoal Ltda. |
(6) | On November 5, 2024, the Company, together with its subsidiary Companhia Florestal do Brasil, established CSN Incorporação e Participação Ltda., whose main purpose is real estate development. |
(7) | On November 12, 2024, the Company sold part of its shares held in the subsidiary CSN Mineração to Itochu Corporation (589,304,801 shares), reducing its stake from 79.75% to 69.01%, see note 9.c. |
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(In thousands of Reais, unless stated otherwise) | |
9.a) | Changes in investments in controlled companies, jointly controlled companies, joint operations, associates, and other investments |
The positions presented as of December 31, 2024 and 2023 and the changes refer to the interest held by CSN in these companies:
Consolidated | ||||||||||||||||
Companies | Ref. | Final balance on 12/31/2023 | Capital increase | Dividends | Equity Income | Comprehensive income | Others | Final balance on 12/31/2024 | ||||||||
Investments under the equity method | ||||||||||||||||
Joint-venture, Joint-operation and Affiliate | ||||||||||||||||
MRS Logistica | 2,381,607 | (126,163) | 529,211 | 14,513 | 2,799,168 | |||||||||||
Fair Value MRS | 480,622 | 480,622 | ||||||||||||||
Fair Value MRS amortization | (93,971) | (11,748) | (105,719) | |||||||||||||
Transnordestina Logística S.A. | 1,160,944 | (23,599) | 1,137,345 | |||||||||||||
Fair Value -Transnordestina | 659,106 | 659,106 | ||||||||||||||
Arvedi Metalfer do Brasil S.A. | 35,488 | (231) | 35,257 | |||||||||||||
Panatlântica S.A. | 150,000 | (46,075) | 19,233 | 23,871 | 78,735 | 225,764 | ||||||||||
Equimac S.A | 23,793 | (1,342) | 9,282 | 31,733 | ||||||||||||
Indirect interest in affiliates - CEEE-G | 165,891 | (31,610) | 44,049 | (31,577) | 146,753 | |||||||||||
Fair Value indirect participation CEEE-G | 319,709 | 319,709 | ||||||||||||||
Fair Value amortization indirect participation CEEE-G | (23,896) | (18,627) | (42,523) | |||||||||||||
5,109,293 | 150,000 | (205,190) | 547,570 | 23,871 | 61,671 | 5,687,215 | ||||||||||
Fair value investments through profit or loss (1) | 14 | 78,737 | (78,737) | |||||||||||||
Others (2) | 49,149 | 5,494 | 4,153 | 58,796 | ||||||||||||
127,886 | 5,494 | (74,584) | 58,796 | |||||||||||||
Total shareholdings | 5,237,179 | 155,494 | (205,190) | 547,570 | 23,871 | (12,913) | 5,746,011 | |||||||||
Classification of investments in the balance sheet | ||||||||||||||||
Equity interests | 5,237,177 | 5,746,011 | ||||||||||||||
Investment Property | 205,954 | 202,040 | ||||||||||||||
Total investments in the asset | 5,443,131 | 5,948,051 |
(1) | The reconciliation of the balance refers to the change in the valuation method of the investee Panatlântica due to the aforementioned share acquisitions. As mentioned, the company, which was previously valued at fair value through profit or loss, is now being valued using the equity method. |
(2) | Strategic investments in startups made by subsidiary CSN Inova Ventures in the following companies: Alinea Health Holdings Ltda. I.Systems Aut. Ind., 2D Materials, H2Pro Ltda, 1S1 Energy, Traive INC., OICO Holdings and Global Dot.com. |
The reconciliation of the equity method results of jointly controlled companies classified as joint ventures and affiliates and the amount presented in the income statement is presented below and derives from the elimination of CSN's transactions with these companies:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | |||
12/31/2024 | 12/31/2023 | ||
Equity in results of affiliated companies | |||
MRS Logística S.A. | 529,211 | 449,462 | |
Transnordestina Logística S.A. | (23,599) | (23,568) | |
Arvedi Metalfer do Brasil S.A. | (231) | (1,332) | |
Equimac S.A | 9,282 | 5,311 | |
Indirect interest in affiliates - CEEE-G | 44,049 | 50,757 | |
Panatlântica S.A. | 19,233 | ||
Fair Value Amortization | (30,375) | (49,068) | |
547,570 | 431,562 | ||
Reclassification IAS 28 (1) | (99,279) | (80,313) | |
Others | (243) | (118) | |
Equity in results | 448,048 | 351,131 |
(1) | The operating margin of intercompany operations with group companies classified as joint ventures, which are not consolidated, are reclassified in the Income Statement of the Investment group to the groups of costs and income tax and social contribution. |
Below is the reconciliation of the Parent Company's investment:
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(In thousands of Reais, unless stated otherwise) | |
Parent Company | ||||||||||||||||
Companies | Final balance on 12/31/2023 | Capital increase | Sales of shares | Dividends | Equity Income | Comprehensive income | Others | Final balance on 12/31/2024 | ||||||||
Investments under the equity method | ||||||||||||||||
Subsidiaries | ||||||||||||||||
CSN Steel S.L.U. | 4,688,943 | (871,053) | 121,267 | 679,249 | 4,618,406 | |||||||||||
Sepetiba Tecon S.A. | 372,251 | (80,184) | 10,085 | 302,152 | ||||||||||||
Minérios Nacional S.A. | 143,737 | (14,881) | (38,278) | 90,578 | ||||||||||||
Fair Value - Minérios Nacional | 2,122,071 | 2,122,071 | ||||||||||||||
Companhia Metalúrgica Prada | 321,641 | (139,955) | 181,686 | |||||||||||||
Goodwill - Companhia Metalúrgica Prada | 63,509 | 63,509 | ||||||||||||||
CSN Mineração S.A. | 8,532,643 | (1,013,604) | (3,377,822) | 3,470,914 | (525,337) | 7,086,794 | ||||||||||
CSN Energia S.A. | 24,445 | 10,000 | (14,303) | 20,142 | ||||||||||||
FTL - Ferrovia Transnordestina Logística S.A. | 131,031 | (30,717) | 100,314 | |||||||||||||
Companhia Florestal do Brasil | 1,331,941 | (94,115) | 8,577 | 1,246,403 | ||||||||||||
CBSI - Companhia Brasileira de Serviços de Infraestrutura | 37,951 | (15,425) | 61,700 | 84,226 | ||||||||||||
Goodwill - CBSI - Companhia Brasileira de Serviços de Infraestrutura | 15,225 | 15,225 | ||||||||||||||
CSN Cimentos Brasil S.A. | 6,555,144 | 54,671 | 2,764 | 6,612,579 | ||||||||||||
Others | 370 | (15) | (1,080) | 1,038 | 313 | |||||||||||
24,340,902 | 10,000 | (1,013,604) | (4,359,380) | 3,400,189 | 165,253 | 1,038 | 22,544,398 | |||||||||
Joint-venture, Joint-operation and Affiliate | ||||||||||||||||
Itá Energética S.A. | 193,122 | (18,835) | 3,064 | 177,351 | ||||||||||||
MRS Logística S.A. | 1,191,104 | (63,104) | 264,486 | 7,516 | 1,400,002 | |||||||||||
Transnordestina Logística S.A. | 1,160,944 | (23,599) | 1,137,345 | |||||||||||||
Fair Value -Transnordestina | 659,106 | 659,106 | ||||||||||||||
Equimac S.A | 23,793 | (1,342) | 9,282 | 31,733 | ||||||||||||
Panatlântica S.A. | 150,000 | (46,075) | 19,233 | 23,871 | 78,735 | 225,764 | ||||||||||
Arvedi Metalfer do Brasil S.A. | 35,488 | (231) | 35,257 | |||||||||||||
3,263,557 | 150,000 | (129,356) | 272,235 | 23,871 | 86,251 | 3,666,558 | ||||||||||
Other participations | ||||||||||||||||
Investments at fair value through profit or loss | 78,737 | (78,737) | ||||||||||||||
Profits on subsidiaries' inventories | (20,109) | (33,622) | (53,731) | |||||||||||||
Other investments | 29 | 11 | 40 | |||||||||||||
58,657 | (33,611) | (78,737) | (53,691) | |||||||||||||
Total shareholdings | 27,663,116 | 160,000 | (1,013,604) | (4,488,736) | 3,638,813 | 189,124 | 8,552 | 26,157,265 | ||||||||
Subsidiaries with unsecured liabilities | ||||||||||||||||
CSN Islands VII Corp. | (2,516,395) | (738,943) | (3,255,338) | |||||||||||||
CSN Inova Ventures | (2,107,852) | (1,241,061) | (3,348,913) | |||||||||||||
CSN Islands XII Corp. | (3,286,160) | (1,517,567) | (4,803,727) | |||||||||||||
Estanho de Rondônia S.A. | (114,779) | 124,500 | (56,911) | (47,190) | ||||||||||||
Others | (2,610) | (1,035) | (3,645) | |||||||||||||
Total subsidiaries with unsecured liabilities | (8,025,186) | 124,500 | (3,557,092) | (1,035) | (11,458,813) | |||||||||||
Equity Income | 81,721 | |||||||||||||||
Classification of investments in the balance sheet | ||||||||||||||||
Equity interests | 27,663,116 | 26,157,265 | ||||||||||||||
Investment Property | 137,761 | 135,557 | ||||||||||||||
Total active investments | 27,800,877 | 26,292,822 | ||||||||||||||
Provision for Investments with Unsecured Liabilities (liabilities) | (8,025,186) | (11,458,813) | ||||||||||||||
Total active and passive investments | 19,775,691 | 14,834,009 |
9.b) | Additional information on direct and indirect subsidiaries |
· ELIZABETH CIMENTOS S.A. (“Elizabeth Cimentos”)
On August 31, 2021, the acquisition of control of Elizabeth Cimentos and Elizabeth Mineração was completed, through its subsidiary CSN Cimentos.
Elizabeth Cimentos, located in Paraíba, is constituted as a corporation, manufactures and sells Portland cement and clinker. Its products are marketed in all states of the North and Northeast regions.
· SEPETIBA TECON S.A. (“Tecon”)
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(In thousands of Reais, unless stated otherwise) | |
Its objective is the exploration of the Container Terminal of the Organized Port of Itaguaí, located in Itaguaí, in the state of Rio de Janeiro. The terminal is connected to UPV via the Southeast railway network, conceded to MRS Logística S.A. Services include container, steel product, and general cargo handling and storage operations, among other services such as container washing, maintenance, and sanitization.
TECON was the winner of the bidding process and on October 23, 1998 signed the lease for the operation of the port terminal for a period of 25 years, starting in 2001, which can be extended if the granting authority gives a positive statement.
Upon termination of the lease contract, all rights and benefits transferred to Tecon, along with Tecon's property assets and those resulting from investments made in leased assets, will be returned to the Union, declared reversible by the Union as being necessary for the continuity of the leased terminal's operation. The assets declared as reversible will be compensated by the Union for the residual value of their cost, determined by Tecon's accounting records after deducting depreciation.
· ESTANHO DE RONDÔNIA S.A. (“ERSA”)
Headquartered in the state of Rondônia, the subsidiary operates two units, one located in the city of Itapuã do Oeste/RO and the other in Ariquemes/RO. The mining operation is based in Itapuã do Oeste, where cassiterite (tin ore) is extracted, and the smelting is located in Ariquemes, where metallic tin is obtained, which is the raw material used in the UPV for the manufacture of metal sheets.
· COMPANHIA METALÚRGICA PRADA (“Prada”)
Prada operates in two segments: steel metal packaging and flat steel processing and distribution.
Packaging
In the steel metal packaging segment, Prada produces the best and safest products in cans, buckets and aerosols. It serves the chemical and food segments, providing packaging and lithography services for the main market companies.
Distribution
Prada also operates in the area of processing and distribution of flat steels, with a diversified product line. Provides coils, rolls, sheets, strips, blanks, metal sheets, profiles, tubes and tiles, among other products, for the most different industry segments - from automotive to civil construction. It is also specialized in providing steel processing services, meeting the demand of companies throughout the country.
· METALGRÁFICA IGUAÇU S.A. (“Metalgráfica”)
Founded in 1951, Metalgráfica has units in Ponta Grossa (PR) and Goiânia (GO) and produces steel cans for the national and international market of metal packaging for food. Its operation is a strategic asset for CSN's packaging division. The technology used by Metalgráfica is more modern than that used by Prada, improving business competitiveness and strengthening the national chain, especially in relation to substitute packaging.
· CSN ENERGIA S.A. (“Energia”)
Its main objective is the commercialization of electric energy to supply the operational needs of its Parent Company and its respective subsidiaries. If there is a surplus of the purchased energy, it is sold to the market through the Electric Energy Trading Chamber (“CCEE”). The registered office of the company is located in Volta Redonda - Rio de Janeiro.
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(In thousands of Reais, unless stated otherwise) | |
· FTL - FERROVIA TRANSNORDESTINA LOGÍSTICA S.A. (“FTL”)
Company created to incorporate the spun-off portion of Transnordestina Logística S.A. It operates public rail freight transport services in Brazil's northeastern network, on sections between the cities of São Luís and Altos, Altos and Fortaleza, Fortaleza and Sousa, Sousa and Recife/Jorge Lins, Recife/Jorge Lins and Salgueiro, Jorge Lins and Propriá, Paula Cavalcante and Cabedelo (Cabedelo Branch) and Itabaiana and Macau (Macau Branch) ("Network I").
· CSN MINERAÇÃO S.A. (“CSN Mineração”)
Based in Congonhas, in the state of Minas Gerais, CSN Mineração S.A.'s main objective is the production, purchase and sale of iron ore, and has the foreign market as its main focus for marketing its products. On November 30, 2015, CSN Mineração S.A. began centralizing CSN's main iron ore mining operations, including the establishments of the Casa de Pedra mine, the TECAR port, and an 18.74% stake in MRS. CSN's interest in this subsidiary is 69.01% as of December 31, 2024 (79.75% as of December 31, 2023).
On November 21, 2023, CSN Mining International GmbH was established as a wholly-owned subsidiary of CSN Mining Holding S.L.U., which is itself a wholly-owned subsidiary of CSN Mineração. Located in Zug, Canton of Zug, Switzerland, its purpose is to market raw materials of any type and other goods in its own name and on behalf of third parties, both in Switzerland and abroad, and may perform or intermediate services directly or indirectly related to this objective or associated with it.
· MINÉRIOS NACIONAL S.A. (“Minérios Nacional”)
Headquartered in Congonhas, in the state of Minas Gerais, Minérios Nacional's main objective is the production and sale of iron ore. The subsidiary concentrates the mineral rights assets related to the Fernandinho, Cayman and Pedras Pretas mines, all located in Minas Gerais, transferred to Minérios Nacional S.A. in the business combination operation that occurred in 2015.
· CBSI - COMPANHIA BRASILEIRA DE SERVIÇOS DE INFRAESTRUTURA (“CBSI”)
Based in São Paulo - SP, CBSI's main objective is to provide services to subsidiaries, affiliates, parent company, and other third-party companies, being able to explore activities related to recovery and maintenance of industrial machines and equipment, civil maintenance, industrial cleaning, product logistics preparation, among others.
· COMPANHIA FLORESTAL DO BRASIL (“CFB”)
Companhia Florestal do Brasil, a legal entity governed by private law, was incorporated on May 24, 2013. It is organized as a privately-held corporation and the company's registered office is located in São Paulo.
· STAHLWERK THÜRINGEN GMBH (“SWT”)
SWT was established from the former Maxhütte industrial steel complex, in the city of Unterwellenborn, located in Germany. SWT produces steel profile used for civil construction according to international quality standards. Its main raw material is steel scrap, and its installed production capacity is 1.1 million tons of steel/year. SWT is an indirect subsidiary of CSN Steel S.L.U., a wholly-owned subsidiary of CSN.
· COMPANHIA SIDERURGICA NACIONAL – LLC (“CSN LLC”)
Companhia Siderúrgica Nacional, LLC, a wholly-owned subsidiary of CSN Steel S.L.U. which, in turn, is a wholly-owned subsidiary of CSN, is an importer and marketer of steel products and maintains its activities in the United States.
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(In thousands of Reais, unless stated otherwise) | |
· LUSOSIDER AÇOS PLANOS, S.A. (“Lusosider”)
Incorporated in 1996, in continuity with Siderurgia Nacional – a company privatized by the portuguese government that year –, Lusosider is the only portuguese industry in the steel sector to produce cold-rolled flat steels with anticorrosion coating. The Lusosider has an installed capacity of about 550 thousand tons/year to produce four major groups of steel products: galvanized sheet, cold rolled sheet, pickled sheet and oiled sheet. The products manufactured by Lusosider can be applied in the packaging industry, civil construction (tubes and metallic structures) and in household appliance components.
· COMPANHIA ESTADUAL DE GERAÇÃO DE ENERGIA ELÉTRICA – CEEE-G.
On October 21, 2022, Companhia Florestal Brasileira acquired a 66.23% stake in Companhia Estadual de Geração de Energia Elétrica – CEEE-G, which belonged to the State of Rio Grande do Sul. Subsequently, on December 15, 2022, it also acquired a 32.73% stake in CEEE-G from Centrais Elétricas Brasileiras S.A. – Eletrobras. In November 2023, CEEE-G conducted the Public Offering of Shares ("OPA") auction to acquire up to 100% of the shares subject to the offer. In the auction, the Company acquired 1,271 common shares and 338 preferred shares, representing 0.017% of its total share capital. The success of the OPA resulted in the conversion of registration from category "A" to category "B", deferred by CVM on January 25, 2024. On February 21, 2024, the EGM took place, WHICH resolved on the compulsory redemption and subsequent cancellation of 98,375 (ninety-eight thousand, three hundred and seventy-five shares), being 41,896 (forty-one thousand, eight hundred and ninety-six) common shares and 56,479 (fifty-six thousand, four hundred and seventy-nine) preferred shares issued by CEEE-G, without modification of the Company's share capital. Therefore, as of this date, Companhia Florestal do Brasil now holds 100% of the shares issued by CEEE-G.
Based in Porto Alegre, Rio Grande do Sul State, CEEE-G's main purpose is to conduct studies, projects, construction, and operation of electric power plants, as well as to execute business acts resulting from these activities, such as electric energy commercialization. CEEE-G exercises shareholding control of the Special Purpose Entities (SPEs) Ventos de Curupira S.A., Ventos de Povo Novo S.A. and Ventos de Vera Cruz S.A., incorporated in February 2014 and members of the consortium responsible for the construction of the Povo Novo Wind Farm Complex. The equity interest in CEEE-G as of December 31, 2024 is 100%.
· COMPANHIA ENERGÉTICA CHAPECÓ – CEC
Companhia Energética Chapecó, headquartered in São Paulo, is an independent power producer whose main activity is harnessing electric power potential on the Chapecó River through a hydroelectric plant located between the municipalities of Ipuaçu and São Domingos in the state of Santa Catarina, called Central Geradora Quebra-Queixo. On December 11, 2000, Companhia Energética Chapecó signed a Concession Agreement for the Use of Public Property for the generation of electricity No. 94/2000 with the National Electric Energy Agency – Aneel. The concession has a term of 35 years counted from the date of contract signature by the granting authority, which may be extended under conditions established by ANEEL, provided that the hydroelectric project exploitation meets the contract conditions and sector legislation.
· CSN CIMENTOS BRASIL S.A (“CSN Cimentos Brasil”)
Acquired on September 6, 2022, CSN Cimentos Brasil is constituted as a corporation, domiciled in Brazil, with its headquarters located in Santa Cruz, Rio de Janeiro - RJ. This subsidiary of CSN has industrial plants, warehouses and branches in much of the national territory. Its main activities are: production, industry and general trade of cement, lime, mortar, minerals and metals in general and complementary products for civil construction, in natura. CSN's equity interest in CSN Cimentos Brasil as of December 31, 2024 is 99.99%.
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(In thousands of Reais, unless stated otherwise) | |
9.c) | Main events occurred in subsidiaries in 2024 and 2023 |
· CSN CIMENTOS S.A. (“CSN CIMENTOS”)
The cement segment operations began in the Group in May 2009, through a grinding unit in Volta Redonda/RJ, driven by the synergy between this activity and the slag generation produced by the blast furnaces of Usina Presidente Vargas ("UPV"), a material used as the main raw material for cement production.
In 2011, its own clinker production was started, with the installation of a rotary clinker kiln in Arcos, Minas Gerais, using calcitic limestone extracted from the Bocaina Mine, existing in the same location that also supplies the steel limestone to the UPV. This clinker produced is primarily sent by railway to the cement factory in Volta Redonda/RJ.
In 2015, the Arcos/MG unit started cement production with the installation of two vertical cement mills and in 2016 a second clinker production line was installed, thus achieving self-sufficiency of clinker in cement production.
The main product of Arcos is CP-II type cement, basically composed of clinker, slag, limestone, and gypsum, with the composition varying according to the product. Still in Arcos, there is exploration of calcitic limestone and dolomite, which is destined for the UPV.
On August 31, 2023, the reverse merger of CSN Cimentos by CSN Cimentos Brasil was approved with the transfer of all assets, property (movable and immovable), rights and obligations. The Appraisal Report of CSN Cimentos' shareholders' equity was prepared based on a specific balance sheet with a base date of June 30, 2023.
As a result of the merger, CSN Cimentos Brasil's shareholders' equity was increased by R$ 2,383,276, of which R$ 2,300,489 were allocated to the share capital and R$ 82,786 to the capital reserve account.
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(In thousands of Reais, unless stated otherwise) | |
(R$'000) | Accounting collection as of June 30, 2023 | |
Cash and cash equivalents | 111,937 | |
Trade receivables | 95,506 | |
Inventories | 245,701 | |
Other assets | 229,560 | |
Corporate investments | 1,198,743 | |
Property, plant and equipment | 3,573,944 | |
Intangíible assets | 889,979 | |
Investment properties | 631 | |
Total Assets | 6,346,001 | |
Trade payables | 375,049 | |
Borrowings and financing | 2,678,625 | |
Salaries and social charges | 15,432 | |
Taxes payable | 42,383 | |
Lease liabilities | 15,392 | |
Tax, social security, labor and civil | 11,489 | |
Provisions for environmental liabilities and asset decommissioning | 83,076 | |
Other payables | 741,279 | |
Total Liabilities | 3,962,725 | |
Net assets | 2,383,276 |
· | CSN Mineração S.A. (“CSN Mineração”) |
Share buyback program of subsidiary CSN Mineração
CSN Mineração approved, in Board of Directors Meetings, the Share Buyback Programs, for treasury maintenance and subsequent disposal or cancellation, under the terms of CVM instruction 77/2022, described below:
Program | Board’s Authorization | Authorized amount | Program period | Average buyback price | Minimum and maximum buyback price | Number bought back | Share cancelation | Balance in treasury shares | ||||||||
3º | 05/18/2022 | 106,000,000 | From 5/19/2022 to 5/18/2023 | |||||||||||||
4 º | 06/28/2024 | 100,000,000 | From 6/28/2024 to 12/19/2025 | R$ 6.0497 | R$ 5.2798 and R$ 7.1162 | 53,294,300 | 53,294,297 | |||||||||
4 º | (3) | (3) | ||||||||||||||
53,294,300 | (3) | 53,294,294 |
The Share Buyback Program, for treasury maintenance and subsequent disposal or cancellation, under the terms of CVM instruction 77/2022, approved on June 28, 2024 by the Board of Directors, consists of:
• Buyback of up to 100,000,000 shares;
• Program term from June 28, 2024 to December 19, 2025;
• Acquisition price may not be higher than the quotation on the Stock Exchange;
• Buyback operations intermediated by qualified financial institutions.
On October 17, 2024, CSN Mineração approved in a Board of Directors meeting the cancellation of three treasury shares, without changing the subsidiary's share capital value because of the share cancellation. Consequently, the Company's share capital is now divided into 5,485,338,835 shares.
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(In thousands of Reais, unless stated otherwise) | |
Distribution of dividends from subsidiary CSN Mineração:
On May 9, 2024, the Board of Directors of CSN Mineração approved the distribution of interim dividends to the profit reserve account in the amount of R$ 1,025,040, corresponding to R$ 0.186869166032 per share, in anticipation of the minimum mandatory dividend.
At a CSN Mineração Board of Directors meeting held on September 30, 2024, the following distributions were approved: extraordinary interim dividends from profits recorded in the balance sheet as of August 31, 2024, totaling R$ 2,375,000, corresponding to R$ 0.43689118448 per share; intermediate dividends from the profit reserve from previous fiscal years, in the amount of R$ 160,000, corresponding to R$ 0.02943266927 per share; and payment of interest on equity by CSN Mineração in the amount of R$ 465,000, corresponding to R$ 0.08553869507 per share.
On December 27, 2024, CSN Mineração's Board of Directors approved the payment of interest on equity in the amount of R$ 211,610, corresponding to the value of R$ 0.03895595758 per share.
Approval, execution and sale of minority interest in subsidiary CSN Mineração
The Company, in a Board of Directors meeting held on October 17, 2024, approved the Non-Binding Proposal with Itochu Corporation for the sale of a minority stake of up to 11% in its subsidiary CSN Mineração, at a price per share of R$ 7.50.
On November 5, 2024, in a new Board of Directors meeting, the approval of a Share Purchase Agreement was deliberated for the sale of 589,304,801 common shares issued by CSN Mineração at a unit price of R$ 7.50 per share, totaling R$ 4,419,786, which was paid in cash by Itochu Corporation to CSN on the date of the share transfer.
11/30/2024 | ||
Number of shares sold | 589,304,801 | |
Share price | R$ 7.50 | |
(+) Cash received (a) | 4,419,786 | |
Number of shares sold | 589,304,801 | |
Equity cost of the share | R$ 1.72 | |
(-) Write-off of investment (b) | 1,013,604 | |
(=) Gain in operation (a) - (b) | 3,406,182 |
After approval of the transaction by the Administrative Council for Economic Defense – CADE, Itochu Corporation became a signatory to the Shareholders' Agreement of CSN Mineração, amended on November 6, 2024, without changing the rights of the parties to such agreement.
As of November 12, 2024, due to this operation, CSN now holds 3,785,474,692 common shares issued by CSN Mineração, reducing its direct stake to 69.01%, while Itochu Corporation now holds 589,304,801 common shares issued by CSN Mineração, reaching a direct stake of 10.74% and an indirect stake of 9.26% through Japão Brasil Minério de Ferro Participações LTDA. Therefore, the shareholding composition of CSN Mineração became:
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(In thousands of Reais, unless stated otherwise) | |
SHAREHOLDER | SHARES | % SHAREHOLDING |
COMPANHIA SIDÚRGICA NACIONAL | 3,785,474,692 | 69.01% |
ITOCHU CORPORATION | 589,304,801 | 10.74% |
Japão Brasil Minério de Ferro Participações LTDA | 507,762,966 | 9.26% |
POSCO Holding Inc. | 102,186,675 | 1.86% |
CHINA STEEL CORPORATION | 22,366,860 | 0.41% |
Tesouraria | 53,294,297 | 0.97% |
Outros | 424,948,544 | 7.75% |
Total SHARES | 5,485,338,835 | 100.00% |
9.d) | Joint ventures and joint operations financial information |
The balances of the balance sheet and income statement of the companies whose control is shared are shown below and refer to 100% of the companies' profit or loss:
12/31/2024 | 12/31/2023 | |||||||||||||||
Joint-Venture | Joint-Operation | Joint-Venture | Joint-Operation | |||||||||||||
Equity interest (%) | MRS Logística | Transnordestina Logística | Equimac S.A. | Itá Energética | MRS Logística | Transnordestina Logística | Equimac S.A. | Itá Energética | ||||||||
37.49% | 48.03% | 50.00% | 48.75% | 37.27% | 48.03% | 50.00% | 48.75% | |||||||||
Balance sheet | ||||||||||||||||
Current Assets | ||||||||||||||||
Cash and cash equivalents | 4,147,393 | 277,966 | 22,028 | 82,129 | 3,388,052 | 786,007 | 13,953 | 93,712 | ||||||||
Advances to suppliers | 42,649 | 45,512 | 49 | 395 | 101,318 | 6,161 | 77 | 409 | ||||||||
Other assets | 1,182,598 | 83,348 | 25,070 | 27,251 | 1,390,540 | 67,758 | 16,747 | 30,517 | ||||||||
Total current assets | 5,372,640 | 406,826 | 47,147 | 109,775 | 4,879,910 | 859,926 | 30,777 | 124,638 | ||||||||
Non-current Assets | ||||||||||||||||
Other assets | 448,946 | 143,562 | 142 | 10,144 | 679,749 | 97,560 | 599 | 18,054 | ||||||||
Investments, PP&E and intangible assets | 14,791,500 | 13,193,728 | 75,782 | 263,998 | 12,774,225 | 12,062,189 | 48,570 | 296,818 | ||||||||
Total non-current assets | 15,240,446 | 13,337,290 | 75,924 | 274,142 | 13,453,974 | 12,159,749 | 49,169 | 314,872 | ||||||||
Total Assets | 20,613,086 | 13,744,116 | 123,071 | 383,917 | 18,333,884 | 13,019,675 | 79,946 | 439,510 | ||||||||
Current Liabilities | ||||||||||||||||
Borrowings and financing | 547,803 | 36,181 | 19,009 | 993,367 | 167,201 | 8,552 | ||||||||||
Lease liabilities | 738,978 | 288 | 565,002 | 684 | ||||||||||||
Other liabilities | 2,103,399 | 128,528 | 16,642 | 15,664 | 2,111,251 | 80,851 | 8,310 | 21,222 | ||||||||
Total current liabilities | 3,390,180 | 164,709 | 35,939 | 15,664 | 3,669,620 | 248,052 | 17,546 | 21,222 | ||||||||
Non-current Liabilities | ||||||||||||||||
Borrowings and financing | 7,524,173 | 7,943,354 | 21,074 | 5,879,207 | 8,481,707 | 12,734 | ||||||||||
Lease liabilities | 1,158,058 | 213 | 1,665,072 | 253 | ||||||||||||
Other liabilities | 1,074,757 | 3,268,493 | 2,379 | 4,457 | 729,736 | 1,873,232 | 1,827 | 22,140 | ||||||||
Total non-current liabilities | 9,756,988 | 11,211,847 | 23,666 | 4,457 | 8,274,015 | 10,354,939 | 14,814 | 22,140 | ||||||||
Shareholders’ equity | 7,465,918 | 2,367,560 | 63,466 | 363,796 | 6,390,249 | 2,416,684 | 47,586 | 396,148 | ||||||||
Total liabilities and shareholders’ equity |
20,613,086 | 13,744,116 | 123,071 | 383,917 | 18,333,884 | 13,019,675 | 79,946 | 439,510 |
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(In thousands of Reais, unless stated otherwise) | |
01/01/2024 to 12/31/2024 | 01/01/2023 to 12/31/2023 | |||||||||||||||
Joint-Venture | Joint-Operation | Joint-Venture | Joint-Operation | |||||||||||||
Equity interest (%) | MRS Logística | Transnordestina Logística | Equimac S.A. | Itá Energética | MRS Logística | Transnordestina Logística | Equimac S.A. | Itá Energética | ||||||||
37.49% | 48.03% | 50.00% | 48.75% | 37.27% | 48.03% | 50.00% | 48.75% | |||||||||
Statements of Income | ||||||||||||||||
Net revenue | 7,028,472 | 84,049 | 187,622 | 6,445,618 | 52,453 | 191,430 | ||||||||||
Cost of sales and services | (3,909,609) | (45,317) | (121,034) | (3,444,706) | (29,333) | (99,756) | ||||||||||
Gross profit | 3,118,863 | 38,732 | 66,588 | 3,000,912 | 23,120 | 91,674 | ||||||||||
Operating (expenses) income | 89,237 | (34,704) | (7,433) | (66,437) | (485,694) | (38,315) | (4,640) | (83,139) | ||||||||
Financial income (expenses), net | (1,160,359) | (14,421) | (3,308) | 14,076 | (722,407) | (10,745) | (2,763) | 5,849 | ||||||||
Profit/(Loss) before IR/CSLL | 2,047,741 | (49,125) | 27,991 | 14,227 | 1,792,811 | (49,060) | 15,717 | 14,384 | ||||||||
Current and deferred IR/CSLL | (632,231) | (8,398) | (7,909) | (586,831) | (3,388) | (4,673) | ||||||||||
Profit / (loss) for the year | 1,415,510 | (49,125) | 19,593 | 6,318 | 1,205,980 | (49,060) | 12,329 | 9,711 |
· ITÁ ENERGÉTICA S.A. - (“ITASA”)
ITASA is a corporation established in July 1996, whose objective is to operate, under concession, the Itá Hydroelectric Power Plant - UHE Itá ("UHE Itá"), with 1,450 MW of installed capacity, located on the Uruguay River, at the border of Santa Catarina and Rio Grande do Sul states. The Itá HPP concession is shared with ENGIE Brasil Energia S.A., and CSN's stake in ITASA is 48.75%.
· MRS LOGÍSTICA S.A. (“MRS”)
Located in Rio de Janeiro-RJ, the company aims to explore, through onerous concession, the public cargo railway transportation service in the right-of-way of the Southeast Network, located in the Rio de Janeiro, São Paulo, and Minas Gerais axis, from the defunct Rede Ferroviária Federal S.A. - RFFSA. The original concession term of 30 years counted from December 1, 1996, was extended by the granting authority in July 2022 for an additional 30 years counted from December 1, 2026.
MRS can also explore modal transport services related to rail transport and participate in projects aimed at expanding the granted railway services.
For the provision of services, MRS leased from RFFSA, for the same period of the concession, the assets necessary for the operation and maintenance of rail freight transport activities. At the end of the concession, all leased assets will be transferred to the possession of the railway transport operator designated in that same act.
The Company directly holds an 18.75% interest in the total share capital of MRS and indirectly, through its subsidiary CSN Mineração S.A., a 12.93% interest in the share capital of MRS.
The direct participation of CSN Mineração in MRS is 18.74%; and considering the percentage of participation of CSN, of 18.75%, mentioned above, the total participation is 37.49%.
· CONSÓRCIO DA USINA HIDRELÉTRICA DE IGARAPAVA
Igarapava Hydroelectric Power Plant is located in Rio Grande, in the city of Conquista - MG, and has an installed capacity of 210 MW, consisting of 5 Bulb-type generating units.
CSN holds 17.92% of the investment in the Consortium whose purpose is the production of electric energy for the own consumption of the consortium members, according to the percentage of participation of each company.
· CONSÓRCIO DA USINA HIDRELÉTRICA DE ITAÚBA
The Itaúba Hydroelectric Power Plant is located on the Jacuí river, in the municipality of Pinhal Grande, state of Rio Grande do Sul, and is composed of 4 Generating Units, with installed power of 500,400.00 KW.
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(In thousands of Reais, unless stated otherwise) | |
CSN has a direct participation of 36.60% and indirectly through its subsidiaries of an additional 63.40%, totaling a participation of 100%.
· CONSÓRCIO DA USINA HIDRELÉTRICA DE PASSO REAL
The Passo Real Hydroelectric Power Plant is located on the Jacuí river, in the municipality of Salto do Jacuí, state of Rio Grande do Sul, and is composed of 2 Generating Units, with installed power of 158,000.00 KW.
CSN has a direct participation of 46.97% and indirectly through its subsidiaries of an additional 53.03%, totaling a participation of 100%.
9.e) TRANSNORDESTINA LOGÍSTICA S.A. (“TLSA”)
Its main objective is to explore and develop public cargo railway transportation services in the northeastern Brazil, comprising the sections from Missão Velha - Salgueiro, Salgueiro - Trindade, Trindade - Eliseu Martins, Salgueiro - Suape Port and Missão Velha - Pecém Port ("Malha II"). On December 23, 2022, following extensive negotiations involving ANTT, TCU, and the Ministry of Infrastructure at that time, the first amendment to the Concession Contract was signed. This amendment redefined the scope and completion deadlines for TLSA's railway sections, notably providing for the return of the Salgueiro-Porto de Suape section, resulting in a project with the current 1,206 km of railway network and a completion deadline of December 2029.
The Management relies on resources from its shareholders and third parties to complete the project, which it expects to be available based on agreements and recent discussions between the involved parties. The amendment signed in 2024 with FDNE for an operation of R$ 3.6 billion in convertible bonds has made the resources for completing the project practically fully secured. After evaluating this matter, Management concluded as appropriate the use of the operational continuity accounting basis of the project in the preparation of its financial statements.
Accounting Policy
Equity method of accounting and consolidation
The equity method of accounting for subsidiaries, joint ventures and associates is applied. Other investments are held at fair value or cost.
Subsidiaries: They are entities in which the Company has significant influence over its financial and operating policies and/or potential exercisable or convertible voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Company and cease to be consolidated on the date on which control ceases.
Jointly controlled entities: are all entities in which the Company has jointly contractually controlled control with one or more parties and can be classified as follows:
· | Joint operations: are accounted for in the financial statements to represent the Company's contractual rights and obligations. |
· | Joint ventures: are accounted for under the equity method and are not consolidated. |
Associates: Are all entities over which the Company has significant influence but not control, generally through a shareholding of 20% to 50% of the voting rights. Investments in associates are initially recognized at cost and subsequently measured using the equity method.
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(In thousands of Reais, unless stated otherwise) | |
Exclusive funds: The exclusive funds are private investment funds in which CSN’s resources are allocated according to the Company’s intention. They are managed by BNY Mellon Serviços Financeiros DTVM S.A. and Caixa Econômica Federal (CEF).
Consortiums: Electricity consortia are a form of collective electricity purchasing that allows groups of consumers to join to negotiate better supply conditions. In the Group, the Company and its subsidiaries CEEE-G, CSN Mineração, Cimentos Brasil, Elizabeth Cimentos, and Minérios Nacional participate in the listed consortiums. The profit or loss arising from consortium operations is recognized in the consortium companies according to the participation percentage.
Transactions between subsidiaries, associates, joint ventures and joint operations
Unrealized balances and gains on transactions with subsidiaries, jointly controlled entities and associates are eliminated proportionally to CSN’s interest in the entity in question in the consolidation process. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. The effects on the results of transactions with jointly controlled entities are also eliminated, where part of the equity in results of jointly controlled entities is reclassified to financial expenses, cost of products sold and income tax and social contribution.
The subsidiaries and jointly controlled entities have the same reporting date and accounting policies as those adopted by the Company.
Foreign currency transactions and balances
The transactions in foreign currencies are translated into the functional currency using the exchange rates in effect at the dates of the transactions or valuations when their values are remeasured. Foreign exchange gains and losses resulting from the settlement of those transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement as financial result, except when they are recognized in shareholders' equity as a result of foreign operation characterized as foreign investment.
Advances made in foreign currencies are recorded at the exchange rate of the date the entity makes the advance payments or receipts, recognizes (transaction date) as a non-monetary asset or non-monetary liability.
Impairment testing
Investments are reviewed for verification of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized at the amount by which the carrying amount of the asset exceeds its recoverable amount.
9.f) | Investment properties |
The balance of investment properties is shown below:
Consolidated | Parent Company | |||||||||||||
Ref. | Land | Buildings | Total | Land | Buildings | Total | ||||||||
Balance at December 31, 2023 | 156,811 | 49,143 | 205,954 | 94,257 | 43,504 | 137,761 | ||||||||
Cost | 156,811 | 82,737 | 239,548 | 94,257 | 74,392 | 168,649 | ||||||||
Accumulated depreciation | (33,594) | (33,594) | (30,888) | (30,888) | ||||||||||
Balance at December 31, 2023 | 156,811 | 49,143 | 205,954 | 94,257 | 43,504 | 137,761 | ||||||||
Depreciation | 26 | (3,961) | (3,961) | (2,204) | (2,204) | |||||||||
Transfer between groups - fixed assets and investment property | 726 | 726 | ||||||||||||
Write-offs | 27 | (679) | (679) | |||||||||||
Balance at December 31, 2024 | 156,858 | 45,182 | 202,040 | 94,257 | 41,300 | 135,557 | ||||||||
Cost | 156,858 | 83,285 | 240,143 | 94,257 | 74,389 | 168,646 | ||||||||
Accumulated depreciation | (38,103) | (38,103) | (33,089) | (33,089) | ||||||||||
Balance at December 31, 2024 | 156,858 | 45,182 | 202,040 | 94,257 | 41,300 | 135,557 |
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(In thousands of Reais, unless stated otherwise) | |
The Company Management's estimate of the fair value of investment properties was carried out for December 31, 2024. The fair value of investment property in the consolidated statement as of December 31, 2024 is R$ 2,431,581 (R$ 2,235,614 as of December 31, 2023) and in the parent company R$ 2,306,478 (R$ 2,117,924 as of December 31, 2023).
The estimated average useful lives for the exercises are as follows (in years):
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Buildings | 28 | 28 | 30 | 29 |
Accounting Policy
The Company’s investment properties consist of land and buildings maintained to earn rental income and capital appreciation. The measurement method used is the acquisition or construction cost less accumulated depreciation and reduction to its recoverable value, when applicable. The accumulated depreciation of buildings is calculated using the straight-line method based on the estimated useful life of the properties subject to depreciation. Land is not depreciated since it has an indefinite useful life.
10. | PROPERTY, PLANT AND EQUIPMENT |
10.a) | Composition of property, plant and equipment |
Consolidated | ||||||||||||||||||
Ref. | Land | Buildings and Infrastructure | Machinery, equipment and facilities | Furniture and fixtures | Construction in progress (*) | Right of use (i) | Outros (**) | Total | ||||||||||
Balance at December 31, 2023 | 525,307 | 4,532,319 | 17,419,522 | 45,917 | 4,425,130 | 674,786 | 304,477 | 27,927,458 | ||||||||||
Cost | 525,307 | 9,110,694 | 39,597,174 | 297,916 | 4,425,130 | 1,126,977 | 860,818 | 55,944,016 | ||||||||||
Accumulated depreciation | (4,578,375) | (22,177,652) | (251,999) | (452,191) | (556,341) | (28,016,558) | ||||||||||||
Balance at December 31, 2023 | 525,307 | 4,532,319 | 17,419,522 | 45,917 | 4,425,130 | 674,786 | 304,477 | 27,927,458 | ||||||||||
Effect of foreign exchange differences | 9,943 | 14,711 | 209,148 | 2,991 | (93,527) | 14,627 | 916 | 158,809 | ||||||||||
Acquisitions | 1,105 | 19,464 | 147,439 | 9,562 | 5,313,404 | 14,117 | 32,533 | 5,537,624 | ||||||||||
Capitalized interest | 28 | 206,764 | 206,764 | |||||||||||||||
Write-offs | 27 | (22,978) | (19) | (37,463) | (855) | (204) | (61,519) | |||||||||||
Depreciation | 26 | (290,195) | (2,981,703) | (11,689) | (231,394) | (54,260) | (3,569,241) | |||||||||||
Transfers to other asset categories | 57,087 | 464,518 | 3,197,335 | 58,293 | (3,839,459) | 62,226 | ||||||||||||
Transfer between groups - intangible assets and investment property | (726) | (73,625) | (838) | (75,189) | ||||||||||||||
Right of use - Remesurement | 285,533 | 285,533 | ||||||||||||||||
Others | 31,695 | 303 | (19,888) | 3,674 | 15,784 | |||||||||||||
Balance at December 31, 2024 | 592,716 | 4,772,512 | 17,969,066 | 105,055 | 5,881,336 | 756,814 | 348,524 | 30,426,023 | ||||||||||
Cost | 592,716 | 9,664,220 | 43,110,825 | 372,094 | 5,881,336 | 1,269,089 | 922,119 | 61,812,399 | ||||||||||
Accumulated depreciation | (4,891,708) | (25,141,759) | (267,039) | (512,275) | (573,595) | (31,386,376) | ||||||||||||
Balance at December 31, 2024 | 592,716 | 4,772,512 | 17,969,066 | 105,055 | 5,881,336 | 756,814 | 348,524 | 30,426,023 |
Parent Company | ||||||||||||||||||
Ref. | Land | Buildings and Infrastructure | Machinery, equipment and facilities | Furniture and fixtures | Construction in progress (*) | Right of use (i) | Others (**) | Total | ||||||||||
Balance at December 31, 2023 | 25,618 | 284,330 | 7,097,152 | 9,508 | 814,174 | 6,067 | 51,966 | 8,288,815 | ||||||||||
Cost | 25,618 | 534,794 | 16,938,652 | 101,426 | 814,174 | 41,584 | 171,615 | 18,627,863 | ||||||||||
Accumulated depreciation | (250,464) | (9,841,500) | (91,918) | (35,517) | (119,649) | (10,339,048) | ||||||||||||
Balance at December 31, 2023 | 25,618 | 284,330 | 7,097,152 | 9,508 | 814,174 | 6,067 | 51,966 | 8,288,815 | ||||||||||
Acquisitions | 1,894 | 2,640,984 | 2,642,878 | |||||||||||||||
Capitalized interest | 28 | 80,457 | 80,457 | |||||||||||||||
Write-offs | 27 | (10,703) | (34,787) | (45,490) | ||||||||||||||
Depreciation | 26 | (23,252) | (1,269,558) | (3,159) | (10,458) | (11,434) | (1,317,861) | |||||||||||
Transfers to other asset categories | 67,837 | 1,412,934 | 3,228 | (1,490,352) | 6,353 | |||||||||||||
Transfers to intangible assets | (25,388) | (25,388) | ||||||||||||||||
Right of use - Remesurement | 41,973 | 41,973 | ||||||||||||||||
Others | (97) | (874) | (971) | |||||||||||||||
Balance at December 31, 2024 | 25,618 | 328,915 | 7,229,728 | 11,471 | 1,984,214 | 37,582 | 46,885 | 9,664,413 | ||||||||||
Cost | 25,618 | 600,505 | 18,210,106 | 106,548 | 1,984,214 | 48,227 | 175,734 | 21,150,952 | ||||||||||
Accumulated depreciation | (271,590) | (10,980,378) | (95,077) | (10,645) | (128,849) | (11,486,539) | ||||||||||||
Balance at December 31, 2024 | 25,618 | 328,915 | 7,229,728 | 11,471 | 1,984,214 | 37,582 | 46,885 | 9,664,413 |
(*) | Highlights of project advancements include: (i) business expansion, mainly port expansion in Itaguaí and Casa de Pedra, Itabirito project and tailings recovery; (ii) new integrated cement plant projects; (iii) comprehensive overhaul of blast furnace and coke batteries at Presidente Vargas Plant; and (iv) capitalized interest added in the fiscal year. |
(**) | Refer substantially to assets classified as vehicles and hardware. |
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(In thousands of Reais, unless stated otherwise) | |
The estimated average useful lives are as follows (in years):
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Buildings and Infrastructure | 33 | 33 | 28 | 30 | |||
Machinery, equipment and facilities | 17 | 18 | 18 | 18 | |||
Furniture and fixtures | 10 | 11 | 12 | 13 | |||
Others | 10 | 10 | 10 | 10 |
10.b) Right of use |
Below are the changes in the right of use:
Consolidated | |||||||||
Land | Buildings and Infrastructure | Machinery, equipment and facilities | Others | Total | |||||
Balance at December 31, 2023 | 512,923 | 86,057 | 54,149 | 21,657 | 674,786 | ||||
Cost | 629,004 | 143,926 | 254,640 | 99,407 | 1,126,977 | ||||
Accumulated depreciation | (116,081) | (57,869) | (200,491) | (77,750) | (452,191) | ||||
Balance at December 31, 2023 | 512,923 | 86,057 | 54,149 | 21,657 | 674,786 | ||||
Effect of foreign exchange differences | 9,939 | 2,209 | 2,479 | 14,627 | |||||
Addition | 4,272 | 6,549 | 3,296 | 14,117 | |||||
Remesurement | 58,103 | 3,627 | 202,990 | 20,813 | 285,533 | ||||
Depreciation | (38,290) | (16,511) | (150,430) | (26,163) | (231,394) | ||||
Write-offs | (855) | (855) | |||||||
Balance at December 31, 2024 | 537,008 | 83,112 | 114,612 | 22,082 | 756,814 | ||||
Cost | 655,481 | 150,311 | 360,925 | 102,372 | 1,269,089 | ||||
Accumulated depreciation | (118,473) | (67,199) | (246,313) | (80,290) | (512,275) | ||||
Balance at December 31, 2024 | 537,008 | 83,112 | 114,612 | 22,082 | 756,814 |
Parent Company | ||||||||
Land | Machinery, equipment and facilities | Others | Total | |||||
Balance at December 31, 2023 | 5,110 | 957 | - | 6,067 | ||||
Cost | 37,416 | 2,477 | 1,691 | 41,584 | ||||
Accumulated depreciation | (32,306) | (1,520) | (1,691) | (35,517) | ||||
Balance at December 31, 2023 | 5,110 | 957 | - | 6,067 | ||||
Remesurement | 41,297 | 90 | 586 | 41,973 | ||||
Depreciation | (9,013) | (859) | (586) | (10,458) | ||||
Balance at December 31, 2024 | 37,394 | 188 | - | 37,582 | ||||
Cost | 43,969 | 2,567 | 1,691 | 48,227 | ||||
Accumulated depreciation | (6,575) | (2,379) | (1,691) | (10,645) | ||||
Balance at December 31, 2024 | 37,394 | 188 | - | 37,582 |
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(In thousands of Reais, unless stated otherwise) | |
Accounting Policy
Property, plant and equipment are recorded at acquisition, formation, or construction cost less depreciation or accumulated depletion and impairment. Depreciation is calculated using the linear method based on the remaining useful life of the assets or the contract term, whichever is shorter. The exhaustion of mines is calculated based on the quantity of ore extracted and lands are not depreciated since they are considered to have an indefinite useful life. Other expenses are posted to the expense account when incurred.
· | Capitalized interest |
Borrowing costs directly attributable to the acquisition, construction, and/or production of qualifying assets are capitalized as part of the asset cost when it is probable that they will result in future economic benefits and when they are ready to perform their functions according to the Company's intended purpose.
· Costs of Development of New Ore Deposits
Costs for the development of new ore deposits, or for the expansion of the capacity of mines in operation are capitalized and amortized using the produced (extracted) units method based on probable and proven quantities of ore.
· | Expenses with Exploration |
Exploration expenses are recognized as expenses until the viability of the mining activity is established; after this period, subsequent costs are capitalized.
· | Overburden Removal Expenses |
Expenses incurred during the mine development phase, before the production phase, are recorded as part of the depreciable development costs. Subsequently, these costs are amortized during the mine's useful life based on probable and proven reserves.
· | Overburden Costs |
The overburden costs incurred in the production phase are added to the inventory value, except when a specific extraction campaign is carried out to access deeper deposits of the ore body. In this case, costs are capitalized and classified in non-current assets and are amortized over the life of the mine.
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(In thousands of Reais, unless stated otherwise) | |
11. | INTANGÍVEL |
Consolidated | Parent Company | |||||||||||||||||||
Ref. | Goodwill | Customer relationships | Software | Trademarks and patents |
Rights and licenses (*) | Others | Total | Software | Total | |||||||||||
Balance at December 31, 2023 | 4,126,255 | 85,276 | 17,708 | 213,997 | 6,090,962 | 2,283 | 10,536,481 | 57,882 | 57,882 | |||||||||||
Cost | 4,675,302 | 718,929 | 276,617 | 217,560 | 6,431,706 | 2,283 | 12,322,397 | 190,240 | 190,240 | |||||||||||
Accumulated amortization | (549,047) | (633,653) | (258,909) | (3,563) | (340,744) | (1,785,916) | (132,358) | (132,358) | ||||||||||||
Balance at December 31, 2023 | 4,126,255 | 85,276 | 17,708 | 213,997 | 6,090,962 | 2,283 | 10,536,481 | 57,882 | 57,882 | |||||||||||
Effect of foreign exchange differences | 4,748 | 504 | 36,655 | 41,907 | ||||||||||||||||
Acquisitions | 2,956 | 2,956 | ||||||||||||||||||
Transfer between groups - fixed assets | 70,819 | 3,644 | 74,463 | 25,388 | 25,388 | |||||||||||||||
Write-offs | 27 | (798) | (798) | |||||||||||||||||
Amortization | 26 | (49,785) | (26,975) | (4) | (141,446) | (218,210) | (15,200) | (15,200) | ||||||||||||
Transfers to other asset categories | 49,786 | 1,780 | (51,566) | |||||||||||||||||
Others | 1,292 | 1,292 | ||||||||||||||||||
Balance at December 31, 2024 | 4,126,255 | 40,239 | 114,000 | 252,428 | 5,902,886 | 2,283 | 10,438,091 | 68,070 | 68,070 | |||||||||||
Cost | 4,675,302 | 858,748 | 389,604 | 256,085 | 6,384,805 | 2,283 | 12,566,827 | 217,832 | 217,832 | |||||||||||
Accumulated amortization | (549,047) | (818,509) | (275,604) | (3,657) | (481,919) | (2,128,736) | (149,762) | (149,762) | ||||||||||||
Balance at December 31, 2024 | 4,126,255 | 40,239 | 114,000 | 252,428 | 5,902,886 | 2,283 | 10,438,091 | 68,070 | 68,070 |
(*) | Composed mainly of: (i) mining rights amortized by production volume and (ii) Concession contract for hydroelectric resource utilization in acquiring control of Companhia Estadual de Geração de Energia Elétrica, with amortization performed over the contract's term.. |
11.a) | Assets with indefinite useful lives |
Goodwill arising from expected future profitability of acquired companies and intangible assets of brands with indefinite useful lives were allocated to CSN's operating divisions (CGUs), which represent the lowest level of assets or group of assets of the Group.
Consolidated | ||||||||||||||
Goodwill | Trademarks | Total | ||||||||||||
Cash generating unity | Segment | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||||
Packaging (1) | Steel | 170,163 | 170,163 | 170,163 | 170,163 | |||||||||
Long steel (2) | Steel | 235,595 | 235,595 | 217,538 | 179,175 | 453,133 | 414,770 | |||||||
Mining (3) | Mining | 3,236,402 | 3,236,402 | 3,236,402 | 3,236,402 | |||||||||
Other Steel (4) | Steel | 15,225 | 15,225 | 15,225 | 15,225 | |||||||||
Cements (5) | Cement | 468,870 | 468,870 | 34,822 | 34,822 | 503,692 | 503,692 | |||||||
4,126,255 | 4,126,255 | 252,360 | 213,997 | 4,378,615 | 4,340,252 |
(1) | CBL Group in 2011 and Metalgráfica Iguaçu in 2022 by PRADA; |
(2) | Stahlwerk Thuringen GmbH (“SWT”) and Gallardo Sections in 2012 by CSN; |
(3) | Namisa in 2015 by CSN Mineração; |
(4) | CBSI in 2019 by CSN; |
(5) | Elizabeth Cimentos S.A. in 2021 and CSN Cimentos Brasil S.A. in 2022 by CSN. |
The estimated average useful lives are as follows (in years):
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Software | 8 | 10 | 9 | 9 | |||
Customer relationships | 13 | 13 |
Accounting Policy
Intangible assets basically comprise assets acquired from third parties, including through a business combination. These assets are recorded at acquisition or formation cost and deducted from amortization calculated using the straight-line method based on the economic useful life of each asset, within the estimated exploration or recovery periods.
Mineral exploration rights are classified as rights and licenses in the intangible group.
Intangible assets with indefinite useful lives are not amortized.
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(In thousands of Reais, unless stated otherwise) | |
· | Goodwill |
Goodwill is represented by the positive difference between the amount paid and/or payable for the acquisition of a business and the net amount of the fair value of the assets and liabilities acquired. The goodwill from business combinations is recorded as an intangible asset in the consolidated financial statements. In the individual balance sheet goodwill is included in investments. Gain from advantageous purchase is recorded as gain in profit or loss for the year on the acquisition date. Gains and losses from the disposal of a Cash Generating Unit (“CGU”) include the carrying amount of goodwill related to the CGU sold.
12. | IMPAIRMENT |
a) | Impairment test of goodwill and other assets |
The Company annually tests impairment for assets that had indications that they could be devalued and for goodwill. For the Company's impairment tests, the recoverable amount of each cash-generating unit ("CGU") was evaluated using either Fair Value Less Cost of Disposal ("FVLCD") or Value in Use ("VIU") models, both through discounted cash flow techniques, classified as "level 3" in the fair value hierarchy, considering sales proposals and agreements when applicable.
Cash flows were discounted using a discount rate, in real or nominal terms, after taxes that represents an estimate of the rate that a market participant would apply considering the time value of money and the specific risks of the asset. The Company used the Weighted Average Cost of Capital ("WACC") of its respective business segments as a starting point for determining the discount rates, with adjustments to reflect the risk profile in which the CGUs individually operate.
As a matter of practice, the cash flows of the Company's CGUs are prepared for a period of 10 years and are assumed to be perpetual from the 10th year onwards, without considering the actual growth rate, based on the past performance and future expectations for the performance of each of these businesses. For the Mining Segment, 42 years were used, which is the estimated end of the mine's useful life, and for Logistics, the term of 33 years, which is the end of the concession.
These expectations form the basis for using a 10-year or longer period, as in the case of Mining and Logistics CGUs, and take into consideration (i) the operational launch of the Mining business expansion, which is in the detailed engineering phase with equipment acquisition to occur over the next 6 years; (ii) Cement, with significant limestone and gypsum deposit reserves and long-term contracts, especially for slag, both with useful life and terms exceeding 10 years, respectively; (iii) Logistics, the renewal of the concession contract, (iv) and Steel, new investments over the next 3 years for improved operational efficiency through industrial park modernization.
Goodwill allocated to Packaging operations
Book value | 170,163 |
Cash Flow Period | 2025 to 2034 + perpetuity |
Gross Margin | Gross margin update based on historical data, incorporation of business restructuring impacts and market trends |
Cost updating | Update of costs based on historical data of each product and incorporation of the impacts of business restructuring |
Perpetuity growth rate | No growth |
Discount rate, in real terms | 11.89% |
Measurement of recoverable value | VIU |
Projected price range R$ / t | Market-based data |
Sensitivity of key assumptions | A 2% reduction in volume or a 3% reduction in price would result in the estimated recoverable amount equal to the carrying amount of this CGU |
Test result | The recoverable value of the asset exceeds its book value, therefore no impairment loss is recognized. |
|
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(In thousands of Reais, unless stated otherwise) | |
Goodwill allocated to Mining operations
Book value | 3,236,402 |
Cash Flow Period | 2025 to 2066 (end of mine life) |
Gross Margin | It reflects cost projection due to the progress of the mining plan as well as startup and operational ramp-up of projects. Projected prices and exchange rates according to sector reports |
Cost updating | Update of costs based on historical data, progress of the mining plan as well as startup and ramp-up of projects |
Perpetuity growth rate | No perpetuity |
Discount rate, in real terms | 11.10% |
Measurement of recoverable value | FVLCD |
Projected price range R$ / t | Market-based data |
Sensitivity of key assumptions | A 20% reduction in volume or a 9% reduction in price would result in the estimated recoverable amount equal to the carrying amount of that CGU |
Test result | The recoverable value of the asset exceeds its book value, therefore no impairment loss is recognized. |
Goodwill allocated to Other Steel Operations
Book value | 15,525 |
Cash Flow Period | 2025 to 2034 + perpetuity |
Gross Margin | Update of gross margin based on historical data and market trends |
Cost updating | Updating costs based on historical data and market trends |
Perpetuity growth rate | No growth |
Discount rate, in real terms | 11.89% |
Measurement of recoverable value | VIU |
Projected price range R$ / t | Market-based data |
Sensitivity of key assumptions | A 10% reduction in revenue would result in the estimated recoverable amount equal to the carrying amount of this CGU |
Test result | The recoverable value of the asset exceeds its book value, therefore no impairment loss is recognized. |
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(In thousands of Reais, unless stated otherwise) | |
Goodwill and Brands allocated to Long Steel operations - SWT
Book value | 453,133 |
Cash Flow Period | 2025 to 2034 + perpetuity |
Gross Margin | Update of gross margin based on historical data and market trends |
Cost updating | Updating costs based on historical data and market trends |
Perpetuity growth rate | No growth |
Discount rate, in real terms | 4.14 %, in Euro |
Measurement of recoverable value | VIU |
Projected price range € / t | Market-based data |
Sensitivity of key assumptions | A 24% reduction in volume or a 4% reduction in price would result in the estimated recoverable amount equal to the carrying amount of that CGU |
Test result | The recoverable value of the asset exceeds its book value, therefore no impairment loss is recognized. |
Goodwill and Brands with indefinite useful life allocated to Cement Operations
Book value | 503,692 |
Cash Flow Period | 2025 to 2034 + perpetuity |
Gross Margin | Update of gross margin based on historical data and market trends |
Cost updating | Study-based costs and market trends |
Perpetuity growth rate | Growth in line with inflation |
Discount rate, in nominal terms | 12.95% |
Measurement of recoverable value | VIU |
Projected price range R$ / t | Market-based data |
Sensitivity of key assumptions | A 27% reduction in volume or 13% in price would result in the estimated recoverable amount equal to the carrying amount of this CGU |
Test result | The recoverable value of the asset exceeds its book value, therefore no impairment loss is recognized. |
|
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(In thousands of Reais, unless stated otherwise) | |
a) | Investment Impairment Test |
Recoverable Amount Measurement – TLSA
Book Value (Equity) | 1,796,451 |
Cash Flow Period | By 2057 |
Gross margin | Estimated based on market study to capture loads and operating costs according to market trend studies |
Cost estimate | Costs based on study and market trends and simulations that calculate diesel costs, main operating cost |
Perpetuity growth rate | No growth rate was considered due to the projected model until the end of the concession in 2057 |
Discount rate, in real terms | Ranges from 5.56% to 6.68% in real terms |
Measurement of recoverable value | VIU |
Range of prices projected for rail transport | Market-based data |
Sensitivity of key assumptions | An 18% reduction in sales volume would result in the estimated recoverable amount equal to the carrying amount of this asset |
Test result | The recoverable amount of the investment is higher than its book values, and no impairment loss is recognized |
In addition, CSN, as an investor, tested the recoverability of its investment in TLSA based on TLSA's ability to pay dividends, a methodology known as the Dividend Discount Model (DDM), to recover the capital invested by its shareholders. To perform this test, some factors were considered, such as:
· | The dividend flow was extracted from TLSA's nominal cash flow; |
· | The dividend flow was calculated considering the annual participation percentages, considering the dilutions of CSN's participation resulting from the amortization of debts; |
· | This dividend flow was then discounted to present value using the cost of own capital (Ke) embedded in the TLSA WACC rate; and |
· | This extracted Ke was the one calculated in the "rolling WACC" of the TLSA. |
Due to the sharing of investor risks and the fact that the asset being tested represents the cash-generating unit itself, which equals the legal entity, the risk determined by CSN's Management is the same applied by TLSA when evaluating the investment of its own assets, with no additional risk factor required for the model.
Accounting Policy
Impairment of Non-Financial Assets
Non-financial assets are analyzed for impairment whenever events or changes in circumstances indicate that the book value may not be recoverable. An impairment loss is recognized for the amount by which the carrying value of the asset exceeds its recoverable amount, the latter being the higher of an asset's fair value less costs of disposal ("FVLCD") and its value in use ("VIU").
The FVLCD is normally measured based on the present value of the estimated cash flows – Discounted Cash Flows (“DCF”) arising from the continued use of the asset from the perspective of a market participant, including any prospects for expansion. The VIU is measured by the DCF that is expected by the continuous use of the asset in its current conditions, without considering future developments. These two premises are different from those used in the fair value calculation, consequently the VIU calculation will probably give a different result from the FVLCD calculation.
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(In thousands of Reais, unless stated otherwise) | |
Assets with an indefinite useful life, such as goodwill, are not subject to amortization and are tested annually for impairment.
For impairment assessment purposes, assets are grouped at the lowest levels for which there are separately identifiable incoming cash flows (Cash Generating Unit – “CGU”). For this test, goodwill is allocated to the CGUs or to the group of CGUs that should benefit from the Business Combination to which the goodwill originated, being identified according to the operating segment.
Non-financial assets, other than goodwill, that have been impaired in prior years are reviewed at the end of each year whenever events or circumstances indicate that the impairment is no longer applicable. In such cases, a reversal of impairment will be recognized.
Fair-value impairment test of Investments
Investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized at the amount at which the carrying amount of the asset exceeds its recoverable amount.
Management's estimates and judgments
(*) The impairment test of goodwill and intangible assets with indefinite useful lives includes the assets of these cash-generating units in addition to the balance of other intangible assets. The test is based on comparing the book balance with the value in use of these units, determined based on past experience in making reliable and accurate forecasts for periods longer than 5 years, using discounted cash flow projections for future years and budgets approved by Management, as well as using assumptions and judgments related to (i) growth rate, (ii) costs and expenses, (iii) discount rate, (iv) future working capital and investment ("Capex"), (v) mineral reserves and resources measured by internal specialists, (vi) useful life of the cash-generating unit (relationship between production and mineral reserves or the concession term), as well as observable macroeconomic assumptions in the market. Additionally, Steel, Cement, Packaging, Energy, Logistics and Minerals are essential inputs, which also justify the use of longer periods for the preparation of their projections.
These assumptions are subject to future risks and uncertainties and could materially change the Company's projections, and the approaches used to perform these analyses may improve over time. Therefore, they may affect the recoverable value of assets.
13. | LOANS, FINANCING AND BONDS (“DEBTS”) |
The balances of loans, financing and bonds that are recorded at amortized cost are as follows:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | Parent Company | ||||||||||||||||
Current Liabilities | Non-current Liabilities | Current Liabilities | Non-current Liabilities | ||||||||||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||||||
Foreign Debt | |||||||||||||||||
Floating Rates: | |||||||||||||||||
Prepayment | 2,331,452 | 548,230 | 7,585,516 | 6,576,696 | 1,223,673 | 224,292 | 1,991,444 | 1,805,805 | |||||||||
Fixed Rates: | |||||||||||||||||
Bonds (USA), Facility, CCE and ACC | 2,804,036 | 2,079,972 | 24,162,280 | 17,815,926 | 2,464,054 | 1,471,915 | 1,263,229 | 1,123,182 | |||||||||
Intercompany | 470,156 | 490,966 | 11,310,104 | 7,197,800 | |||||||||||||
Fixed interest in EUR | |||||||||||||||||
Intercompany | 351,827 | 1,030,571 | 303,345 | ||||||||||||||
Facility | 657,980 | 327,873 | 305,556 | 114,227 | |||||||||||||
5,793,468 | 2,956,075 | 32,053,352 | 24,506,849 | 4,509,710 | 3,217,744 | 14,564,777 | 10,430,132 | ||||||||||
Debt agreements in R$ | |||||||||||||||||
Floating Rate Securities | |||||||||||||||||
BNDES/FINAME/FINEP, bonds (BRA), NCE and CCB | 3,109,090 | 4,745,721 | 16,602,668 | 13,265,267 | 715,567 | 2,395,570 | 10,602,270 | 7,738,683 | |||||||||
3,109,090 | 4,745,721 | 16,602,668 | 13,265,267 | 715,567 | 2,395,570 | 10,602,270 | 7,738,683 | ||||||||||
Total Borrowings and Financing | 8,902,558 | 7,701,796 | 48,656,020 | 37,772,116 | 5,225,277 | 5,613,314 | 25,167,047 | 18,168,815 | |||||||||
Transaction Costs and Issue Premiums | (80,879) | (88,429) | (563,078) | (526,408) | (24,103) | (24,850) | (122,581) | (65,974) | |||||||||
Total Borrowings and Financing + Transaction cost | 8,821,679 | 7,613,367 | 48,092,942 | 37,245,708 | 5,201,174 | 5,588,464 | 25,044,466 | 18,102,841 |
13.a) | Debt changes |
The following table shows the reconciliation of the book value at the beginning and end of the year:
Consolidated | Parent Company | |||||||||
Ref. | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||
Opening balance | 44,859,075 | 40,918,742 | 23,691,305 | 21,413,268 | ||||||
New debts | 10,180,554 | 15,753,501 | 7,352,398 | 10,018,056 | ||||||
Repayment | (6,927,383) | (9,892,344) | (5,295,236) | (6,985,915) | ||||||
Payments of charges | (4,052,226) | (3,428,721) | (1,787,615) | (1,647,267) | ||||||
Accrued charges | 28 | 4,230,413 | 3,664,313 | 1,869,794 | 1,797,838 | |||||
Others (1) | 8,624,188 | (2,156,416) | 4,414,994 | (904,675) | ||||||
Closing balance | 56,914,621 | 44,859,075 | 30,245,640 | 23,691,305 |
(1) | Including unrealized exchange and monetary variations and funding cost. |
In 2024, the Company entered into new debt agreements and amortized borrowings and financing as shown below:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | ||||||||
12/31/2024 | ||||||||
Nature | New debts | Maturities | Repayment | Interest payment | ||||
Pre-Payment | 1,368,163 | 2027 | (910,098) | (601,576) | ||||
Bonds (USA), ACC, CCE and Facility | 5,764,390 | 2024 to 2027 | (3,895,219) | (1,545,960) | ||||
BNDES/FINAME/FINEP, bonds (BRA), NCE, Facility and CCB | 3,048,001 | 2024 to 2029 | (2,122,066) | (1,904,690) | ||||
10,180,554 | (6,927,383) | (4,052,226) |
13.b) | Maturities of debts presented in current and non-current liabilities |
Consolidated | Parent Company | |||||||||||
12/31/2024 | 12/31/2024 | |||||||||||
In foreign currency | In national currency - R$ | Total | In foreign currency | In national currency - R$ | Total | |||||||
Average rate | In Dollar 6.63% In Euro 4.13% |
In Real - 14.17% | In dollar 3.71% In Euro 3.53% |
In Real 14.43% | ||||||||
2025 | 5,793,468 | 3,109,090 | 8,902,558 | 4,509,710 | 715,567 | 5,225,277 | ||||||
2026 | 3,743,647 | 2,451,482 | 6,195,129 | 996,391 | 1,986,057 | 2,982,448 | ||||||
2027 | 3,092,488 | 3,960,658 | 7,053,146 | 1,579,037 | 3,425,557 | 5,004,594 | ||||||
2028 | 9,587,952 | 2,129,007 | 11,716,959 | 3,958,892 | 1,858,557 | 5,817,449 | ||||||
2029 | 661,132 | 1,088,655 | 1,749,787 | 386,178 | 826,578 | 1,212,756 | ||||||
2030 to 2032 | 14,522,803 | 4,087,733 | 18,610,536 | 7,644,279 | 989,265 | 8,633,544 | ||||||
After 2032 | 445,330 | 2,885,133 | 3,330,463 | 1,516,256 | 1,516,256 | |||||||
37,846,820 | 19,711,758 | 57,558,578 | 19,074,487 | 11,317,837 | 30,392,324 |
· Covenants
The Company's debt contracts provide for compliance with certain non-financial obligations, as well as maintenance of specific performance parameters and indicators, such as the disclosure of audited financial statements according to regulatory deadlines or having early maturity declared if the net debt to EBITDA indicator reaches the levels specified in these contracts.
As of December 31, 2024, the Company is compliant with the financial and non-financial obligations (covenants) of its current contracts.
Accounting Policy
Loans and borrowings are initially recognized at fair value, net of transaction cost and subsequently measured at amortized cost and restated using effective interest methods and charges. Interest, commissions, and any financial charges are recorded on an accrual basis, that is, in accordance with the time elapsed.
14. | FINANCIAL INSTRUMENTS |
14.a) | Identification and valuation of financial instruments |
The Company may operate with several financial instruments, with emphasis on cash and cash equivalents, including financial investments, marketable securities, accounts receivable from customers, accounts payable to suppliers and borrowings and financing. Additionally, the Company may also operate with derivative financial instruments, such as swap of exchange or interest and commodities derivatives.
Considering the nature of these instruments, their fair values are basically determined by the use of quotations in the capital markets in Brazil and the Mercantile and Futures Exchange. The amounts recorded in current assets and liabilities have immediate liquidity or maturity, mostly in the short term. Considering the terms and characteristics of these instruments, the carrying amounts approximate the fair values.
![]() | |
(In thousands of Reais, unless stated otherwise) | |
Classification of financial instruments
Consolidated | ||||||||||||||||
12/31/2024 | 12/31/2023 | |||||||||||||||
Ref. | Fair value through profit or loss | Measured at amortized cost | Balances | Fair value through other comprehensive income | Fair value through profit or loss | Measured at amortized cost | Balances | |||||||||
Assets | ||||||||||||||||
Current | ||||||||||||||||
Cash and cash equivalents | 3 | 23,310,197 | 23,310,197 | 16,046,218 | 16,046,218 | |||||||||||
Financial investments | 4 | 860,591 | 50,787 | 911,378 | 1,493,204 | 39,800 | 1,533,004 | |||||||||
Trade receivables | 5 | 181,262 | 2,719,736 | 2,900,998 | 3,269,764 | 3,269,764 | ||||||||||
Dividends and interest on equity | 8 | 201,436 | 201,436 | 185,178 | 185,178 | |||||||||||
Derivative financial instruments | 8 | 152,967 | 152,967 | 32,211 | 32,211 | |||||||||||
Trading securities | 8 | 2,947 | 2,947 | 7,198 | 7,198 | |||||||||||
Loans - related parties | 22.a | 5,315 | 5,315 | 5,316 | 5,316 | |||||||||||
Receivables by indemnity | 8 | 106,405 | 106,405 | |||||||||||||
Total | 1,197,767 | 26,287,471 | 27,485,238 | 1,532,613 | 19,652,681 | 21,185,294 | ||||||||||
Non-current | ||||||||||||||||
Financial investments | 4 | 169,977 | 169,977 | 251,299 | 251,299 | |||||||||||
Other trade receivables | 1,888 | 1,888 | 10,406 | 10,406 | ||||||||||||
Eletrobrás compulsory loan | 8 | 51,012 | 51,012 | 62,913 | 62,913 | |||||||||||
Receivables by indemnity | 8 | 790,914 | 790,914 | 1,173,922 | 1,173,922 | |||||||||||
Loans - related parties | 22.a | 1,903,028 | 1,903,028 | 1,659,412 | 1,659,412 | |||||||||||
Investments | 9 | 78,737 | 78,737 | |||||||||||||
Total | 2,916,819 | 2,916,819 | 78,737 | 3,157,952 | 3,236,689 | |||||||||||
Total Assets | 1,197,767 | 29,204,290 | 30,402,057 | 1,611,350 | 22,810,633 | 24,421,983 | ||||||||||
Liabilities | ||||||||||||||||
Current | ||||||||||||||||
Borrowings and financing | 13 | 8,902,558 | 8,902,558 | 7,701,796 | 7,701,796 | |||||||||||
Lease liabilities | 15 | 206,323 | 206,323 | 137,638 | 137,638 | |||||||||||
Trade payables | 16 | 7,030,734 | 7,030,734 | 7,739,520 | 7,739,520 | |||||||||||
Trade payables - Forfaiting | 16.a | 2,902,593 | 2,902,593 | 4,209,434 | 4,209,434 | |||||||||||
Dividends and interest on capital | 17 | 61,965 | 61,965 | 80,624 | 80,624 | |||||||||||
Derivative financial instruments | 17 | 672,280 | 263,747 | 936,027 | ||||||||||||
Total | 19,104,173 | 19,104,173 | 672,280 | 263,747 | 19,869,012 | 20,805,039 | ||||||||||
Non-current | ||||||||||||||||
Borrowings and financing | 13 | 48,656,020 | 48,656,020 | 37,772,116 | 37,772,116 | |||||||||||
Lease liabilities | 15 | 633,982 | 633,982 | 596,123 | 596,123 | |||||||||||
Trade payables | 16 | 43,263 | 43,263 | 31,060 | 31,060 | |||||||||||
Derivative financial instruments | 14.c | 157,857 | 157,857 | 60,468 | 60,468 | |||||||||||
Concessions to be paid | 17 | 78,728 | 78,728 | 74,177 | 74,177 | |||||||||||
Total | 157,857 | 49,411,993 | 49,569,850 | 60,468 | 38,473,476 | 38,533,944 | ||||||||||
Total Liabilities | 157,857 | 68,516,166 | 68,674,023 | 672,280 | 324,215 | 58,342,488 | 59,338,983 |
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(In thousands of Reais, unless stated otherwise) | |
Parent Company | ||||||||||||||
12/31/2024 | 12/31/2023 | |||||||||||||
Ref. | Fair value through profit or loss | Measured at amortized cost | Balances | Fair value through profit or loss | Measured at amortized cost | Balances | ||||||||
Assets | ||||||||||||||
Current | ||||||||||||||
Cash and cash equivalents | 3 | 5,666,618 | 5,666,618 | 2,270,070 | 2,270,070 | |||||||||
Financial investments | 4 | 860,591 | 34,982 | 895,573 | 1,493,204 | 31,505 | 1,524,709 | |||||||
Trade receivables | 5 | 1,555,141 | 1,555,141 | 1,870,367 | 1,870,367 | |||||||||
Derivative financial instruments | 8 | 12,122 | 12,122 | |||||||||||
Dividends and interest on equity | 8 | 501,267 | 501,267 | 562,938 | 562,938 | |||||||||
Trading securities | 8 | 2,814 | 2,814 | 7,054 | 7,054 | |||||||||
Loans - related parties | 22.a | 5,315 | 5,315 | 5,316 | 5,316 | |||||||||
Total | 863,405 | 7,763,323 | 8,626,728 | 1,512,380 | 4,740,196 | 6,252,576 | ||||||||
Non-current | ||||||||||||||
Financial investments | 4 | 142,423 | 142,423 | 111,350 | 111,350 | |||||||||
Other trade receivables | 1,003 | 1,003 | 1,003 | 1,003 | ||||||||||
Eletrobrás compulsory loan | 8 | 48,437 | 48,437 | 60,136 | 60,136 | |||||||||
Receivables by indemnity | 8 | 773,241 | 773,241 | 1,173,922 | 1,173,922 | |||||||||
Loans - related parties | 22.a | 2,499,112 | 2,499,112 | 2,096,536 | 2,096,536 | |||||||||
Investments | 9 | 78,737 | 78,737 | |||||||||||
Total | - | 3,464,216 | 3,464,216 | 78,737 | 3,442,947 | 3,521,684 | ||||||||
Total Assets | 863,405 | 11,227,539 | 12,090,944 | 1,591,117 | 8,183,143 | 9,774,260 | ||||||||
Liabilities | ||||||||||||||
Current | ||||||||||||||
Borrowings and financing | 13 | 5,225,277 | 5,225,277 | 5,613,314 | 5,613,314 | |||||||||
Lease liabilities | 15 | 10,229 | 10,229 | 6,523 | 6,523 | |||||||||
Trade payables | 16 | 3,596,080 | 3,596,080 | 3,976,931 | 3,976,931 | |||||||||
Trade payables - Forfaiting | 16.a | 2,214,482 | 2,214,482 | 3,980,003 | 3,980,003 | |||||||||
Dividends and interest on capital | 17 | 6,242 | 6,242 | 5,230 | 5,230 | |||||||||
Total | - | 11,052,310 | 11,052,310 | - | 13,582,001 | 13,582,001 | ||||||||
Non-current | ||||||||||||||
Borrowings and financing | 13 | 25,167,047 | 25,167,047 | 18,168,815 | 18,168,815 | |||||||||
Lease liabilities | 15 | 28,224 | 28,224 | 476 | 476 | |||||||||
Trade payables | 16 | 580 | 580 | 11,184 | 11,184 | |||||||||
Derivative financial instruments | 14.c | 157,857 | 157,857 | |||||||||||
Total | 157,857 | 25,195,851 | 25,353,708 | - | 18,180,475 | 18,180,475 | ||||||||
Total Liabilities | 157,857 | 36,248,161 | 36,406,018 | - | 31,762,476 | 31,762,476 |
![]() | |
(In thousands of Reais, unless stated otherwise) | |
Fair value measurement
The table below shows the financial instruments recorded at fair value through profit or loss, classifying them according to the fair value hierarchy:
Consolidated | 12/31/2024 | 12/31/2023 | ||||||||||
Level 1 | Level 2 | Balances | Level 1 | Level 2 | Balances | |||||||
Assets | ||||||||||||
Current | ||||||||||||
Financial investments | 860,591 | 860,591 | 1,493,204 | 1,493,204 | ||||||||
Trade receivables, net | 181,262 | 181,262 | 576,538 | 576,538 | ||||||||
Derivative transactions | 152,967 | 152,967 | 32,211 | 32,211 | ||||||||
Trading securities | 2,947 | 2,947 | 7,198 | 7,198 | ||||||||
Non-current | ||||||||||||
Investments | 78,737 | 78,737 | ||||||||||
Total Assets | 1,044,800 | 152,967 | 1,197,767 | 2,187,888 | - | 2,187,888 | ||||||
Liabilities | ||||||||||||
Current | ||||||||||||
Derivative transactions | 263,747 | 263,747 | ||||||||||
Non-current | ||||||||||||
Derivative transactions | 157,857 | 157,857 | 60,468 | 60,468 | ||||||||
Total Liabilities | - | 157,857 | 157,857 | - | 324,215 | 324,215 |
Level 1 - Data prices are quoted in an active market for items identical to the assets and liabilities being measured.
Level 2 - Consider inputs observable in the market, such as interest rates, exchange rates, etc., but are not prices negotiated in active markets.
Level 3 - There are no assets and liabilities classified as level 3.
14.b) | Financial risk management |
The Company uses risk management strategies with guidance on the risks incurred on the business. The nature and general position of financial risks are regularly monitored and managed to assess results and the financial impact on cash flow. Credit limits and hedge quality of counterparties are also reviewed periodically.
Market risks are hedged when is considered necessary to support the corporate strategy or when it is necessary to maintain the level of financial flexibility.
The Company is exposed to exchange rate, interest rate, market price and liquidity risks.
The Company may manage some of the risks using derivative instruments not associated with any speculative trading or short selling.
![]() | |
(In thousands of Reais, unless stated otherwise) | |
i) | Exchange rate risk |
The exposure arises from the existence of assets and liabilities denominated in Dollar or Euro, since the Company’s functional currency is substantially the Real and is referred to as natural exchange exposure. The net exposure is the result of the offsetting of the natural exchange exposure by the instruments of hedge adopted by CSN.
The consolidated net exposure as of December 31, 2024 is shown below:
12/31/2024 | 12/31/2023 | |||
Foreign Exchange Exposure | (Amounts in US$’000) | (Amounts in US$’000) | ||
Cash and cash equivalents overseas | 1,951,025 | 2,228,736 | ||
Trade receivables | 58,296 | 292,028 | ||
Financial investments | 270,038 | 15,597 | ||
Borrowings and financing | (5,983,492) | (5,615,893) | ||
Trade payables | (284,843) | (524,622) | ||
Others | (37,185) | (42,474) | ||
Natural Gross Foreign Exchange Exposure (assets - liabilities) | (4,026,161) | (3,646,628) | ||
Derivative financial instruments (*) | 5,098,257 | 3,979,979 | ||
Net foreign exchange exposure | 1,072,096 | 333,351 |
(*) | Total notional value of derivative and non-derivative financial instruments used for exchange risk management. |
The Company uses Hedge Accounting as a strategy, as well as derivative financial instruments to protect future cash flows.
Sensitivity Analysis of Derivative Financial Instruments and Consolidated Foreign Exchange Exposure
The Company evaluated two different scenarios for the analysis of the exchange rate impact: Scenario 1 projects a horizon of increased currency volatility, and Scenario 2 predicts a horizon of currency appreciation. The calculation is based on the closing exchange rate on December 31, 2024, using assumptions based on a variance calculation that considers both historical exchange rate fluctuations and management's projections.
The currencies used in the sensitivity analysis and their respective scenarios are shown below:
12/31/2024 | ||||||||
Currency | Exchange rate | Probable scenario | Scenario 1 | Scenario 2 | ||||
USD | 6.1923 | 5.7779 | 6.2560 | 5.0799 | ||||
EUR | 6.4363 | 6.0656 | 6.4654 | 5.3780 | ||||
USD x EUR | 1.0394 | 1.0498 | 1.0471 | 0.8606 |
The effects on profit or loss, considering scenarios 1 and 2, are shown below:
![]() | |
(In thousands of Reais, unless stated otherwise) | |
12/31/2024 | ||||||||||
Instruments | Notional amount | Risk | Probable scenario (*) R$ | Scenario 1 R$ | Scenario 2 R$ | |||||
Cash and cash equivalents overseas | 1,951,025 | Dollar | (139,931) | 19,862 | (427,219) | |||||
Trade receivables | 58,296 | Dollar | (4,181) | 593 | (12,765) | |||||
Financial investments | 270,038 | Dollar | (19,368) | 2,749 | (59,131) | |||||
Borrowings and financing | (5,983,492) | Dollar | 429,145 | (60,913) | 1,310,215 | |||||
Trade payables | (284,843) | Dollar | 20,429 | (2,900) | 62,373 | |||||
Others | (37,185) | Dollar | 2,667 | (379) | 8,142 | |||||
Derivative financial instruments | 5,098,257 | Dollar | (365,655) | 51,902 | (1,116,374) | |||||
Impact on profit or loss | (76,894) | 10,914 | (234,759) |
(*) | The probable scenarios were calculated considering the following variations for the risks: Real x Dollar - appreciation of 6.69% / Real x Euro - appreciation of the real by 5.76% / Euro x Dollar - depreciation of the dollar by 1.00%. Source: Banco Central do Brasil on February 26, 2025. |
ii) | Interest rate risk |
This risk stems from financial investments, loans, and financing and bonds in short and long terms linked to pre-fixed and post-fixed interest rates of CDI, TJLP, SOFR, exposing these financial assets and liabilities to interest rate fluctuations as demonstrated in the sensitivity analysis chart below.
With the modification of the global financial market in debt instruments in recent years and in line with recommendations from international regulatory bodies, the market began transitioning from LIBOR (London Interbank Offered Rate) to SOFR (Secured Overnight Financing Rate) starting in 2022. On September 30, 2023, all contracts were migrated to SOFR, as evidenced in the interest rate sensitivity analysis.
Sensitivity analysis of interest rate changes
Below, we present the sensitivity analysis to risks related to interest rates. The Company considered two different scenarios to assess the impact of variations in these rates: Scenario 1 predicts a horizon of rising interest rates, and Scenario 2 projects a reduction horizon. The closing rates at December 31, 2024 were used as a reference for the calculation, based on a dispersion model that takes into account not only historical interest rate fluctuations but also detailed management projections.
This approach allows a comprehensive and precise assessment of potential economic impacts arising from interest rate fluctuations.
Consolidated | ||||||
12/31/2024 | ||||||
Interest | Interest rate | Scenario 1 | Scenario 2 | |||
CDI | 12.15% | 13.72% | 10.56% | |||
TJLP | 7.43% | 8.11% | 6.72% | |||
IPCA | 4.83% | 5.60% | 4.27% | |||
SOFR 6M | 4.25% | 5.31% | 0.51% | |||
SOFR | 4.49% | 5.28% | 0.30% | |||
EURIBOR 3M | 2.71% | 4.22% | 1.73% | |||
EURIBOR 6M | 2.57% | 4.19% | 2.27% |
The effects on balances in Reais related to assets and liabilities linked to interest rates, considering scenarios 1 and 2, are demonstrated below:
![]() | |
(In thousands of Reais, unless stated otherwise) | |
Impact on balances on 12/31/2024 | ||||||||||||
Changes in interest rates | % p.a | Assets | Liabilities | Probable scenario (*) | Scenario 1 | Scenario 2 | ||||||
CDI | 12.15% | 9,268,751 | (11,116,328) | (224,481) | (253,426) | (195,057) | ||||||
TJLP | 7.43% | (775,705) | (57,635) | (62,871) | (52,115) | |||||||
IPCA | 4.83% | (18,703) | (903) | (1,047) | (799) | |||||||
SOFR 6M | 4.25% | (4,411,472) | (187,488) | (234,120) | (22,423) | |||||||
SOFR | 4.49% | (3,992,233) | (179,251) | (210,660) | (12,141) | |||||||
EURIBOR 3M | 2.71% | (289,634) | (7,861) | (12,214) | (5,017) | |||||||
EURIBOR 6M | 2.57% | (19,550) | (502) | (819) | (445) | |||||||
Impact on profit or loss | (658,121) | (775,157) | (287,997) |
(*) | The sensitivity analysis is based on the premise of maintaining as a probable scenario the market values as of December 31, 2024 recorded in the Company's assets and liabilities. |
iii) | Market price risk |
The Company is also exposed to market risks related to the volatility of commodity and input prices. In line with its risk management policy, risk mitigation strategies involving commodities may be used to reduce cash flow volatility. These mitigation strategies may incorporate derivative instruments, predominantly forward, futures, and options transactions.
Below are the price risk protection instruments, as shown in the following topics:
a) Cash flow hedge accounting – “Platts” index
The Company had iron ore derivative operations, contracted by the subsidiary CSN Mineração, with the objective of reducing the volatility of its exposure to the commodity. These contracts were settled in June 2024.
To better reflect the accounting effects of the "Platts" hedge strategy on the result, CSN Mineração opted to formally designate the hedge and, consequently, adopted hedge accounting for the iron ore derivative as a hedge accounting instrument for its highly probable future iron ore sales. As a result, the mark-to-market arising from the "Platts" volatility will be temporarily recorded in shareholders' equity and will be taken to the income statement when the sales occur according to the contracted evaluation period. This allows the recognition of "Platts" volatility on iron ore sales to be recognized at the same time.
The Company has periodically reviewed market scenarios to assess its exposure to iron ore price risk to ensure adequate coverage of market price fluctuations. This process involves monitoring fluctuations and trends in global prices, in addition to considering economic and geopolitical factors that may impact the value of this commodity.
The table below shows the profit or loss of the derivative instrument up to December 31, 2024:
![]() | |
(In thousands of Reais, unless stated otherwise) | |
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||||||
Other income and expenses (note 27) | Other comprehensive income | Impact on financial income (expenses) (note 28) | ||||||||||||
Maturity | Notional | |||||||||||||
11/01/2023 to 11/30/2023 (Settled) | Platts | (527,076) | (11,844) | |||||||||||
12/01/2023 to 12/31/2023 (Settled) | Platts | (263,853) | 599 | |||||||||||
01/01/2024 to 01/31/2024 (Settled) | Platts | (202,702) | (288,501) | (719) | 4,477 | |||||||||
02/01/2024 to 02/28/2024 (Settled) | Platts | (39,977) | (189,472) | (133) | 3,370 | |||||||||
03/01/2024 to 03/31/2024 (Settled) | Platts | 248,710 | (91,419) | 5,132 | 889 | |||||||||
04/01/2024 to 04/30/2024 (Settled) | Platts | 192,625 | (63,825) | 9,922 | 789 | |||||||||
05/01/2024 to 05/31/2024 (Settled) | Platts | 81,139 | (33,867) | 5,244 | 365 | |||||||||
06/01/2024 to 06/30/2024 (Settled) | Platts | 173,111 | (5,196) | 32 | ||||||||||
452,906 | (790,929) | - | (672,280) | 19,446 | (1,323) |
The reconciliation of the amounts related to cash flow hedge accounting - "Platts" index recorded in equity as of December 31, 2024 is demonstrated as follows:
12/31/2023 | Movement | Realization | 12/31/2024 | ||||
Cash flow hedge – “Platts” | (672,280) | 1,125,186 | (452,906) | ||||
Income tax and social contribution on cash flow hedge | 228,575 | (382,563) | 153,988 | ||||
Fair Value of cash flow hedge - Platts, net | (443,705) | 742,623 | (298,918) |
The cash flow hedge - "Platts" index was fully effective since the contracting of derivative instruments.
To support the designations, the Company prepared formal documentation indicating how the cash flow hedge accounting designation - "Platts" index aligns with CSN's risk management objective and strategy, identifying the protection instruments used, the hedge object, the nature of the risk to be protected, and demonstrating the expectation of high effectiveness of the designated relationships. Iron ore derivative instruments ("Platts" index) were designated in amounts equivalent to the portion of future sales, comparing the designated amounts with the expected and approved amounts in the budgets of the Management and Board.
b) Cash flow hedge accounting
Foreign Exchange Hedge
The Company and its subsidiary CSN Mineração formally designate cash flow hedge relationships to protect highly probable future flows exposed to the dollar related to sales made in dollars.
With the objective of better reflecting the accounting effects of the foreign exchange hedge strategy in the results, CSN and its subsidiary CSN Mineração designated part of their dollar liabilities as a hedge instrument for their future exports. As a result, the exchange rate variation from designated liabilities will be temporarily recorded in shareholders' equity and will be transferred to the income statement when the respective exports occur, thus allowing the recognition of dollar fluctuations on the liability and exports to be recorded at the same time. It is emphasized that the adoption of this hedge accounting does not imply the contracting of any financial instrument.
The table below presents the summary of hedging relationships as of December 31, 2024:
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(In thousands of Reais, unless stated otherwise) | |
12/31/2024 | ||||||||||||||||||
Designation Date | Hedging Instrument | Hedged item | Type of hedged risk | Hedged period | Exchange rate on designation | Designated amounts (US$’000) | Amortizated part (USD'000) | Effect on Result (*) (R$'000) | Impact on Shareholders' equity (R$'000) | |||||||||
07/31/2019 | Bonds and Export prepayments in US$ to third parties | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | January 2020 - April 2026 | 3.7649 | 1,342,761 | (871,761) | (1,143,305) | ||||||||||
10/1/2020 | Bonds | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | March 2020 to November 2025 until December 2050 | 4.0745 | 1,416,000 | (1,404,021) | (1,348,422) | ||||||||||
01/28/2020 | Bonds | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | March 2027 - January 2028 | 4.2064 | 1,000,000 | (1,985,900) | |||||||||||
1/6/2022 | Bonds and Export prepayments in US$ to third parties | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | June 2022 - April 2032 | 4.7289 | 1,145,300 | (237,210) | (121,533) | (1,328,899) | |||||||||
1/12/2022 | Bonds | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | December 2022 - June 2031 | 5.0360 | 490,000 | (37,000) | (523,804) | ||||||||||
1/12/2022 | Advance on foreign exchange contract | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | December 2022 - December 2025 | 5.2565 | 100,000 | (93,580) | |||||||||||
05/16/2024 | Export Prepayments in US$ with third parties, ACC and Bonds | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | September 2024 - March 2035 | 5.1270 | 1,202,000 | (119,761) | (103,407) | (1,153,260) | |||||||||
6/6/2024 | Advance on foreign exchange contract | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | June 2024 - February 2025 | 5.2700 | 30,000 | (27,669) | |||||||||||
06/25/2024 | Advance on foreign exchange contract | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | June 2024 - February 2025 | 5.4405 | 10,000 | (7,518) | |||||||||||
1/12/2022 | Advance on foreign exchange contract | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | December 2022 - January 2024 | 5.2660 | 50,000 | (50,000) | 17,240 | ||||||||||
Total recognized at the parent company | 6,786,061 | (2,719,753) | (207,700) | (7,612,357) | ||||||||||||||
1/6/2022 | Export prepayments in US$ to third parties | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | June 2022 - May 2033 | 4.7289 | 878,640 | (157,810) | (33,700) | (1,054,796) | |||||||||
1/12/2022 | Export prepayments in US$ to third parties | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | December 2022 - June 2027 | 5.0360 | 70,000 | (80,951) | |||||||||||
05/16/2024 | Export prepayments in US$ to third parties | Part of the highly probable future monthly iron ore exports | Foreign exchange - R$ vs. US$ spot rate | August 2025 - March 2035 | 5.1270 | 208,717 | (222,346) | |||||||||||
Total recognized in the consolidated | 7,943,418 | (2,877,563) | (241,400) | (8,970,450) |
(*) | The realization of cash flow hedge accounting is recognized in Other operating revenues and expenses, in note 27. |
The net balance of amounts designated and already amortized in US dollars totals US$ 2,877,563.
In the hedge relationships described above, the values of the debt instruments were fully designated for equivalent portions of iron ore exports.
As of December 31, 2024, the hedge relationships established by the Company were effective, according to the prospective and retrospective tests performed. Thus, no reversal due to ineffectiveness of cash flow hedge accounting was recorded.
c) Net investment hedge in foreign subsidiaries
The information related to the hedge of net investment abroad did not change in relation to that disclosed in the Company's financial statements as of December 31, 2023. The balance recorded on December 31, 2024 and December 31, 2023 in shareholders' equity is R$ 6,292,800.
d) Hedge accounting transactions
The reconciliation of values related to cash flow hedge accounting recorded in shareholders' equity as of December 31, 2024, is demonstrated as follows:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | |||||||
12/31/2023 | Movement | Realization | 12/31/2024 | ||||
Cash flow hedge | (2,509,225) | (6,702,625) | 241,400 | (8,970,450) | |||
Income tax and social contribution on cash flow hedge | 853,137 | 2,278,893 | (82,076) | 3,049,954 | |||
Fair Value of cash flow accounting, net taxes | (1,656,088) | (4,423,732) | 159,324 | (5,920,496) |
Parent Company | |||||||
12/31/2023 | Movement | Realization | 12/31/2024 | ||||
Cash flow hedge | (2,436,542) | (5,383,515) | 207,700 | (7,612,357) | |||
Income tax and social contribution on cash flow hedge | 828,424 | 1,830,396 | (70,618) | 2,588,202 | |||
Fair Value of cash flow accounting, net taxes | (1,608,118) | (3,553,119) | 137,082 | (5,024,155) |
iv) | Credit risks |
The exposure to credit risks of financial institutions observes the parameters established in the financial policy. The Company's practice is the detailed analysis of the equity and financial situation of its customers and suppliers, the establishment of a credit limit and the permanent monitoring of its outstanding balance.
Regarding financial investments, the Company only makes investments in institutions with low credit risk assessed by rating agencies. Since part of the resources is invested in repurchase agreements that are backed by Brazilian government securities, there is also exposure to the credit risk of the Brazilian State.
Regarding credit risk exposure in trade and other receivables, the Company has a credit risk committee where each new customer is individually analyzed for their financial condition before credit limits and payment terms are granted. This is periodically reviewed according to the procedures specific to each business area.
v) | Liquidity risk |
It is the risk that the Company may not have sufficient net funds to honor its financial commitments as a result of the mismatch of term or volume between expected receipts and payments.
Future receipt and payment premises are established to manage cash liquidity in domestic and foreign currencies, which are monitored on a day-to-day basis by the Treasury Department. The payment schedules for long-term installments of borrowings, financing and bonds are shown in note 13.
The following are the contractual maturities of financial liabilities including interest:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | ||||||||||||
At December 31, 2024 | Ref. | Less than one year | From one to two years | From two to five years | Over five years | Total | ||||||
Loans, financing and bonds | 13.b | 8,902,558 | 13,252,184 | 13,466,746 | 21,937,090 | 57,558,578 | ||||||
Lease liabilities | 15 | 206,323 | 258,881 | 124,395 | 250,706 | 840,305 | ||||||
Derivative financial instruments | 14.c | 157,857 | 157,857 | |||||||||
Trade payables | 16 | 7,030,734 | 2,284 | 40,509 | 470 | 7,073,997 | ||||||
Trade payables - Forfaiting | 16.a | 2,902,593 | 2,902,593 | |||||||||
Dividends and interest on capital | 17 | 61,965 | 61,965 | |||||||||
Concessions to be paid | 17 | 1,706 | 3,411 | 3,411 | 70,200 | 78,728 | ||||||
19,105,879 | 13,516,760 | 13,635,061 | 22,416,323 | 68,674,023 |
Fair values of assets and liabilities in relation to book value
Financial assets and liabilities measured at fair value through profit or loss are recorded in current and non-current assets and liabilities, and any gains and losses are recorded as financial income and expense, respectively.
The amounts are recorded in the financial statements at their book value, which are substantially similar to those that would be obtained if they were traded in the market. The fair values of other long-term assets and liabilities do not differ significantly from their carrying amounts, except for the amounts below.
The estimated fair value for certain consolidated long-term loans and financing were calculated at current market rates, considering the nature, term and risks similar to those of the registered contracts, as follows:
12/31/2024 | 12/31/2023 | ||||||
Closing Balance | Fair value | Closing Balance | Fair value | ||||
Fixed Rate Notes (*) | 22,204,604 | 19,584,985 | 15,030,441 | 12,825,475 |
(*) Source: Bloomberg
14.c) | Protective instruments: Derivatives |
Position of the derivative financial instruments portfolio
Currency swap Dollar x Euro
The subsidiary Lusosider Projectos Siderúrgicos S.A. had a derivative operation to protect its exposure to the dollar, which was settled in November 2024.
Foreign exchange swap CDI x Dollar
In October 2023, the Company entered into a new swap agreement with the purpose of mitigating the risk associated with an External Credit Note (NCE) acquired during the same period, whose maturity is scheduled for October 2028, and which has a principal amount of R$ 680,000.
Real x dollar foreign exchange swap
The CSN Cimentos Brasil subsidiary, after raising a foreign currency loan in the amount of US$ 115,000, contracted derivative instruments with the objective of protecting its foreign exchange exposure to the dollar, with maturity on June 10, 2027.
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(In thousands of Reais, unless stated otherwise) | |
On July 2024, CSN Cimentos Brasil, again, after obtaining a foreign currency loan in the amount of US$ 50,000, contracted derivative operations to hedge its exposure to the dollar, maturing in July 2027.
Interest swap CDI x IPCA
CSN Mineração, CSN Cimentos Brasil and CSN issued bonds during the years 2021, 2022 and 2023, respectively, and contracted derivative operations to protect their exposure to IPCA. The CSN Mineração contracts have staggered maturities between 2031 and 2037, the CSN Cimentos contracts mature in 2038, and CSN's between 2030 and 2038.
Below is the position of derivatives:
Consolidated | ||||||||||||||||
12/31/2024 | 12/31/2023 | |||||||||||||||
Appreciation (R$) | Fair value (market) | Financial income (expenses), net (note 28) | ||||||||||||||
Instrument | Maturity | Functional Currency | Notional amount | Asset position | Liability position | Amounts receivable / (payable) | ||||||||||
Exchange rate swap | ||||||||||||||||
Exchange rate swap Dollar x Euro | Settled | Euro | 9,567 | |||||||||||||
Exchange rate swap CDI x Dollar | Settled | Dollar | 31,469 | |||||||||||||
Exchange Dollar x Real swap | 06/10/2027 | Dollar | 115,000 | 719,109 | (624,533) | 94,576 | 129,972 | (96,602) | ||||||||
Exchange rate swap Dollar x Real | 7/7/2027 | Dollar | 50,000 | 551,303 | (492,911) | 58,392 | 58,392 | |||||||||
Exchange rate swap CDI x Dollar | 4/10/2028 | Real | 680,000 | 734,317 | (892,174) | (157,857) | (146,529) | 12,122 | ||||||||
Total Exchange rate Swap | 845,000 | 2,004,729 | (2,009,618) | (4,889) | 41,835 | (43,444) | ||||||||||
Interest rate swap | ||||||||||||||||
Interest rate (bonds) CDI x IPCA | 07/15/2031 | Real | 576,448 | 624,835 | (635,788) | (10,953) | (106,533) | 55,829 | ||||||||
Interest rate (bonds) CDI x IPCA | 07/15/2032 | Real | 745,000 | 806,323 | (848,805) | (42,482) | (118,657) | 5,842 | ||||||||
Interest rate (bonds) CDI x IPCA | 07/15/2036 | Real | 423,552 | 440,113 | (480,919) | (40,806) | (77,496) | 49,964 | ||||||||
Interest rate (bonds) CDI x IPCA | 07/15/2037 | Real | 655,000 | 716,016 | (773,952) | (57,936) | (104,307) | (53,027) | ||||||||
Interest rate (bonds) CDI x IPCA | 02/16/2032 | Real | 600,000 | 661,747 | (663,497) | (1,750) | (98,304) | 22,690 | ||||||||
Interest rate (bonds) CDI x IPCA | 2/12/2032 | Real | 600,000 | 663,534 | (658,028) | 5,506 | (74,648) | 16,462 | ||||||||
Interest rate (bonds) CDI x IPCA | 07/15/2030 | Real | 325,384 | 332,208 | (355,458) | (23,250) | (37,523) | 8,806 | ||||||||
Interest rate (bonds) CDI x IPCA | 07/15/2033 | Real | 183,185 | 187,780 | (204,702) | (16,922) | (27,086) | 7,153 | ||||||||
Interest rate (bonds) CDI x IPCA | 07/14/2038 | Real | 203,620 | 211,479 | (233,285) | (21,806) | (42,472) | (1,025) | ||||||||
Interest rate (bonds) CDI x IPCA | 04/14/2039 | Real | 157,074 | 157,372 | (173,927) | (16,555) | (19,453) | |||||||||
Interest rate (bonds) CDI x IPCA | 04/14/2034 | Real | 643,095 | 638,351 | (689,473) | (51,122) | (62,630) | |||||||||
Interest rate (bonds) CDI x IPCA | 11/14/2039 | Real | 62,585 | 63,488 | (66,374) | (2,886) | (2,885) | |||||||||
Interest rate (bonds) CDI x IPCA | 11/14/2034 | Real | 37,415 | 37,383 | (39,157) | (1,774) | (1,774) | |||||||||
Interest rate (bonds) CDI x IPCA | 11/14/2034 | Real | 200,000 | 200,560 | (209,740) | (9,180) | (9,180) | |||||||||
Interest rate (bonds) CDI x IPCA | 11/14/2034 | Real | 200,000 | 200,311 | (209,300) | (8,989) | (8,989) | |||||||||
Total interest rate (bonds) CDI x IPCA | 5,612,358 | 5,941,500 | (6,242,405) | (300,905) | (791,937) | 112,694 | ||||||||||
7,946,229 | (8,252,023) | (305,794) | (750,102) | 69,250 |
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(In thousands of Reais, unless stated otherwise) | |
Classification of derivatives in the balance sheet and income statement
12/31/2024 | 12/31/2023 | |||||||||||
Instruments | Assets | Liabilities | Financial income (expenses), net (note 28) | |||||||||
Current | Total | Current | Total | |||||||||
Iron ore derivative | 19,446 | |||||||||||
Exchange rate swap Dollar x Euro | 9,567 | |||||||||||
Exchange rate swap CDI x Dollar | 157,857 | 157,857 | (146,528) | 43,591 | ||||||||
Exchange rate swap CDI x IPCA (1) | 300,908 | 300,908 | (791,938) | 112,694 | ||||||||
Exchange Dollar x Real swap | 152,967 | 152,967 | 188,364 | (96,602) | ||||||||
152,967 | 152,967 | 458,765 | 458,765 | (730,656) | 69,250 |
(1) | The SWAP CDI x IPCA derivative instruments are fully classified in the loans and financing group, since they are linked to bonds with the purpose of protecting against IPCA exposure. |
14.d) | Investments in securities measured at fair value through profit or loss |
The Company holds common shares (USIM3), preferred shares (USIM5) of Usiminas Siderúrgica de Minas Gerais S.A. ("Usiminas"); and the shares of Panatlântica S.A. (PATI3), which were designated as fair value through profit or loss, are now recognized through the equity method, as there was an increase in participation, as described in explanatory note 9. Investments.
Usiminas shares are classified as current assets in financial investments and at fair value, based on the market price quotation on B3.
According to the Company's policy, gains and losses resulting from changes in stock prices are recorded directly in the income statement under financial income for shares classified as financial investments and under other operating income and expenses for shares classified as investments.
vi) | Stock Market Price Risks |
Class of shares | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||||||||||||
Quantity | Equity interest (%) | Share price | Closing Balance | Quantity | Equity interest (%) | Share price | Closing Balance | Profit or loss (note 27) | ||||||||||||
USIM3 | 106,620,851 | 15.12% | 5.32 | 567,222 | 106,620,851 | 15.12% | 9.20 | 980,912 | (413,689) | 190,851 | ||||||||||
USIM5 | 55,144,456 | 10.07% | 5.32 | 293,369 | 55,144,456 | 10.07% | 9.29 | 512,292 | (218,923) | 117,458 | ||||||||||
860,591 | 1,493,204 | (632,612) | 308,309 | |||||||||||||||||
PATI3 | 0.00% | 2,705,726 | 11.31% | 29.10 | 78,737 | - | (15,963) | |||||||||||||
860,591 | 1,571,941 | (632,612) | 292,346 |
The Company is exposed to the risk of changes in share prices due to investments measured at fair value through profit or loss that have their quotations based on market price on B3.
Sensitivity analysis for stock price risks
We present below the sensitivity analysis for the risks related to the stock price variation. The Company evaluated two distinct scenarios for the impact of price fluctuations: Scenario 1 (extreme pessimistic) considers a horizon of deterioration in price volatility, and Scenario 2 (extreme optimistic) forecasts a horizon of price appreciation. The calculation was based on the closing price of the shares on December 31, 2024, using assumptions based on both the dispersion of historical variations in prices and projections prepared by management.
The effects on the profit or loss, considering the probable scenarios, 1 and 2 are shown below:
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(In thousands of Reais, unless stated otherwise) | |
12/31/2024 | ||||||||||
Class of shares | Quantity | Share price in 12/31/2024 | Closing Balance | Extreme Pessimistic Scenario | Extreme Optimistic Scenario | |||||
USIM3 | 106,620,851 | 5.32 | 567,222 | 219,454 | (35,258) | |||||
USIM5 | 55,144,456 | 5.32 | 293,369 | 108,868 | (20,930) | |||||
860,591 | 328,322 | (56,188) |
14.e) | Capital Management |
The Company seeks to optimize its capital structure with the purpose of reducing its financial costs and maximizing return to its shareholders. The following chart demonstrates the evolution of the Company's consolidated capital structure, with financing through equity and third-party capital:
Thousands of reais | 12/31/2024 | 12/31/2023 | ||
Shareholder's equity (equity) | 15,459,116 | 19,684,838 | ||
Borrowings and Financing (Third-party capital) | 56,914,621 | 44,859,075 | ||
Gross Debit/Shareholder's equity | 3.68 | 2.28 |
Accounting Policy
The Company's financial instruments are classified based on the definition of the Company's business model and, in the case of financial assets, cash flow characteristics.
On initial recognition, financial assets can be classified into three categories: assets measured at amortization cost, fair value through profit or loss and fair value through other comprehensive income.
Financial assets are written off when the rights to receive cash flows have expired or have been transferred; in the latter case, provided that the Company has significantly transferred all risks and benefits of ownership.
If the company substantially holds all the risks and benefits of the financial asset's ownership, it must continue to recognize the financial asset.
Financial liabilities are classified as amortized cost or fair value through profit or loss. Management determines the classification of its financial liabilities at initial recognition.
Financial liabilities are written off only when they are extinguished, that is, when the obligation specified in the contract is settled, cancelled, or expires. The Company also extinguishes a financial liability when the terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
Financial assets and liabilities are offset, and the net amount is reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle them on a net basis or when the realization of the asset and settlement of the liability occur simultaneously.
Derivative instruments and hedging activities
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently measured at fair value with variations recorded against profit or loss under Financial Income in the income statement.
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(In thousands of Reais, unless stated otherwise) | |
Hedge accounting: The Company adopts hedge accounting and designates certain financial liabilities as a hedge instrument for exchange rate risk and price risk (Platts index) associated with cash flows from forecast and highly probable exports (cash flow hedge).
At the beginning of the operation, the Company documents the relationships between the hedging instruments and the hedged items (expected exports), as well as the objectives of risk management and the strategy for carrying out various hedging operations.
Furthermore, it documents its assessment, both at the beginning of the hedge and on an ongoing basis, that hedging operations are highly effective in offsetting variations in the cash flows of hedged items.
The effective portion of changes in the fair value of financial liabilities designated and qualified as cash flow hedges is recognized in equity, under the heading "Hedge Accounting". Gains or losses related to the non-effective portion are recognized in other operating expenses/revenues, when applicable.
The gains and losses from Cash Flow Hedge Accounting of debt financial instruments and iron ore derivative financial instruments will not immediately affect the Company's income, but only as exports are realized.
The accumulated amounts in equity are realized in the operating result in the periods when the projected exports affect the result.
When a hedging instrument expires or is settled early, or the hedging relationship no longer meets the criteria for Hedge Accounting, or when Management decides to discontinue Hedge Accounting, any accumulated gain or loss existing in equity at that time remains recorded in shareholders' equity and, from that point forward, exchange variations are recorded in financial income. When the forecasted transaction is carried out, the gain or loss is reclassified to operating income. When a forecasted operation is no longer expected to occur, the cumulative gain or loss that had been presented in equity is immediately transferred to the income statement under the heading "Other Operations".
Investment Hedge: The Company designates for net investment hedge a portion of its financial liabilities as a hedging instrument of its investments abroad with functional currency different from the Group's currency in accordance with IAS 39 and IFRS 9. This relationship occurs because financial liabilities are related to investments in the amounts necessary for the effective relationship.
The Company documents, at the inception of the transaction, the relationships between hedging instruments and hedged items, as well as the risk management objectives and strategy for undertaking hedging transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, that the hedging transactions are highly effective in offsetting changes in the hedged items.
The effective portion of changes in the fair value of financial liabilities that are designated and qualify as net investment hedges is recognized in equity under Hedge Accounting. The gains or losses related to the ineffective portion are recognized in Other Operations, when applicable. If at any time during the hedge relationship the debt balance is greater than the investment balance, the exchange variation on the excess debt is reclassified to the income statement as other operating income/expenses (hedge ineffectiveness).
The amounts accumulated in the equity will be realized in the income statement by the disposal or partial disposal of the foreign operation.
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(In thousands of Reais, unless stated otherwise) | |
15. | LEASE LIABILITIES |
The lease liabilities are presented below:
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Leases | 2,122,768 | 2,044,694 | 46,760 | 7,284 | |||
Adjusted present value - Leases | (1,282,463) | (1,310,933) | (8,307) | (285) | |||
840,305 | 733,761 | 38,453 | 6,999 | ||||
Classified: | |||||||
Current | 206,323 | 137,638 | 10,229 | 6,523 | |||
Non-current | 633,982 | 596,123 | 28,224 | 476 | |||
840,305 | 733,761 | 38,453 | 6,999 |
The Company has port terminal lease contracts in Itaguaí: the Solid Bulk Terminal (TECAR), used for loading and unloading iron ore and other materials, and the Container Terminal (TECON), with remaining terms of 23 and 27 years, respectively. It also has a lease contract for railway operations using the Northeast network with a remaining term of 3 years, and a land lease contract in Taubaté, São Paulo, for the expansion of operations in the Steel segment with a remaining term of 18 years.
Additionally, the Company has leasing contracts for operational equipment, mainly used in mining, cement, and steel operations, and properties used as operational facilities and administrative and sales offices in various locations where the Company operates, with remaining terms of 1 to 19 years.
The present value of future obligations was measured using the implicit rate observed in the contracts, and for contracts that did not have a rate, the Company applied the incremental rate of loans, both in nominal terms.
The average rates used in measuring new lease liabilities in the consolidated and parent company are demonstrated in the table below:
12/31/2024 | ||
Contract term (in years) | Incremental Rate (p.a.) | |
1 | 15.43% | |
2 | 18.02% | |
3 | 16.76% | |
5 | 14.76% |
The reconciliation of lease liabilities is shown in the table below:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Opening balance | 733,761 | 693,846 | 6,999 | 13,180 | |||
New leases | 14,117 | 73,215 | |||||
Contract review | 285,533 | 124,310 | 41,973 | 3,992 | |||
Write-off | (915) | ||||||
Payments | (308,201) | (239,909) | (12,650) | (11,274) | |||
Interest appropriated | 99,998 | 82,521 | 2,131 | 1,101 | |||
Exchange variation | 16,012 | (222) | |||||
Net balance | 840,305 | 733,761 | 38,453 | 6,999 |
The estimated future minimum payments for the lease agreements include determinable variable payments, which are certain to occur, based on minimum performance and contractually fixed rates.
As of December 31, 2024, the expected minimum payments are the following:
Consolidated | |||||||
Less than one year | Between one and five years | Over five years | Total | ||||
Leases | 217,490 | 528,082 | 1,377,196 | 2,122,768 | |||
Present value adjustment - Leases | (11,167) | (144,806) | (1,126,490) | (1,282,463) | |||
206,323 | 383,276 | 250,706 | 840,305 |
· | Recoverable PIS/COFINS |
Lease liabilities were measured by the value of the considerations with suppliers, that is, without considering tax credits that apply after payment. The potential right to PIS and COFINS embedded in the lease liability is shown below:
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Leases | 2,040,811 | 1,755,060 | 46,202 | 7,039 | |||
Adjusted present value - Leases | (1,279,742) | (1,195,780) | (8,225) | (274) | |||
Potencial PIS and COFINS credit | 188,775 | 162,343 | 4,274 | 651 | |||
Adjusted present value – Potential PIS and COFINS credit | (118,376) | (110,610) | (761) | (25) |
Lease payments not recognized as liabilities:
The Company chose not to recognize lease liabilities in contracts with a term of less than 12 months and for low value assets. Payments made for these contracts are recognized as expenses when incurred.
The Company has contracts for the right to use ports (TECAR) and railways (FTL) which, even if they establish minimum performance, it is not possible to determine its cash flow since these payments are fully variable and will only be known when they occur. In such cases, payments will be recognized as expenses when incurred.
The expenses related to payments not included in the measurement of the lease liability during the year are:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Contract less than 12 months | 880 | 3,746 | |||||
Lower Assets value | 11,455 | 14,986 | 8,133 | 8,498 | |||
Variable lease payments | 355,359 | 411,996 | |||||
367,694 | 430,728 | 8,133 | 8,498 |
Accounting Policy
When entering into an agreement, the Company assesses whether the agreement is, or contains, a lease. The lease is characterized by a rental or transmission of right of use for a determined time in exchange for monthly payments. The leased asset must be clearly specified.
The Company determines in the initial recognition, the lease term or non-cancellable term, which will be used in the measurement of the right of use and the lease liability. The lease term will be reassessed by the Company when a significant event or significant change in circumstances occurs that are in the control of the lessee and affects the non-cancellable term. The Company adopts an exemption from recognition, as provided for in the standard, for the lessee of contracts with terms of less than 12 (twelve) months, or whose underlying asset object of the contract is of low value.
On the commencement date, the Company recognizes the right-of-use asset and the lease liability at present value. The right-of-use asset must be measured at cost. The cost includes the lease liability, initial costs, prepayments, estimated costs to dismantle, remove, or restore. The lease liability is measured at the start date by the Company at the present value of lease payments made on that date. Payments are discounted at the interest rate implicit in the lease, or if the rate cannot be determined, an incremental rate will be used on the Company's loan.
For contracts that the Company determines the business rate, it is understood that this rate is the rate implied in nominal terms and to which it is applied in discounting the flow of future payments. For contracts without a fixed interest rate, the Company applied the incremental borrowing rate obtained through consultations with the banks with which it has a relationship, adjusted for the forecast inflation for the next few years.
For the subsequent measurement, the cost method for the right-of-use asset is used and the requirements of CPC 27 – Property, plant and equipment are applied in depreciation. However, for the purpose of depreciation, the Company determines the use of the straight-line method based on the remaining useful life of the assets or for the term of the contract, whichever is shorter.
The effects of PIS and COFINS to be recovered generated after the effective payment of the obligations will be recorded as a reduction of the depreciation expenses of the right of use and the financial expenses recognized monthly.
CPC 01 (R1) – Impairment of Assets will also be applied in order to determine whether the right-of-use asset has impairment problems and to account for any identified impairment loss.
In accordance with the guidelines of CPC 06(R2) / IFRS 16, the Company uses the discounted cash flow technique in the measurement and remeasurement of lease and right-of-use liabilities, without considering the inflation projected in the flows to be discounted.
Considering Circular Letter/CVM/SNC/SEP No. 02/2019, the Company discloses below the comparative balances of lease liability, right of use, financial expense, and depreciation expenses using real-term rates to discount present value of cash flows also in real terms.
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(In thousands of Reais, unless stated otherwise) | |
16. | TRADE PAYABLES |
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Trade payables | 7,172,161 | 7,867,431 | 3,646,232 | 4,050,426 | |||
(-) Adjusted present value | (98,164) | (96,851) | (49,572) | (62,311) | |||
7,073,997 | 7,770,580 | 3,596,660 | 3,988,115 | ||||
Classified: | |||||||
Current | 7,030,734 | 7,739,520 | 3,596,080 | 3,976,931 | |||
Non-current | 43,263 | 31,060 | 580 | 11,184 | |||
7,073,997 | 7,770,580 | 3,596,660 | 3,988,115 |
16.a) Trade payables – Forfaiting
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
In Brazil | 2,159,399 | 2,843,455 | 1,525,579 | 2,843,455 | |||
Abroad | 743,194 | 1,365,979 | 688,903 | 1,136,548 | |||
2,902,593 | 4,209,434 | 2,214,482 | 3,980,003 |
The Company discloses and classifies in a specific group its and forfaiting operations with suppliers where the nature of the securities continue to be part of the Company's operating cycle. These transactions are negotiated with financial institutions to enable the Company's suppliers to anticipate receivables arising from sales of goods and, consequently, to extend the payment terms of the Company's own obligations. As of December 31, 2024, it maintained in the Consolidated a balance of R$ 2,902,593 and as of December 31, 2023 a balance of R$ 4,209,434, and in the Parent Company R$ 2,214,482 and R$ 3,980,003, respectively. The term of these operations ranges from 180 days to 360 days.
The table below provides a comparison of invoice payment terms with and without reverse forfaiting operations, dealing only with merchandise acquisitions, for the base date of December 31, 2024:
Trade payables | Forfaiting | No Forfaiting | |
Due between 1 and 180 days | 1,973,029 | 6,525,690 | |
Due between 181 to 360 days | 929,564 | 505,044 | |
Over 360 days | 43,263 | ||
Total | 2,902,593 | 7,073,997 |
Impact of variations without effect on cash as of December 31, 2024:
Exchange variation | 64,957 |
Interest Appropriation | 12,530 |
Total | 77,487 |
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(In thousands of Reais, unless stated otherwise) | |
Accounting Policy
Trade payables
They are initially recognized at fair value, and subsequently measured at amortized cost, using the effective interest rate method, and brought to present value when applicable on the date of the transactions, based on the Company's estimated cost of capital rate.
Forfaiting
The Company classifies financial liabilities arising from financing agreements with suppliers under a specific line item in the balance sheet. This is the case when the financing agreement with suppliers is part of the working capital used in the Company's normal operating cycle and the terms of the liabilities that are part of the supply chain financing agreement are not substantially different from the terms of trade accounts payable that are not part of the agreement.
Cash flows related to liabilities arising from financing agreements with suppliers are presented in operating activities in the statement of cash flows. The financial costs of the operation, when applicable, are shown in note 28.
17. | OTHER PAYABLES (CURRENT AND NON-CURRENT) |
The other payables classified in current and non-current liabilities are comprised as follows:
Consolidated | Parent Company | |||||||||||||||||
Ref. | Current | Non-current | Current | Non-current | ||||||||||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||||||||
Related party liabilities | 45,816 | 29,651 | 20,850 | 38,058 | 629,654 | 336,486 | 402,406 | 4,176 | ||||||||||
Derivative financial instruments | 936,027 | 157,857 | 60,468 | 157,857 | ||||||||||||||
Dividends and interest on capital | 14 | 61,965 | 80,624 | 6,242 | 5,230 | |||||||||||||
Advances from customers (1) | 3,648,639 | 2,063,509 | 10,120,950 | 5,144,623 | 382,350 | 277,764 | 1,099,568 | 709,495 | ||||||||||
Taxes in installments | 19 | 56,226 | 75,735 | 103,955 | 154,089 | 16,504 | 15,908 | 53,320 | 56,325 | |||||||||
Profit sharing - employees | 235,789 | 260,109 | 123,325 | 133,996 | ||||||||||||||
Taxes payable | 9,767 | 30,902 | 9,767 | 9,320 | ||||||||||||||
Provision for consumption and services | 202,006 | 177,152 | 18,129 | 55,478 | ||||||||||||||
Third party materials in our possession | 374,052 | 285,250 | 373,986 | 284,444 | ||||||||||||||
Trade payables | 16 | 43,263 | 31,060 | 580 | 11,184 | |||||||||||||
Lease liabilities | 15 | 206,323 | 137,638 | 633,982 | 596,123 | 10,229 | 6,523 | 28,224 | 476 | |||||||||
Concessions to be paid | 78,728 | 74,177 | ||||||||||||||||
Other payables | 118,593 | 39,231 | 675,441 | 308,992 | 3,151 | 6,904 | 337,544 | 57,841 | ||||||||||
4,949,409 | 4,084,926 | 11,844,793 | 6,438,492 | 1,563,570 | 1,122,733 | 2,089,266 | 848,817 |
(1) Customer Advances:
Iron Ore: refers to iron ore supply contracts signed by the Company with important international players. The subsidiary CSN Mineração S.A. received in advance the total amount of US$ 500,000 relating to supply contracts for approximately 13 million tons of iron ore signed with a major international player, to be executed within a period of 4 years, with supply expected to start in 2024. On June 30, 2023, the subsidiary CSN Mineração entered an amendment to the advance contract, signed on January 16, 2023, in the amount of US$ 300,000 for additional supply of 6.3 million tons of iron ore. From this addendum, the Company received on June 30, 2023 the amount of US$ 205,000, the remaining balance of US$ 95,000 was received on July 31, 2023. On June 28, 2024, the indirect subsidiary CSN Mining International GmbH entered an iron ore supply advance agreement in the amount of US$ 255,000, for the supply of 6.5 million tons expected to be realized over the next 4 years. On September 25, 2024, another iron ore advance contract was signed by CSN Mining International GmbH in the amount of US$ 450,000 for the supply of an additional 9.7 million tons of iron ore; and on September 27, 2024, another advance iron ore supply contract was signed in the amount of US$ 300,000 for the supply of 7.2 million tons. Both contracts signed in September 2024 provide for the start of implementation in January 2025, with a deadline for completion until December 2028. On December 17, 2024, the indirect subsidiary, CSN Mining International GmbH signed two prepayment contracts that, together, total an amount of US$ 355,000. The achievements of the new contracts are expected to start in January 2025 and will extend until 2029. During this period, the company undertakes to supply iron ore according to the terms agreed in the contracts, guaranteeing the delivery of 8.1 Mt over the next five years..
Electricity: On December 31, 2022, the subsidiaries CSN Mineração and CSN Cimentos signed advance electricity trading contracts with national sector operators to be executed for up to 8 years. On June 25, 2024, June 27, 2024, and November 29, 2024, the Company signed electric energy commercialization advance contracts with national sector operators, in the amounts of R$ 156,643, R$ 95,040, and R$ 601,000, respectively, to be executed within 4 years.
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(In thousands of Reais, unless stated otherwise) | |
18. | INCOME TAX AND SOCIAL CONTRIBUTION |
18.a) | Income tax and social contribution recognized in profit or loss: |
Income tax and social contribution recognized in profit or loss for the year are as follows:
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Income tax and social contribution income (expense) | |||||||
Current | (1,300,719) | (1,036,262) | 27,900 | 284,885 | |||
Deferred | 1,305,927 | 403,544 | 942,394 | 517,768 | |||
5,208 | (632,718) | 970,294 | 802,653 |
The reconciliation of the Company's income tax and social contribution expenses and income and the of the effective tax rate on income before IRPJ and CSLL are shown below:
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Profit/(Loss) before income tax and social contribution | (1,543,349) | 1,035,367 | (3,562,145) | (1,120,859) | |||
Tax rate | 34% | 34% | 34% | 34% | |||
Income tax and social contribution at combined statutory rate | 524,739 | (352,025) | 1,211,130 | 381,092 | |||
Adjustment to reflect the effective rate: | |||||||
Equity in results of affiliated companies | 188,205 | 178,978 | 27,785 | 748,647 | |||
Difference Tax Rate in companies abroad | (814,713) | (181,409) | |||||
Transfer Price Adjustment and Profits Abroad | (67,580) | (91,883) | (67,441) | (81,619) | |||
Income taxes and social contribution on foreign profit | 10,200 | 131,836 | 10,200 | 101,252 | |||
Tax incentives | 102,087 | 71,756 | |||||
Interest on equity | 79,282 | 47,315 | (150,765) | (196,646) | |||
Recognition/(reversal) of tax credits | (62,088) | (337,239) | (190,456) | ||||
Other permanent deductios (add-backs) | 45,076 | (100,047) | (60,615) | 40,383 | |||
Income tax and social contribution in net income for the year | 5,208 | (632,718) | 970,294 | 802,653 | |||
Effective tax rate | 0% | 61% | 27% | 72% |
18.b) | Deferred income tax and social contribution: |
Deferred income tax and social contribution balances are as follows:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | Parent Company | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Deferred | ||||||||
Income tax losses | 3,896,856 | 4,198,734 | 2,286,697 | 2,170,442 | ||||
Social contribution tax losses | 1,336,041 | 1,441,925 | 848,003 | 803,655 | ||||
Temporary differences | 1,571,100 | (911,027) | 1,615,633 | 239,313 | ||||
Tax, social security, labor, civil and environmental provisions | 559,621 | 550,567 | 173,463 | 180,963 | ||||
Estimated losses on assets | 267,768 | 238,211 | 164,297 | 165,218 | ||||
Gains/(Losses) on financial assets | 565,250 | 328,678 | 634,428 | 349,121 | ||||
Actuarial Liabilities (Pension and Health Plan) | 165,418 | 171,816 | 154,415 | 163,580 | ||||
Provision for consumption and services | 4,933 | 22,346 | 4,215 | 20,579 | ||||
Cash Flow Hedge and Unrealized Exchange Variations | 2,014,231 | 509,386 | 1,419,712 | 260,216 | ||||
(Gain) on loss of control of Transnordestina | (224,096) | (224,096) | (224,096) | (224,096) | ||||
Fair Value SWT/CBL Acquisition | (149,489) | (149,489) | ||||||
Business combination | (1,425,853) | (1,473,119) | (721,992) | (721,992) | ||||
Others | (206,683) | (885,327) | 11,191 | 45,724 | ||||
Total | 6,803,997 | 4,729,632 | 4,750,333 | 3,213,410 | ||||
Total Deferred Assets | 7,345,326 | 5,033,634 | 4,750,333 | 3,213,410 | ||||
Total Deferred Liabilities | (541,329) | (304,002) | - | |||||
Total Deferred | 6,803,997 | 4,729,632 | 4,750,333 | 3,213,410 |
The Company's corporate structure includes foreign subsidiaries, the income of which is taxed in the countries in which they are incorporated at rates lower than those applicable in Brazil. In the period between 2020 and 2024, these subsidiaries did not generate profits subject to additional taxation in Brazil by income tax and social contribution. The Company, based on the position of its legal advisors, assessed only as possible the probability of loss in case of possible tax challenge and, therefore, no provision was recognized in the Financial Statement.
Furthermore, Management evaluated the precepts of IFRIC 23 - "Uncertainty Over Income Tax Treatments" and recognized in 2021 the credit for the unconstitutionality of IRPJ and CSLL incidence on SELIC interest of mora values received due to tax undue repetition.
A sensitivity analysis of tax credit consumption was conducted considering a variation of macroeconomic assumptions, operational performance, and liquidity events. Thus, considering the results of the study, which indicates that it is probable the existence of taxable income to use the balance of deferred income tax and social contribution.
Consolidated | Parent Company | |||
2025 | (144,120) | (311,709) | ||
2026 | 63,360 | (183,887) | ||
2027 | 164,416 | 51,748 | ||
2028 | 1,069,749 | 974,643 | ||
2029 and beyond | 6,191,921 | 4,219,538 | ||
Deferred asset | 7,345,326 | 4,750,333 | ||
Deferred liabilities - Parent Company | ||||
Net deferred asset | 7,345,326 | 4,750,333 | ||
Deferred liabilities - subsidiaries | (541,329) | |||
Net deferred asset | 6,803,997 | 4,750,333 |
18.c) | Changes in deferred income tax and social contribution |
The following shows the changes of deferred taxes:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | Parent Company | |||
Balance at January 1, 2023 | 4,878,768 | 3,256,712 | ||
Recognized in profit and loss | 403,544 | 517,768 | ||
Recognized in equity | (559,050) | (560,624) | ||
Use of tax credit in installment program | (445) | (446) | ||
Reverse incorporation | 6,815 | |||
Balance at December 31, 2023 | 4,729,632 | 3,213,410 | ||
Recognized in profit and loss | 1,305,927 | 942,394 | ||
Recognized in equity | 769,162 | 594,529 | ||
Use of tax credit in installment program | (724) | |||
Balance at December 31, 2024 | 6,803,997 | 4,750,333 |
18.d) | Income tax and social contribution recognized in equity |
Income tax and social contribution recognized directly in equity are shown below:
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Income tax and social contribution | |||||||
Actuarial gains on defined benefit pension plan | 76,876 | 83,436 | 70,673 | 77,840 | |||
Exchange differences on translating foreign operations | (325,350) | (325,350) | (325,350) | (325,350) | |||
Cash flow hedge | 2,906,859 | 1,030,432 | 2,588,202 | 828,425 | |||
Gain on sale of shares | (1,158,102) | (1,158,102) | |||||
1,500,283 | 788,518 | 1,175,423 | 580,915 |
Accounting Policy
Current income tax and social contribution are calculated based on the tax laws enacted, on the balance sheet date, including in the countries in which the Group's entities operate and generate taxable profit. Management periodically evaluates tax positions related to income tax calculations, considering situations where applicable tax regulations are subject to interpretation, and establishes provisions, when appropriate, based on estimated payment values to tax authorities. Expenses with income tax and social contribution comprise current and deferred income taxes and are recognized in profit or loss, unless they are related to the business combination, or items directly recognized in shareholders' equity.
Current tax expense is the expected tax payable on taxable income for the year, using enacted or substantively enacted tax rates at the balance sheet date, and any adjustments to tax payable in respect of prior years. Current income tax and social contribution are presented net, by a company that is part of the Company, in liabilities when there are amounts payable, or in assets when the amounts paid in advance exceed the total due on the reporting date.
Deferred tax is recognized in relation to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not recognized for temporary differences arising from the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting profit nor taxable profit or loss, differences related to investments in subsidiaries and controlled entities when they are unlikely to reverse in the foreseeable future, and from the initial recognition of goodwill, in accordance with IAS 12/CPC 32 - Income Taxes. The value of deferred tax determined is based on the expectation of realization or settlement of the temporary difference and uses the nominal rate approved or substantially approved.
Deferred tax assets and liabilities are presented at net value in the balance sheet when there is a legal right and the intention to offset it when calculating current taxes, usually related to the same legal entity and the same tax authority.
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(In thousands of Reais, unless stated otherwise) | |
Income tax and social contribution deferred tax assets are recognized on recoverable balances of tax loss and negative CSLL base, tax credits and deductible temporary differences. Such assets are reviewed at each year-end closing date and will be reduced to the extent that their realization is no longer probable based on future taxable profits.
19. | TAXES IN INSTALLMENTS |
The position of REFIS debts and other installment plans, recorded in installment taxes in current and non-current liabilities, as shown in note 17, are demonstrated as follows:
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Federal REFIS Law 11.941/09 | 9,942 | 9,942 | 9,173 | 9,173 | |||
Federal REFIS Law 12.865/13 | 28,663 | 34,775 | |||||
Other taxes in installments | 121,576 | 185,107 | 60,651 | 63,060 | |||
160,181 | 229,824 | 69,824 | 72,233 | ||||
Classified: | |||||||
Current | 56,226 | 75,735 | 16,504 | 15,908 | |||
Non-current | 103,955 | 154,089 | 53,320 | 56,325 | |||
160,181 | 229,824 | 69,824 | 72,233 |
Refers to the balance arising from the adhesion to the REFIS related to the refinancing programs of Law 11,941/09, Law 12,865/13 and the installment that allows the taxpayer to pay the debts registered in overdue debt of the Federal Government with benefits, reduced down payment and extended payment term. The installments are paid in monthly installments, with interest at the SELIC rate.
20. | PROVISIONS FOR TAX, SOCIAL SECURITY, LABOR, CIVIL AND ENVIRONMENTAL RISKS AND JUDICIAL DEPOSITS |
Claims of different nature are being challenged at the appropriate courts. Details of the accrued amounts and related judicial deposits are as follows:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | Parent Company | |||||||||||||||
Accrued liabilities | Judicial deposits | Accrued liabilities | Judicial deposits | |||||||||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||||||
Tax | 130,755 | 154,626 | 176,086 | 153,715 | 50,990 | 21,378 | 70,944 | 61,231 | ||||||||
Social security | 1,546 | 1,609 | 4 | 1,546 | 1,609 | |||||||||||
Labor | 387,612 | 366,645 | 294,233 | 288,389 | 144,407 | 153,048 | 114,994 | 133,676 | ||||||||
Civil | 815,180 | 778,796 | 134,609 | 24,880 | 130,308 | 139,517 | 15,991 | 14,784 | ||||||||
Environmental | 42,609 | 41,194 | 3,723 | 3,340 | 10,446 | 11,856 | 283 | 1,142 | ||||||||
Deposit of a guarantee | 24,299 | 21,554 | ||||||||||||||
1,377,702 | 1,342,870 | 632,950 | 491,882 | 337,697 | 327,408 | 202,212 | 210,833 | |||||||||
Classified: | ||||||||||||||||
Current | 132,112 | 36,000 | 61,008 | 15,228 | ||||||||||||
Non-current | 1,245,590 | 1,306,870 | 632,950 | 491,882 | 276,689 | 312,180 | 202,212 | 210,833 | ||||||||
1,377,702 | 1,342,870 | 632,950 | 491,882 | 337,697 | 327,408 | 202,212 | 210,833 |
The changes in tax, social security, labor, civil and environmental provisions in the year ended December 31, 2024, can be summarized as follows:
Consolidated | ||||||||||
Current + Non-current | ||||||||||
Nature | 12/31/2023 | Additions | Accrued charges | Net utilization of reversal | 12/31/2024 | |||||
Tax | 154,626 | 44,450 | 3,752 | (72,073) | 130,755 | |||||
Social security | 1,609 | 61 | (124) | 1,546 | ||||||
Labor | 366,645 | 81,766 | 36,799 | (97,598) | 387,612 | |||||
Civil | 778,796 | 55,041 | 58,616 | (77,273) | 815,180 | |||||
Environmental | 41,194 | 816 | 2,764 | (2,165) | 42,609 | |||||
1,342,870 | 182,073 | 101,992 | (249,233) | 1,377,702 |
Parent Company | ||||||||||
Current + Non-current | ||||||||||
Nature | 12/31/2023 | Additions | Accrued charges | Net utilization of reversal | 12/31/2024 | |||||
Tax | 21,378 | 36,471 | 651 | (7,510) | 50,990 | |||||
Social security | 1,609 | 61 | (124) | 1,546 | ||||||
Labor | 153,048 | 19,125 | 18,366 | (46,132) | 144,407 | |||||
Civil | 139,517 | 2,193 | 9,595 | (20,997) | 130,308 | |||||
Environmental | 11,856 | 117 | 37 | (1,564) | 10,446 | |||||
327,408 | 57,906 | 28,710 | (76,327) | 337,697 |
Provisions for taxes, social security, labor, civil and environmental matters have been estimated by management and substantially substantiated by legal counsel, and only those causes that are considered probable of loss are recorded. These provisions also include tax liabilities arising from actions taken at the Company's initiative, plus SELIC (Special System for Settlement and Custody) interest.
Tax Proceedings
The main legal proceedings considered by external legal consultants as having a probable loss probability, in which CSN or its subsidiaries are parties, of a tax nature are: (i) some ISS tax infraction notices; (ii) divergences between calculated and collected ICMS; (iii) Compensation requests not approved due to lack of credit rights.
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(In thousands of Reais, unless stated otherwise) | |
Labor lawsuits
The Group appears as a defendant in labor claims. Most of the claims in these lawsuits relate to subsidiary and/or joint liability, equal pay, hazard and danger pay allowances, overtime, health plans, compensation claims for alleged occupational diseases or work accidents, intra-day break periods, and differences in profit sharing for the years 1997 to 1999 and 2000 to 2003.
During the year ended December 31, 2024, there were additions and write-offs of labor proceedings due to definitive closures, in addition to the Company's ongoing review of accounting estimates related to provisions and contingencies. These reviews consider the different types of claims involved, as established in the Company's accounting policies.
Civil lawsuits
Among the civil lawsuits in which he appears as a defendant, there are mainly lawsuits with a claim for compensation. Such processes, in general, are resulting from work accidents, occupational diseases, contractual discussions related to the Group's industrial activities, real estate actions, health plans.
Environmental processes
The main environmental proceedings considered by external legal consultants as having probable loss probability, in which CSN or its subsidiaries are parties, are (i) administrative violation notices for alleged environmental infractions; (ii) annulment lawsuits and tax foreclosures resulting from environmental fines; and (iii) procedural fines for alleged non-compliance with court orders.
Among the environmental administrative/judicial proceedings in which the Company is a defendant are administrative procedures aimed at verifying possible environmental irregularities and regularizing environmental licenses. In the judicial sphere, there are actions to enforce fines imposed due to such alleged irregularities and public civil actions seeking regularization combined with compensation, which consist of environmental restoration in most cases. Such processes are generally derived from discussions of supposed environmental impacts related to the Company's industrial activities.
Possible Administrative and Judicial Proceedings
The Company does not make provisions for legal proceedings whose expectation of the Management, based on the opinion of legal advisors, is of possible loss. The following table shows a summary of the balance of the main matters classified as possible risk compared to the balance as of December 31, 2024 with December 31, 2023.
The Company has other legal proceedings classified by legal advisors as possible losses, therefore representing present obligations for which an outflow of resources is not probable. As of December 31, 2024, these totaled R$ 48,454,570 (R$ 53,651,946 as of December 31, 2023), comprising R$ 2,580,452 in labor proceedings (R$ 2,091,666 as of December 31, 2023), R$ 2,964,501 in civil proceedings (R$ 2,985,830 as of December 31, 2023), R$ 41,326,595 in tax proceedings (R$ 47,462,492 as of December 31, 2023), and R$ 1,583,021 in environmental proceedings (R$ 1,111,968 as of December 31, 2023).
Consolidated | ||||
12/31/2024 | 12/31/2023 | |||
Notice of Violation and Imposition of Fine (AIIM) / Tax Foreclosure - RFB - IRPJ/CSLL - Capital Gain for alleged sale of equity interest in subsidiary NAMISA (1) | 10,246,424 | 15,606,600 | ||
Notice of Violation and Imposition of Fine (AIIM) / Tax Foreclosure - RFB - IRPJ/CSLL - Disallowance of goodwill deductions generated in the reverse incorporation of Big Jump by Namisa (1) | 4,346,118 | 5,443,666 | ||
Notice of Violation and Imposition of Fine (AIIM) / Tax Enforcement - RFB - IRPJ/CSLL - Disallowance of prepayment interest arising from iron ore supply and port services contracts | 2,284,914 | 2,124,479 |
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(In thousands of Reais, unless stated otherwise) | |
Notice of Violation and Imposition of Fine (AIIM) / Writ of Mandamus - RFB - IRPJ/CSLL - Profits earned abroad in 2008, 2010, 2011, 2012, 2014, 2015, 2016, 2017 and 2018 | 6,239,017 | 5,828,921 | ||
Unapproved compensation - RFB - IRPJ/CSLL, PIS/COFINS and IPI | 2,169,108 | 2,052,564 | ||
ICMS - SEFAZ/RJ - Assessment Notice - questions about sales for incentive area | 1,460,763 | 1,016,381 | ||
Notice of Violation and Imposition of Fine (AIIM) - RFB - Disallowance of PIS/COFINS Credits for inputs and freight | 1,499,578 | 1,388,918 | ||
CFEM – difference of understanding between CSN and ANM on the calculation basis | 1,570,733 | 1,452,933 | ||
Notice of Infraction and Imposition of Fine (AIIM) - RFB - Collection IRRF - Business Combinations CMIN 2015 | 205,621 | 1,106,401 | ||
ICMS - SEFAZ/RJ - ICMS Credits for acquisition of Electric Energy Industrialization (2) | 39,939 | 1,065,918 | ||
Notice of Violation and Imposition of Fine (AIIM) - IRPJ/CSLL - Disallowance of deductions of goodwill generated in the acquisition of Cimentos Mauá | 422,499 | 810,907 | ||
ICMS - SEFAZ/RJ - Disallowance of the ICMS credits - Transfer of iron ore | 779,093 | 731,416 | ||
ICMS - SEFAZ/RJ - Disallowance of credits on purchases of intermediate products | 488,238 | 445,682 | ||
Disallowance of tax loss and negative calculation base resulting from adjustments in SAPLI - RFB | 798,226 | 741,056 | ||
Infraction and Fine Imposition Notices (AIIM) - RFB - IRPJ/CSLL - Transfer Pricing | 389,919 | 363,043 | ||
ICMS - SEFAZ/RJ - Transfer of imported raw material for a value lower than the TECAR import document | 422,807 | 394,865 | ||
Notice of Violation and Imposition of Fine (AIIM) / Annulment Action - RFB - IRRF - Capital gain of CFM company sellers located abroad | 338,273 | 317,522 | ||
Other tax lawsuits (federal, state, and municipal) | 6,977,524 | 6,282,247 | ||
Social security lawsuits | 647,801 | 288,973 | ||
Action to discuss the balance of the construction contract – Tebas | 621,724 | 593,716 | ||
Action related to power supply payment’s charge - Light | 492,535 | 440,002 | ||
Action that discusses Negotiation of energy sales - COPEN - CEEE-G | 229,983 | 201,123 | ||
Collection of defaulted amounts of contracts for the execution of the Presidente Médici Thermoelectric Power Plant - SACE - CEEE-G (3) | 205,262 | |||
Enforcement action applied by Brazilian antitrust authorities (CADE) (4) | 122,136 | |||
Other civil lawsuits | 1,620,259 | 1,423,591 | ||
Labor and social security lawsuits | 2,580,452 | 2,091,666 | ||
Tax Execution Traffic Ticket Volta Grande IV | 152,322 | 137,668 |
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(In thousands of Reais, unless stated otherwise) | |
ACP Landfill Márcia I | 306,389 | 306,389 | ||
Notice of IEF Commitment Agreement (5) | 337,951 | |||
Other environmental lawsuits | 786,360 | 667,901 | ||
48,454,570 | 53,651,946 |
(1) | The Company succeeded in the appeals filed in Processes 19515.723039/2012-79 (CSN) and 19515.723053/2012-72 (CSN Mineração) which had as their objects the fines of 150% (Qualified Fine), closing the possible contingency of R$ 4,476,924 and R$ 993,756. The notifications of the decisions occurred on July 5 and 25, 2024, without the filing of appeals by the National Treasury. Thus, the respective write-offs of the processes were carried out on 07/2024. Finally, for the other processes related to the "Big Jump" theme, the prognoses remain the same (possible). |
(2) | The company succeeded in Process 0000931-14.2011.8.19.0066, which disputed the requirement of ICMS, by the State of Rio de Janeiro, on credits arising from the acquisition of electric energy for industrialization, ending a contingency of R$ 185,116. The decision favorable to the company became final on 10/16/2024. The company also succeeded in Case 0000927-74.2011.8.19.0066, on the same subject, whose closure of the possible contingency of R$ 925,584 will be reflected in the results of the first quarter of 2025. |
(3) | In 2024, CEEE-G, a subsidiary of the Company, made a judicial agreement with SACE, which reduced the values disclosed as possible contingencies, now registered in other accounts payable, totaling R$ 43,371 as of December 31, 2024 (R$ 205,262 as of December 31, 2023). |
(4) | In November, CSN joined the "Desprola" program, launched by the Federal Government. The program consisted of paying all the Company's debts (4 concentration acts) to CADE with a 65% discount, where it made the upfront payment of R$ 34,000, ending discussions regarding the Steel Cartel process. |
(5) | In the 4th quarter of 2024, CSN Mineração was notified by the State Forest Institute of Minas Gerais, regarding the collection of a fine provided for in a Commitment Term signed by the Company with the said Agency in 2004. In said Notification, the aforementioned Agency is charging an amount of around R$ 337,000 for the alleged non-compliance with clauses of the instrument - which refers to compensation for environmental licensing from that time. Considering that CSN Mineração disagrees with the alleged breach of the mentioned Commitment Term and, consequently, with the respective fine collection - in addition to considering it disproportionate, a timely defense was presented in response to this notification, which will be forwarded for consideration by the Chamber for Prevention and Administrative Resolution of Conflicts of the Attorney General's Office of the State of Minas Gerais. |
The Company has offered judicial guarantees (Guarantee Insurance/Letter of Guarantee) in the total amount updated as of December 31, 2024 of R$ 10,620,316 (as of December 31, 2023 R$ 8,768,003), as determined by current procedural legislation.
In the 1st quarter of 2021, the Company was notified of the initiation of an arbitration proceeding based on an alleged breach of iron ore supply contracts. The counterparty's request at that time was around US$ 1 billion, which the Company, in addition to understanding that the allegations presented are unfounded due to the complete absence of damages, is also unaware of the bases for estimating said amount. The Company informs that it has prepared, together with its legal advisors, the response to the arbitration request and is currently developing its defense. It also clarifies that the discussions involve ongoing arbitration disputes initiated by both parties. It is also estimated that the arbitrations will be completed in 2 years. The relevance of the process for the Company is related to the value attributed to the cause and the possible financial impact.
The evaluations carried out by legal advisors define these administrative and judicial proceedings as a possible risk of loss and are not provisioned in accordance with Management's judgment and accounting practices adopted in Brazil.
Accounting Policy
Provisions are only recorded when classified as probable loss risk, estimated and considered by Management, substantially based on the assessment of its legal advisors, and when resources will be necessary to settle the obligation. This obligation is updated according to the evolution of the lawsuit or financial charges incurred and may be reversed if the estimated loss is no longer considered probable due to changes in circumstances, or written off when the obligation is settled.
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(In thousands of Reais, unless stated otherwise) | |
21. | PROVISION FOR ENVIRONMENTAL LIABILITIES AND ASSET RETIREMENT OBLIGATIONS |
The balance of provisions for environmental liabilities and asset retirement obligation is as follows:
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Environmental liabilities | 155,471 | 176,181 | 142,989 | 160,968 | |||
Asset retirement obligations | 977,892 | 842,624 | |||||
1,133,363 | 1,018,805 | 142,989 | 160,968 |
Accounting Policy
The Company recognizes a provision for recovery costs when a loss is probable and the amounts of the related costs are reasonably determined. Generally, the provisioning period for the amount to be used for recovery coincides with the completion of a feasibility study or commitment to a formal action plan.
Expenses related to compliance with environmental regulations are charged to income or capitalized, as appropriate. Capitalization is considered appropriate when expenses refer to items that will continue to benefit the Company and that are basically relevant to the acquisition and installation of equipment for pollution control and/or prevention.
Asset retirement obligations (ARO) consist of cost estimates for decommissioning, demobilization, or restoration of areas at the end of mining activities and extraction of mineral resources. The initial measurement is recognized as a liability discounted to present value and, subsequently, carried to expenses over time. The asset decommissioning cost equivalent to the initial liability is capitalized as part of the asset's carrying amount and is depreciated over the asset's useful life.
22. | RELATED-PARTY BALANCES AND TRANSACTIONS |
22.a) | Transactions with holding companies |
Vicunha Aços S.A. is the Company's controlling shareholder, with a 41.66% interest in its voting capital. It is also part of the Company's control, Rio Iaco Participações S.A.with 3.45%.
The corporate structure of Vicunha Aços S.A. is as follows:
(a) | Vicunha steel S.A. – holds 100% interest in Vicunha Aços S.A. |
(b) | Rio Purus Participações S.A. – holds 100% interest in Vicunha Steel S.A. |
· Liabilities to the Group's shareholders
On November 14, 2024, the Board of Directors approved the payment of interim dividends, from the profit reserve account, in the amount of R$ 730,000, corresponding to the value of R$ 0.550488901371933 per share. Vicunha Aços S.A. was paid R$ 304,097 and Rio Iaco Participações S.A. R$ 25,161.
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(In thousands of Reais, unless stated otherwise) | |
22.b) Transactions | with subsidiaries, jointly controlled entities, associates, exclusive funds and other related parties |
· | Consolidated |
Consolidated | ||||||||||||||||
12/31/2024 | 12/31/2023 | |||||||||||||||
Associates | Joint-ventures and Joint Operation | Other related parties | Total | Associates | Joint-ventures and Joint Operation | Other related parties | Total | |||||||||
Assets | ||||||||||||||||
Current Assets | ||||||||||||||||
Financial investments | 1,773,124 | 1,773,124 | 2,128,183 | 2,128,183 | ||||||||||||
Trade receivables | 5 | 88,750 | 3,230 | 191 | 92,171 | 34,441 | 2,658 | 131,268 | 168,367 | |||||||
Dividends receivable | 8 | 127,386 | 74,050 | 201,436 | 185,178 | 185,178 | ||||||||||
Borrowings | 8 | 5,315 | 5,315 | 5,316 | 5,316 | |||||||||||
Other receivables | 8 | 2 | 1,829 | 1,831 | 6,480 | 1,829 | 8,309 | |||||||||
88,750 | 135,933 | 1,849,194 | 2,073,877 | 34,441 | 199,632 | 2,261,280 | 2,495,353 | |||||||||
Non-current Assets | ||||||||||||||||
Financial investments | 4 | 142,423 | 142,423 | 111,350 | 111,350 | |||||||||||
Borrowings | 8 | 3,789 | 1,899,239 | 1,903,028 | 3,732 | 1,655,680 | 1,659,412 | |||||||||
Actuarial asset | 8 | 47,708 | 47,708 | 39,530 | 39,530 | |||||||||||
Other receivables | 8 | 1,792,579 | 1,792,579 | 1,792,579 | 1,792,579 | |||||||||||
3,789 | 3,691,818 | 190,131 | 3,885,738 | 3,732 | 3,448,259 | 150,880 | 3,602,871 | |||||||||
92,539 | 3,827,751 | 2,039,325 | 5,959,615 | 38,173 | 3,647,891 | 2,412,160 | 6,098,224 | |||||||||
Liabilities | ||||||||||||||||
Current Liabilities | ||||||||||||||||
Trade payables | 13,676 | 217,289 | 184,892 | 415,857 | 140,579 | 35,435 | 176,014 | |||||||||
Accounts payable | 17 | 23,245 | 22,571 | 140,991 | 186,807 | 46 | 22,378 | 22,424 | ||||||||
Provision for consumption | 17 | 7,227 | 7,227 | |||||||||||||
36,921 | 239,860 | 325,883 | 602,664 | 46 | 170,184 | 35,435 | 205,665 | |||||||||
Non-current Liabilities | ||||||||||||||||
Accounts payable | 17 | 20,850 | 20,850 | 38,058 | 38,058 | |||||||||||
20,850 | 20,850 | 38,058 | 38,058 | |||||||||||||
36,921 | 260,710 | 325,883 | 623,514 | 46 | 208,242 | 35,435 | 243,723 |
Consolidated | ||||||||||||||||
12/31/2024 | 12/31/2023 | |||||||||||||||
Associates | Joint-ventures and Joint Operation | Other related parties | Total | Associates | Joint-ventures and Joint Operation | Other related parties | Total | |||||||||
P & L | ||||||||||||||||
Sales | 2,357,816 | 21,362 | 903 | 2,380,081 | 206,158 | 21,663 | 1,769,915 | 1,997,736 | ||||||||
Cost and expenses | (179,022) | (2,190,343) | (227,090) | (2,596,455) | (2,581) | (2,144,703) | (301,503) | (2,448,787) | ||||||||
Financial income (expenses) | ||||||||||||||||
Interest | 28 | 2,508 | 155,291 | 38,588 | 196,387 | 178,448 | 38,452 | 216,900 | ||||||||
Exchange rate variations and monetary, net | 141,190 | 141,190 | (58,837) | (58,837) | ||||||||||||
Financial investments | 28 | (632,612) | (632,612) | 308,309 | 308,309 | |||||||||||
Dividends receivable | 28 | 42,347 | 42,347 | |||||||||||||
2,181,302 | (2,013,690) | (636,674) | (469,062) | 203,577 | (1,944,592) | 1,756,336 | 15,321 |
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(In thousands of Reais, unless stated otherwise) | |
· | Parent Company |
Parent Company | ||||||||||||||||
12/31/2024 | 12/31/2023 | |||||||||||||||
Ref. | Subsidiaries and associates | Joint-ventures and Joint Operation | Other related parties and exclusive funds | Total | Subsidiaries and associates | Joint-ventures and Joint Operation | Other related parties and exclusive funds | Total | ||||||||
Assets | ||||||||||||||||
Current Assets | ||||||||||||||||
Financial investments | 1,172,198 | 1,172,198 | 1,575,262 | 1,575,262 | ||||||||||||
Trade receivables | 5 | 734,972 | 62 | 106 | 735,140 | 955,246 | 130,837 | 1,086,083 | ||||||||
Borrowings | 8 | 5,315 | 5,315 | 5,316 | 5,316 | |||||||||||
Dividends receivable | 8 | 436,154 | 65,113 | 501,267 | 507,502 | 55,436 | 562,938 | |||||||||
Other receivables | 8 | 245,235 | 2 | 1,828 | 247,065 | 215,320 | 2 | 1,829 | 217,151 | |||||||
1,416,361 | 70,492 | 1,174,132 | 2,660,985 | 1,678,068 | 60,754 | 1,707,928 | 3,446,750 | |||||||||
Non-current Assets | ||||||||||||||||
Financial investments | 4 | 142,423 | 142,423 | 111,350 | 111,350 | |||||||||||
Borrowings | 8 | 696,886 | 1,802,226 | 2,499,112 | 539,523 | 1,557,013 | 2,096,536 | |||||||||
Actuarial asset | 8 | 37,059 | 37,059 | 31,007 | 31,007 | |||||||||||
Other receivables | 8 | 1,461 | 1,792,579 | 1,794,040 | 8 | 1,792,574 | 1,792,582 | |||||||||
698,347 | 3,594,805 | 179,482 | 4,472,634 | 539,531 | 3,349,587 | 142,357 | 4,031,475 | |||||||||
2,114,708 | 3,665,297 | 1,353,614 | 7,133,619 | 2,217,599 | 3,410,341 | 1,850,285 | 7,478,225 | |||||||||
Liabilities | ||||||||||||||||
Current Liabilities | ||||||||||||||||
Intercompany Loans | 13 | 821,983 | 821,983 | 1,908,848 | 1,908,848 | |||||||||||
Trade payables | 16 | 519,749 | 116,466 | 184,078 | 820,293 | 388,995 | 49,778 | 34,462 | 473,235 | |||||||
Accounts payable | 17 | 138,804 | 86,248 | 225,052 | 11,538 | 11,538 | ||||||||||
Provision for consumption | 490,850 | 490,850 | 317,721 | 7,227 | 324,948 | |||||||||||
1,971,386 | 116,466 | 270,326 | 2,358,178 | 2,627,102 | 57,005 | 34,462 | 2,718,569 | |||||||||
Non-current Liabilities | ||||||||||||||||
Intercompany Loans | 13 | 11,310,104 | 11,310,104 | 7,501,144 | 7,501,144 | |||||||||||
Accounts payable | 17 | 402,406 | 402,406 | 4,176 | 4,176 | |||||||||||
11,712,510 | 11,712,510 | 7,505,320 | 7,505,320 | |||||||||||||
13,683,896 | 116,466 | 270,326 | 14,070,688 | 10,132,422 | 57,005 | 34,462 | 10,223,889 |
Parent Company | ||||||||||||||||
12/31/2024 | 12/31/2023 | |||||||||||||||
Subsidiaries and associates | Joint-ventures and Joint Operation | Other related parties and exclusive funds | Total | Subsidiaries and associates | Joint-ventures and Joint Operation | Other related parties and exclusive funds | Total | |||||||||
Net revenue and cost | ||||||||||||||||
Sales | 5,230,809 | 1,178 | 5,231,987 | 3,753,732 | 1,755,870 | 5,509,602 | ||||||||||
Cost and expenses | (4,026,199) | (607,457) | (212,457) | (4,846,113) | (3,104,154) | (485,459) | (236,487) | (3,826,100) | ||||||||
Financial income (expenses) | ||||||||||||||||
Interest | 28 | (126,448) | 153,751 | 7,119 | 34,422 | (167,469) | 175,651 | 19,178 | 27,360 | |||||||
Exclusive funds | 28 | 8,901 | 8,901 | 13,214 | 13,214 | |||||||||||
Financial investments | 28 | (632,612) | (632,612) | 308,309 | 308,309 | |||||||||||
Dividends received | 42,347 | 42,347 | ||||||||||||||
Exchange rate variations and monetary, net | (2,946,937) | 31,073 | (2,915,864) | 615,582 | (29,160) | 586,422 | ||||||||||
Other operating income and expenses | 1,239 | 2,796 | 4,035 | - | (6,728) | (6,728) | ||||||||||
(1,868,775) | (451,289) | (752,833) | (3,072,897) | 1,097,691 | (316,536) | 1,830,924 | 2,612,079 |
Consolidated and Controlling Information:
Financial Investments: Refers mainly to investments in Usiminas stocks, cash and cash equivalents, and Bonds with Banco Fibra and public securities and CDBs with exclusive funds.
Receivables: Refers mainly to sales transactions of steel products from the Company to related parties.
Dividends receivable: In the Parent Company, the
balance is primarily composed of dividends and interest on equity from CSN Mineração in the amount of R$ 125,107, dividends
from CSN Cimentos Brasil S.A in the amount of
R$ 178,348, and in the Consolidated statements it refers to dividends from MRS Logística S.A in the amount of
R$ 126,044.
![]() | |
(In thousands of Reais, unless stated otherwise) | |
Loans (Assets):
Long-term: In the Consolidated, it refers mainly to loan contracts with Transnordestina Logística R$ 1,829,939 (R$ 1,646,264 as of December 31, 2023) with an average rate of 125.0% to 130.0% of CDI.
Other (Assets): In the Consolidated advance for future capital increase with Transnordestina Logística S.A. of R$ 1,792,579 on December 31, 2024 (R$ 1,792,579 on December 31, 2023).
Loans (Liabilities):
Foreign currency: In the Parent Company, these are intercompany contracts in the amount of R$ 12,132,087 as of December 31, 2024 (R$ 9,022,682 as of December 31, 2023).
22.c) | Other unconsolidated related parties |
· | CBS Previdência |
The Company is its main sponsor, being a non-profit civil society established in July 1960 and whose main objective is the payment of benefits complementary to those of official social security for participants. As a sponsor, it maintains transactions of contribution payments and recognition of actuarial liability calculated in defined benefit plans.
· | Banco Fibra |
The Banco Fibra is under the same control structure of Vicunha Aços S.A., direct controller of the Company, and financial transactions with this bank primarily involve current account movements and fixed income financial investments.
· | Fundação CSN |
The Company develops socially responsible policies concentrated today in the CSN Foundation, of which it is the founder. Transactions between the parties are related to operational and financial support for the Foundation to conduct social projects developed mainly in the locations where it operates.
· | Igarapava Hydroelectric Power Plant Consortium |
The Company participates in the Igarapava Hydroelectric Power Plant Consortium, located on the Rio Grande, between the municipalities of Igarapava and Rifaina in São Paulo, Conquista and Sacramento in Minas Gerais.
· Related Parties under the control of a member of the Company's Management
These are companies under the control of a member of Management whose transactions with the Company were:
· | Vicunha Imóveis Ltda; |
· | Vicunha Serviços Ltda; |
· | Ibis Participações e Serviços Ltda; |
· | Party Negócios e Participações Ltda; |
· | Jockey Club de São Paulo. |
22.d) | Key Management Personnel |
The key management personnel with authority and responsibility for planning, directing, and controlling the Company’s activities include members of the Board of Directors and statutory officers. The following is information on the compensation of such personnel and the related balances as of December 31, 2024, and 2023.
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(In thousands of Reais, unless stated otherwise) | |
12/31/2024 | 12/31/2023 | |||
P&L | ||||
Short-term benefits for employees and officers | 71,248 | 62,478 | ||
Post-employment benefits | 814 | 450 | ||
72,062 | 62,928 |
22.e) | Guarantees |
The Company is liable for guarantees of its subsidiaries and jointly controlled entities as follows:
Currency | Maturities | Borrowings | Tax foreclosure | Others | Total | ||||||||||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||||||||
Transnordestina Logísitca | R$ | Up to 09/19/2056 and Indefinite | 3,966,722 | 3,695,183 | 10,717 | 10,029 | 4,828 | 4,235 | 3,982,267 | 3,709,447 | |||||||||
Subsidiaries | R$ | Up to 01/10/2028 and Indefinite | 2,079,693 | 1,903,235 | 1,920 | 131,920 | 2,081,613 | 2,035,155 | |||||||||||
Total in R$ | 6,046,415 | 5,598,418 | 10,717 | 10,029 | 6,748 | 136,155 | 6,063,880 | 5,744,602 | |||||||||||
CSN Inova Ventures | US$ | 01/28/2028 | 1,300,000 | 1,300,000 | 1,300,000 | 1,300,000 | |||||||||||||
CSN Resources | US$ | Up to 04/08/2032 | 2,230,000 | 1,530,000 | 2,230,000 | 1,530,000 | |||||||||||||
CSN Cimentos Brasil | US$ | 10/6/2027 | 115,000 | 115,000 | |||||||||||||||
Total in US$ | 3,530,000 | 2,945,000 | 3,530,000 | 2,945,000 | |||||||||||||||
Lusosider Aços Planos | EUR | Indefinite | 75,000 | 75,000 | 75,000 | 75,000 | |||||||||||||
Total in EUR | 75,000 | 75,000 | 75,000 | 75,000 | |||||||||||||||
Total in R$ | 21,858,819 | 14,257,629 | 482,723 | 401,370 | 22,341,542 | 14,658,999 | |||||||||||||
27,905,234 | 19,856,047 | 10,717 | 10,029 | 489,471 | 537,525 | 28,405,422 | 20,403,601 |
Accounting Policy
Transactions with related parties were carried out by the Company on terms equivalent to those prevailing in market transactions, observing the price and the usual market conditions. Therefore, these transactions are in conditions that are no less favorable for the Company than those negotiated with third-parties.
Transactions between the related parties are eliminated and adjusted to ensure consistency with the practices adopted by The Company.
The Company’s related parties are subsidiaries, joint ventures, affiliates, shareholders and their related companies and the key personnel of the Company’s management.
23. | EQUITY |
23.a) | Paid-in capital |
The fully subscribed and paid-in share capital as of December 31, 2024, and December 31, 2023, is R$ 10,240,000 divided into 1,326,093,947 common and book-entry shares, with no par value. Each common share entitles to one vote in the resolutions of the General Meeting.
23.b) | Authorized share capital |
The Company's bylaws in force on December 31, 2024, define that the share capital may be increased to up to 2,400,000,000 shares, by decision of the Board of Directors, regardless of statutory reform.
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(In thousands of Reais, unless stated otherwise) | |
23.c) | Legal reserve |
It is constituted at the rate of 5% of the net income calculated in each fiscal year, before any other allocation, pursuant to art. 193 of Law 6,404/86, up to a limit of 20% of the capital stock.
23.d) | Ownership structure |
As of December 31, 2024 and 2023, the Company’s ownership structure was as follows:
12/31/2024 | 12/31/2023 | |||||||||||
Number of common shares | % of total shares | % of voting capital | Number of common shares | % of total shares | % of voting capital | |||||||
Vicunha Aços S.A. (*) | 552,412,693 | 41.66% | 41.66% | 543,617,803 | 40.99% | 40.99% | ||||||
Rio Iaco Participações S.A. (*) | 45,706,242 | 3.45% | 3.45% | 45,706,242 | 3.45% | 3.45% | ||||||
CFL Ana Participações S.A. (*) | 132,523,251 | 9.99% | 9.99% | 135,904,451 | 10.25% | 10.25% | ||||||
NYSE (ADRs) | 283,799,438 | 21.40% | 21.40% | 273,702,845 | 20.64% | 20.64% | ||||||
Other shareholders | 311,652,323 | 23.50% | 23.50% | 327,162,606 | 24.67% | 24.67% | ||||||
Outstanding shares | 1,326,093,947 | 100.00% | 100.00% | 1,326,093,947 | 100.00% | 100.00% |
(*) | Controlling group companies. |
On March 30, 2023, a Equity Restructuring agreement was executed between Rio Purus Participações S.A., shareholders who directly and indirectly hold the entirety of Vicunha Aços S.A. ("Vicunha Aços") shares and CFL Participações S.A. ("CFL"). Thus, the implementation of such transaction resulted in the ownership of CFL Ana Participações S.A. (“CFL Ana”), a subsidiary of CFL, of 135,904,451 common, book-entry shares with no par value issued by CSN, representing on that date 10.25% of the Company's share capital.
On June 20, 2024, CFL, in compliance with the provisions of article 12, §6 of CVM Resolution 44/2021, informed the Company about the disposal by CFL Ana of common shares issued by CSN. CSN, in turn, informed the market about the sale of a relevant equity interest on that same date, informing that CFL Ana's interest became 132,523,251 common shares, representing its 9.99% of the share capital, according to correspondence received.
On December 2, 2024, Vicunha Aços, in compliance with the provisions of article 12, §6 of CVM Resolution 44/2021, informed the Company about the acquisition of common shares issued by CSN. CSN, in turn, informed the market about the acquisition of a relevant equity interest the following day, informing that Vicunha Aços' interest now represents 41.66% of the share capital, according to correspondence received.
23.e) | Losses per share |
Below are the losses per share:
12/31/2024 | 12/31/2023 | ||
Common Shares | |||
Loss for the period | (2,591,851) | (318,206) | |
Weighted average number of shares | 1,326,093,947 | 1,326,093,947 | |
Basic and diluted loss per share | (1.95450) | (0.23996) |
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(In thousands of Reais, unless stated otherwise) | |
Accounting Policy
Share Capital
Incremental costs directly attributable to the issuance of new shares or options are stated in shareholders' equity as a deduction from the amount raised, net of taxes.
Earnings/(Loss) per share
The basic earnings/loss per share is calculated through the net profit/loss for the year attributable to the Company's controlling shareholders and the weighted average of the common shares outstanding in the respective year. The diluted earnings/loss per share is calculated by means of said average of the outstanding shares, adjusted by the instruments potentially convertible into shares, with dilutive effect, in the years presented. The Company has no potential instruments convertible into shares and, consequently, the diluted profit/loss per share is equal to the basic earnings/loss per share.
Treasury shares
When any company in the group buys shares of the Company's capital (treasury shares), the amount paid, including any directly attributable additional costs (net of income tax), is deducted from the shareholders' equity attributable to the Company's shareholders until the shares are canceled or sold. When these shares are subsequently sold, any amount received, net of any directly attributable transaction costs and respective income tax and social contribution effects, is included in shareholders' equity attributable to the Company's shareholders.
Transactions and non-controlling interests
The Company treats transactions with non-controlling interests as transactions with the Company's asset owners. For purchases of non-controlling interests, the difference between any consideration paid and the acquired portion of the book value of the subsidiary's net assets is recorded in shareholders' equity. Gains or losses on disposals to non-controlling interests are also recorded directly in shareholders' equity.
When the Company ceases to have control, any interest retained in the entity is remeasured to its fair value, and the change in book value is recognized in profit or loss. Fair value is the initial carrying amount for subsequent accounting of the retained interest in an associate, a joint venture, or a financial asset. In addition, any amounts previously recognized in other comprehensive income relating to that entity are accounted for as if the Company had directly disposed of the related assets or liabilities. This means that amounts previously recognized in other comprehensive income are reclassified to profit or loss.
24. | SHAREHOLDER’S COMPENSATION |
On May 9, 2024 and November 14, 2024, the Board of Directors approved the proposal to pay interim dividends to the Profit Reserve Account in the amount of R$ 950,000 and R$ 730,000, corresponding to R$ 0.716389666168954 and R$ 0.550488901371933 per share, respectively. Dividends were paid, without monetary restatement, from May 29, 2024 and November 28, 2024.
As of December 31, 2024, the Company recorded a loss for the year of (R$ 2,591,851), compensated through the consumption of statutory reserve values.
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(In thousands of Reais, unless stated otherwise) | |
Accounting Policy
The Company adopts a profit distribution policy which, in accordance with the provisions of Law No. 6.404/76 as amended by Law No. 9.457/97, will allocate all net profit to its shareholders, provided that the following priorities are preserved, regardless of their order: (i) business strategy; (ii) fulfillment of obligations; (iii) necessary investments; and (iv) maintenance of a good financial situation for the Company.
In accordance with article 33 of the Company's Bylaws, at least 25% of the net income for the year will be distributed as dividends in each fiscal year, adjusted in accordance with article 202 of Law No. 6.404/76, which will be highlighted in current liabilities. The Board of Directors may also pay interest on equity by imputing the amount of interest paid or credited to the amount of the minimum mandatory dividend mentioned above. If the Company reports a dividend higher than the mandatory minimum in the allocation proposal, this amount is highlighted in a specific account in the shareholders' equity in "Proposed Additional Dividend".
According to Law no. 6.404/76 as amended by Law no. 11.638/07 and pursuant to the sole paragraph of article 189, the loss for the year will be mandatorily absorbed by retained earnings, profit reserves and legal reserve, in that order.
25. | NET REVENUE FROM SALES |
Net sales revenue is comprised as follows:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | Parent Company | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Gross revenue | ||||||||
In Brazil | 29,029,141 | 28,383,814 | 21,191,376 | 20,685,273 | ||||
Abroad | 21,552,287 | 23,596,603 | 1,944,968 | 2,061,627 | ||||
50,581,428 | 51,980,417 | 23,136,344 | 22,746,900 | |||||
Deductions | ||||||||
Sales returns, discounts and rebates | (786,103) | (673,746) | (474,278) | (500,260) | ||||
Taxes on sales | (6,107,865) | (5,868,721) | (3,973,760) | (3,834,456) | ||||
(6,893,968) | (6,542,467) | (4,448,038) | (4,334,716) | |||||
Net revenue | 43,687,460 | 45,437,950 | 18,688,306 | 18,412,184 |
Accounting Policy
The recognition of the Company's revenue is carried out as soon as all the conditions below are met:
· | Identification of the contract for the sale of goods or provision of services; |
· | Identification of performance obligations; |
· | Determination of the contract value; |
· | Determinations of the amount allocated to each of the performance obligations included in the contract; and |
· | Revenue recognition over time or when performance obligations are completed. |
The Company's operating revenues are generated through the production and sale of steel, mining, and cement products, railway and port logistics services, and energy sales. In the normal course of activities, it is measured by the fair value of the consideration the entity expects to receive in exchange for the delivery of the promised good or service to the customer.
Revenue recognition occurs when or as the entity satisfies a performance obligation by transferring the good or service to the customer, with a performance obligation understood as an executable promise in a contract with a customer to transfer a good/service or a series of goods or services.
If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction in operating revenue as sales are recognized.
The Company recognizes iron ore sales revenue when product control is transferred to customers, which in most cases occurs when the product is loaded onto the vessel or vehicle for transport, at the destination port or customer facilities. There may be circumstances where judgment is required based on the control indicators highlighted above. In export sales made under the CFR (Cost and Freight) and CIF (Cost, Insurance and Freight) shipping terms, the customer has a current obligation to pay according to the sales contract terms, typically when the ship is loaded. At this point, the payment obligation covers both the product and freight, and in certain cases, insurance after the date when control of the goods transfers to the customer at the loading port.
Therefore, the Company has different performance obligations for products and freight, but such performance obligations are combined in a single contract and its revenues are recognized at the same time. For other services provided, revenue is recognized based on its realization.
The operating revenue from the sale of goods and services in the normal course of activities is measured by the fair value of the consideration that the entity expects to receive in exchange for delivering the promised good or service to the customer. Iron ore sales contracts are provisionally fixed at prices at the time revenues are recognized and a provisional invoice is issued as stipulated in the contract; the selling price of these products can be reliably measured each period, as the price is quoted in an active market. Therefore, the fair value of the final sales price adjustment is continuously reassessed and variations in fair value are recognized as sales revenue in the income statement.
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(In thousands of Reais, unless stated otherwise) | |
26. | EXPENSES BY NATURE |
Consolidated | Parent Company | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Raw materials and inputs | (13,883,091) | (12,732,273) | (10,491,060) | (10,376,103) | ||||
Outsourcing material | (3,086,404) | (5,104,273) | ||||||
Labor cost | (4,954,714) | (4,268,241) | (1,846,644) | (1,693,919) | ||||
Supplies | (2,822,094) | (3,735,873) | (2,372,762) | (2,812,193) | ||||
Maintenance cost (services and materials) | (950,420) | (578,514) | (318,637) | (205,772) | ||||
Outsourcing services | (2,069,469) | (2,905,888) | (1,304,085) | (1,299,027) | ||||
Freight | (5,762,086) | (4,185,360) | (848,807) | (761,760) | ||||
Depreciation, amortization and depletion | (3,690,677) | (3,291,149) | (1,316,382) | (1,184,347) | ||||
Others | (1,081,037) | (1,163,601) | (204,848) | (193,299) | ||||
(38,299,992) | (37,965,172) | (18,703,225) | (18,526,420) | |||||
Classified as: | ||||||||
Cost of sales | (31,990,696) | (33,475,189) | (17,527,277) | (17,438,140) | ||||
Selling expenses | (5,453,297) | (3,729,089) | (818,768) | (783,722) | ||||
General and administrative expenses | (855,999) | (760,894) | (357,180) | (304,558) | ||||
(38,299,992) | (37,965,172) | (18,703,225) | (18,526,420) |
Depreciation, amortization, and depletion for the year were distributed as follows.
Consolidated | Parent Company | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Production costs (1) | (3,609,493) | (3,226,469) | (1,281,670) | (1,157,752) | |||
Selling expenses | (51,304) | (29,593) | (14,152) | (9,958) | |||
General and administrative expenses | (29,880) | (35,087) | (20,560) | (16,637) | |||
(3,690,677) | (3,291,149) | (1,316,382) | (1,184,347) | ||||
Other operational (2) | (95,378) | (80,924) | (18,038) | (8,266) | |||
(3,786,055) | (3,372,073) | (1,334,420) | (1,192,613) |
(1) | The cost of production includes PIS and COFINS credits on lease agreements as of December 31, 2024, in the amount of R$ 5,357 (R$ 7,068 as of December 31, 2023) in the consolidated and in the parent company as of December 31, 2024 R$ 845 (R$ 849 as of December 31, 2023). |
(2) | These mainly refer to the depreciation of investment properties, idle equipment and amortization of SWT customer portfolio classified under other operating expenses, see note 27. |
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(In thousands of Reais, unless stated otherwise) | |
27. | OTHER OPERATING (EXPENSES)/INCOME |
Consolidated | Parent Company | |||||||||
Ref. | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||
Other operating income | ||||||||||
Receivables by indemnity | 78,322 | 12,608 | 43,516 | 6,964 | ||||||
Rentals and leases | 25,961 | 21,018 | 12,817 | 13,340 | ||||||
Dividends received | 1,436 | 1,039 | 686 | 499 | ||||||
Contractual fines | 17,404 | 4,356 | 15,125 | 2,750 | ||||||
Tax recuperation | 1,676 | 249,852 | 142,705 | |||||||
Gain on sale of investments | 8,451 | 114,763 | ||||||||
Other revenues | 118,966 | 62,342 | 84,984 | 11,017 | ||||||
252,216 | 465,978 | 157,128 | 177,275 | |||||||
Other operating expenses | ||||||||||
Taxes and fees | (278,289) | (108,965) | (195,744) | (40,706) | ||||||
Expenses with environmental liabilities, net | (48,870) | (18,031) | (4,196) | (2,421) | ||||||
Net reversals/(expenses) on legal proceedings | (270,326) | (12,441) | (109,217) | 3,548 | ||||||
Contractual fines | (229,104) | (154,034) | (114,006) | (143,583) | ||||||
Depreciation of investment properties, idle equipment and amortization of intangible assets | 26 | (95,378) | (80,924) | (18,038) | (8,266) | |||||
Reversals/(Estimated write-offs or losses) in property, plant and equipment, intangible assets and investment properties, net of reversals | 9.d, 10 and 11 | (62,996) | (122,893) | (45,490) | (99,005) | |||||
Estimated inventory losses (1) | (284,557) | (655,055) | (148,354) | (295,365) | ||||||
Idleness in stocks and paralyzed equipment (2) | (234,461) | (296,819) | (214,041) | (283,859) | ||||||
Studies and project engineering expenses | (57,129) | (58,303) | (18,172) | (21,504) | ||||||
Healthcare plan expenses | (40,269) | (36,147) | (36,505) | (34,333) | ||||||
Realized cash flow hedge (3) | 14 | 211,506 | (1,144,335) | (207,700) | (339,095) | |||||
Pension plan expense | (44,529) | (59,411) | (42,749) | (58,737) | ||||||
Reversals/(Expenses) on receivables | (21,120) | 140 | (38,098) | 197 | ||||||
Updated shares – Fair value through profit or loss | 14.d | (15,963) | (15,963) | |||||||
Other expenses | (362,188) | (339,957) | (167,577) | (74,704) | ||||||
(1,817,710) | (3,103,138) | (1,359,887) | (1,413,796) | |||||||
Other operating income (expenses), net | (1,565,494) | (2,637,160) | (1,202,759) | (1,236,521) |
(1) | It refers substantially to losses incurred in the production process at Usina Presidente Vargas ("UPV") and losses in inventories; |
(2) | Operational idleness due to interventions in the sintering process that impacted crude steel production; |
(3) | In the Consolidated, the realization of Cash Flow Hedge of R$ 241,400 and Platts Hedge in the amount of R$ (452,904), which results in a total of R$ 211,506. At the Parent Company, it is the realization of a Cash Flow Hedge in the amount of R$ 207,700. |
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(In thousands of Reais, unless stated otherwise) | |
28. | NET FINANCIAL INCOME/(EXPENSE) |
Consolidated | Parent Company | |||||||||
Ref. | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||
Financial income | ||||||||||
Related parties | 22.a | 245,336 | 225,149 | 288,784 | 275,307 | |||||
Income from financial investments | 952,779 | 826,028 | 129,658 | 111,472 | ||||||
Updated shares – Fair value through profit or loss | 14.d | 308,309 | 308,309 | |||||||
Dividends received | 2,512 | 52,516 | 2,359 | 52,486 | ||||||
Interest and fines | 77,480 | 82,634 | 52,465 | 59,858 | ||||||
Other income | 119,956 | 161,111 | 105,857 | 150,393 | ||||||
1,398,063 | 1,655,747 | 579,123 | 957,825 | |||||||
Financial expenses | ||||||||||
Borrowings and financing - foreign currency | 13 | (2,334,763) | (1,567,508) | (489,328) | (279,876) | |||||
Borrowings and financing - local currency | 13 | (1,895,650) | (2,096,805) | (1,177,352) | (1,283,229) | |||||
Capitalized interest | 10 | 206,764 | 182,799 | 80,457 | 58,174 | |||||
Updated shares – Fair value through profit or loss | 14.d | (632,612) | (632,612) | |||||||
Related parties | 22.a | (6,602) | (8,249) | (203,114) | (234,733) | |||||
Lease liabilities | 15 | (94,034) | (76,514) | (1,948) | (929) | |||||
Interest and fines | (119,765) | (146,222) | (55,493) | (95,334) | ||||||
Interest on forfaiting operations | (363,538) | (465,574) | (362,774) | (441,857) | ||||||
(-) Adjusted present value of trade payables | (354,027) | (353,774) | (214,164) | (264,349) | ||||||
Commission, bank fees, guarantee and bank fees | (373,859) | (199,505) | (192,744) | (98,012) | ||||||
PIS/COFINS over financial income | (122,263) | (87,144) | (36,354) | (19,996) | ||||||
Other financial expenses | (873,918) | (533,581) | (101,629) | (59,388) | ||||||
(6,964,267) | (5,352,077) | (3,387,055) | (2,719,529) | |||||||
Others financial items, net | ||||||||||
Foreign exchange and monetary variation, net | 502,935 | (524,302) | 740,267 | (268,826) | ||||||
Gains and (losses) on derivatives (*) | (750,102) | 69,250 | (358,523) | 58,525 | ||||||
(247,167) | (455,052) | 381,744 | (210,301) | |||||||
(7,211,434) | (5,807,129) | (3,005,311) | (2,929,830) | |||||||
Financial income (expenses), net | (5,813,371) | (4,151,382) | (2,426,188) | (1,972,005) | ||||||
(*) Statement of gains and (losses) on derivative transactions (note 14.c) | ||||||||||
Exchange rate swap Real x Dollar | 188,364 | (96,602) | ||||||||
Exchange rate swap Dollar x Euro | 9,567 | |||||||||
Interest rate swap CDI x IPCA | (791,937) | 112,694 | (211,994) | 14,934 | ||||||
Exchange rate swap CDI x Dollar | (146,529) | 43,591 | (146,529) | 43,591 | ||||||
(750,102) | 69,250 | (358,523) | 58,525 |
Accounting Policy
Financial revenue includes interest income on short-term investments and changes in the fair value of financial assets measured at fair value through profit or loss. Interest income is recognized in profit or loss using the effective interest method.
Financial expenses include interest expenses on loans and losses at the fair value of financial instruments measured at fair value through profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are measured in profit or loss using the effective interest method. Foreign exchange gains and losses are reported on a net basis.
29. | SEGMENT INFORMATION |
According to the Group's structure, the businesses are distributed and managed in five operating segments as follows:
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(In thousands of Reais, unless stated otherwise) | |
· Steel operations
The Steel segment consolidates all operations related to the production, distribution and marketing of flat steel, long steel, metal packaging and galvanized steel, with operations in Brazil, United States, Portugal and Germany. The segment serves the civil construction, steel packaging markets for the country's chemical and food industries, white goods (household appliances), automotive and OEM (engines and compressors). The Company's steel units produce hot-rolled, cold-rolled, galvanized, and pre-painted steel with great durability. It also produces tinplate, a raw material used in the production of packaging.
Abroad, Lusosider, in Portugal, produces cold rolled and galvanized steels. CSN LLC, in the United States, serves the local market through the import and marketing of steel products. Stahlwerk Thüringen (SWT), located in Germany, produces long steel and is specialized in the production of profiles used in civil construction.
In January 2014, CSN started its long steel operation in Brazil, which consolidates the company's position as a source of complete solutions for civil construction, complementing its portfolio of high value-added products in the steel chain.
· | Mining |
Covers the mining and marketing activities of iron ore and tin.
Iron ore high quality operations are located in the Iron Quadrangle, in Minas Gerais, which, besides producing, also market iron ore purchased from third parties.
At the end of 2015, CSN and the Asian Consortium formalized a shareholders' agreement to combine assets related to iron ore operations and related logistics, forming a new company that concentrated the Group's main mining activities starting in December 2015. Based in this context, the new company, currently called CSN Mineração S.A., came to hold the lease of TECAR, as well as the Casa de Pedra mine and all Namisa shares, which was incorporated on December 31, 2015. CSN still holds 100% of Minérios Nacional which includes the mines of Fernandinho (operational), Cayman and Pedras Pretas (mineral resources), all located in Minas Gerais.
In addition, CSN controls Estanho de Rondônia S.A., a company with tin mining and smelting units in the state of Rondônia.
On October 7, 2022, CSN Mineração and CSN Energia completed the acquisition of the Quebra-Queixo Hydroelectric Plant, which has an installed capacity of 120 MW and is located in the city of Ipuaçu, SC. This acquisition makes CSN Mineração self-sufficient in electricity, strengthening its industrial competitiveness through greater cost predictability and 100% renewable energy generation.
·Logistics
i) Railway
CSN has a stake in three railway companies: MRS Logística S.A., which manages the former RFFSA Southeast Network, Transnordestina Logística S.A. and FTL - Ferrovia Transnordestina Logística S.A., which hold the concession for the former RFFSA Northeast Network in the states of Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco, and Alagoas.
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(In thousands of Reais, unless stated otherwise) | |
a) MRS
The railway transportation services provided by MRS are fundamental in supplying raw materials and in the outflow of the Company's final products. The totality of iron ore, coal and coke consumed by the President Plant
Vargas is transported by MRS, as well as part of the steel produced by CSN for the domestic market and for export.
The southeastern Brazilian railway system, spanning 1,674 km of railway network, serves the industrial triangle of São Paulo - Rio de Janeiro - Minas Gerais in the Southeast region, connecting mines in Minas Gerais to ports in São Paulo and Rio de Janeiro, and to steel mills of CSN (Presidente Vargas Plant), Usiminas, COSIPA, and Gerdau Açominas. Besides serving other customers, the line transports iron ore from the Company's Casa de Pedra mine in Minas Gerais, and coke and coal from Itaguaí Port in Rio de Janeiro, to Volta Redonda/RJ and products destined for export to the Ports of Itaguaí and Rio de Janeiro.
b) TLSA e FTL
TLSA and FTL hold the concession of the former RFFSA Northeast network. The northeastern railway system covers 4,238 km of railway network divided into two sections: i) Network I, which includes the sections of São Luiz - Mucuripe, Arrojado - Recife, Itabaiana - Cabedelo, Paula Cavalcante - Macau - and Propriá - Jorge Lins; and ii) Network II, which includes the sections of Missão Velha - Salgueiro, Salgueiro - Trindade, Trindade - Eliseu Martins and Missão Velha - Porto de Pecém.
It also connects to the main ports in the region, thus offering an important competitive advantage through opportunities for combined transport solutions and tailor-made logistics projects.
ii. Port
The Company operates the Solid Bulk Port Terminal ("TECAR"), leased by CSN Mineração S.A. in the mining segment, and the Container Port Terminal ("TECON"), leased by Sepetiba TECON S.A., in the logistics segment. Both port terminals are located at the Organized Port of Itaguaí in the State of Rio de Janeiro, which was built after the port modernization law (Law 8.630/1993) that allowed the transfer of port activities to the private sector. The Organized Port of Itaguaí has complete infrastructure to meet all the needs of exporters, importers, and shipowners. Its installed capacity exceeds that of most Brazilian terminals. It has berths and large storage area, as well as the most modern and appropriate equipment, systems, and intermodal connections.
Still, the Company's port logistics segment includes the project of a private use terminal in the Industrial and Port Complex of Pecém, in the State of Ceará ("TUP"). The TUP project foresees the integration of the port with the railway under implementation by TLSA, so that its installation and operation will enable the flow of the products transported by this rail transport service.
· | Energy |
CSN is one of the largest industrial consumers of electricity in Brazil. As energy is a fundamental input in its production process, the Company owns electric power generation assets, and with the acquisitions made in 2022, it achieved energy self-sufficiency, starting to operate in the sector as an electric power generation player through the commercialization of its surplus.
The year 2022 marked the growth of this segment through the acquisition of relevant renewable generation assets, tripling its generation capacity, as shown below:
On June 30, 2022, CSN Cimentos and CSN Energia completed the acquisition of PCH Sacre II, located in the municipality of Brasnorte – MT, with an installed capacity of 30 MW and of PCH Santa Ana, located in the municipality of Angelina – SC, with an installed capacity of 6.50 MW.
On October 7, 2022, CSN Mineração and CSN Energia completed the acquisition of the Quebra-Queixo Hydroelectric Power Plant, located in the city of Ipuaçu - SC, with installed capacity of 120 MW.
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(In thousands of Reais, unless stated otherwise) | |
On October 21, 2022, Companhia Florestal do Brasil ("CFB") completed the acquisition of 66.23% of the shares of Companhia Estadual de Geração de Energia Elétrica – CEEE-G, with plants located in the state of Rio Grande do Sul, increasing the CSN group's installed capacity by 746 MW. On December 22, 2022, Companhia Florestal do Brasil ("CFB") completed the acquisition of Eletrobrás' 32.74% interest in Companhia Estadual de Geração de Energia Elétrica - CEEE-G. This acquisition increased CSN's installed generation capacity by 380 MW.
With the acquisitions, the CSN group now holds a portfolio
of generation assets with an installed capacity of
2,010 MW, as follows:
1. | Itá Hydroelectric Power Plant, located in the state of Santa Catarina, in which CSN holds a 29.50% stake through the SPE ITASA, with installed capacity equivalent to its participation of 428 MW; |
2. | Igarapava Hydroelectric Power Plant, located in Minas Gerais, in which CSN holds 17.92% participation in the consortium, with installed capacity equivalent to its participation of 38 MW; |
3. | Thermoelectric Cogeneration Center CTE#1, CTE#2 and TRT – Top Recovery Turbine, operating at Presidente Vargas Plant with installed capacity of 10 MW, 235 MW and 22 MW respectively, using industrial gases recirculated from steel production as fuel; |
4. | Sacre II Small Hydroelectric Power Plant, located in the state of Mato Grosso, with installed capacity of 30 MW, of which CSN Cimentos holds full control of the asset through indirect control of the Brasil Central Energia SPE; |
5. | Santa Ana Small Hydroelectric Power Plant, located in the state of Santa Catarina, with installed capacity of 6.5 MW, of which CSN Cimentos holds full control of the asset through direct control of the Santa Ana Energética SPE; |
6. | Quebra Queixo Hydroelectric Power Plant, located in the state of Santa Catarina, with an installed capacity of 120 MW, of which CSN Mineração holds full control of the asset through direct control of the SPE of CEC – Companhia Energética Chapecó; |
7. | Cachoeira dos Macacos Small Hydroelectric Power Plant, located in the state of Minas Gerais, with installed capacity of 3.4 MW, of which CSN Cimentos holds full control of the asset, through the acquisition of LafargeHolcim; |
8. | Companhia Estadual de Geração de Energia Elétrica – CEEE-G, located in Rio Grande do Sul state, with a platform of 13 own Hydroelectric Plants, wind and solar assets, plus minority participation in other ventures, reflecting an installed capacity of 1,119 MW. |
· | Cement |
The Cement segment, which operates through CSN Cimentos, consolidates the production, commercialization, and distribution operations of cement, aggregates, and concrete. In the factories located in the Southeast, the slag used is the same produced by the blast furnaces of the Presidente Vargas Plant itself, in Volta Redonda/RJ.
The Company grew in this segment through the acquisition of Elizabeth Cimentos S.A. on August 31, 2021, and LafargeHolcim (Brazil) S.A. on September 6, 2022. With these acquisitions, the cement production capacity was increased by 12.3 million tons per year and the product portfolio came to include, in addition to Cement, also Aggregates and Concrete. With all combined operations, CSN's Cement segment is currently the second largest in Brazil, from the perspective of effective productive capacity, totaling 17 million tons.
The cement plants are located in the states of Minas Gerais (Arcos, Pedro Leopoldo, Barroso, and Montes Claros), Rio de Janeiro (Volta Redonda, Cantagalo, and Rio de Janeiro), Paraíba (Alhandra and Caaporã), Espírito Santo (Vitória), Bahia (Candeias), Goiás (Cocalzinho de Goiás), and São Paulo (Sorocaba). The production process occurs basically through grinding the main raw materials which include clinker, limestone, gypsum, and slag.
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(In thousands of Reais, unless stated otherwise) | |
The sites are divided into two modalities: integrated factories and milling. The integrated factories have limestone mine and furnace for clinker production, they are: Arcos, Barroso, Pedro Leopoldo, Montes Claros, Alhandra, Caaporã and Cantagalo. The grinding mills do not produce their own clinker, they are supplied with their own clinker (transfer between plants) and/or third-party sources, which are: Volta Redonda, Rio de Janeiro, Vitória, Candeias, Cocalzinho and Sorocaba.
The company currently serves the cement market with a broad product portfolio suitable for both the technical segment and the distribution market, according to ABNT NBR 16697. The cement is marketed in both bagged and bulk form.
In addition to the above operations, CSN Cimentos Brasil also holds two electric power generation assets acquired on June 30, 2022: the Santa Ana Small Hydroelectric Power Plant (PCH), located in the municipality of Angelina – SC, with an installed capacity of 6.50 MW, and the Sacre II Small Hydroelectric Power Plant (PCH), located in the municipality of Brasnorte – MT, with an installed capacity of 30 MW.
On August 31, 2023, an Extraordinary General Meeting approved the merger of CSN Cimentos by CSN Cimentos Brasil, with the consequent transfer of the entire patrimony, assets (movable and immovable), rights, and obligations, according to the terms of the "Incorporation Protocol and Justification of CSN Cimentos S.A. by CSN Cimentos Brasil S.A.". Thus, CSN Cimentos was extinguished, all of its shares were cancelled and, in replacement, its shareholders received shares of CSN Cimentos Brasil. All activities carried out by CSN Cimentos are now carried out by CSN Cimentos Brasil. On June 30, 2023, the Appraisal Report of CSN Cimentos' equity was prepared, serving as the basis for defining a capital increase in CSN Cimentos Brasil in the amount of R$ 2,383,276.
· | Sales by Geographic Area |
Sales by geographic area are determined based on customers' location. National sales on a consolidated basis are represented by revenues from customers located in Brazil and export sales represent revenues from customers located abroad.
Result by segment
For the purposes of preparing and presenting information by business segment, Management decided to maintain the proportional consolidation of the jointly controlled companies, as historically presented. For the purpose of consolidating the income statement, the values of these companies are eliminated in the column "Corporate expenses/elimination".
12/31/2024 | ||||||||||||||||||
P&L | Ref. | Steel | Mining | Logistics | Energy | Cement | Corporate expenses/elimination | Consolidated | ||||||||||
Port | Railroads | |||||||||||||||||
Net revenues | 23,178,678 | 13,092,645 | 352,508 | 2,892,041 | 521,465 | 4,766,343 | (1,116,220) | 43,687,460 | ||||||||||
In Brazil | 16,901,495 | 1,510,550 | 352,508 | 2,892,041 | 521,465 | 4,766,343 | (4,604,004) | 22,340,398 | ||||||||||
Abroad | 6,277,183 | 11,582,095 | 3,487,784 | 21,347,062 | ||||||||||||||
Cost of sales and services | 26 | (21,759,435) | (8,202,297) | (262,061) | (1,674,401) | (419,138) | (3,384,409) | 3,711,045 | (31,990,696) | |||||||||
Gross profit | 1,419,243 | 4,890,348 | 90,447 | 1,217,640 | 102,327 | 1,381,934 | 2,594,825 | 11,696,764 | ||||||||||
General and administrative expenses | 26 | (1,289,952) | (267,173) | (11,336) | (266,128) | (48,674) | (815,797) | (3,610,236) | (6,309,296) | |||||||||
Other operating income/(expenses), net | 27 | (864,103) | (10,803) | (13,266) | 270,024 | (61,065) | (94,899) | (791,382) | (1,565,494) | |||||||||
Equity in results of affiliated companies | 9 | 448,048 | 448,048 | |||||||||||||||
Operating result before Financial Income and Taxes | (734,812) | 4,612,372 | 65,845 | 1,221,536 | (7,412) | 471,238 | (1,358,745) | 4,270,022 | ||||||||||
Sales by geographic area | ||||||||||||||||||
Asia | 10,698,348 | 3,487,784 | 14,186,132 | |||||||||||||||
North America | 1,750,998 | 1,750,998 | ||||||||||||||||
Latin America | 70,752 | 70,752 | ||||||||||||||||
Europe | 4,455,433 | 825,935 | 5,281,368 | |||||||||||||||
Others | 57,812 | 57,812 | ||||||||||||||||
Foreign market | 6,277,183 | 11,582,095 | 3,487,784 | 21,347,062 | ||||||||||||||
Domestic market | 16,901,495 | 1,510,550 | 352,508 | 2,892,041 | 521,465 | 4,766,343 | (4,604,004) | 22,340,398 | ||||||||||
Total | 23,178,678 | 13,092,645 | 352,508 | 2,892,041 | 521,465 | 4,766,343 | (1,116,220) | 43,687,460 |
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(In thousands of Reais, unless stated otherwise) | |
12/31/2023 | ||||||||||||||||||
P&L | Ref. | Steel | Mining | Logistics | Energy | Cement | Corporate expenses/elimination | Consolidated | ||||||||||
Port | Railroads | |||||||||||||||||
Net revenues | 22,717,486 | 17,135,648 | 265,949 | 2,644,949 | 545,735 | 4,510,553 | (2,382,370) | 45,437,950 | ||||||||||
In Brazil | 16,516,265 | 1,804,173 | 265,949 | 2,644,949 | 545,735 | 4,510,553 | (4,209,084) | 22,078,540 | ||||||||||
Abroad | 6,201,221 | 15,331,475 | 1,826,714 | 23,359,410 | ||||||||||||||
Cost of sales and services | 26 | (21,008,013) | (9,931,881) | (248,938) | (1,492,728) | (441,281) | (3,644,362) | 3,292,014 | (33,475,189) | |||||||||
Gross profit | 1,709,473 | 7,203,767 | 17,011 | 1,152,221 | 104,454 | 866,191 | 909,644 | 11,962,761 | ||||||||||
General and administrative expenses | 26 | (1,218,767) | (421,218) | (10,558) | (218,878) | (57,854) | (557,585) | (2,005,123) | (4,489,983) | |||||||||
Other operating income/(expenses), net | 27 | (1,065,188) | (974,590) | (675) | 10,390 | 188,866 | (253,931) | (542,032) | (2,637,160) | |||||||||
Equity in results of affiliated companies | 9 | 351,131 | 351,131 | |||||||||||||||
Operating result before Financial Income and Taxes | (574,482) | 5,807,959 | 5,778 | 943,733 | 235,466 | 54,675 | (1,286,380) | 5,186,749 | ||||||||||
Sales by geographic area | ||||||||||||||||||
Asia | 14,714,924 | 1,826,714 | 16,541,638 | |||||||||||||||
North America | 1,671,773 | 1,671,773 | ||||||||||||||||
Latin America | 132,219 | 132,219 | ||||||||||||||||
Europe | 4,397,229 | 616,551 | 5,013,780 | |||||||||||||||
Foreign market | 6,201,221 | 15,331,475 | 1,826,714 | 23,359,410 | ||||||||||||||
Domestic market | 16,516,265 | 1,804,173 | 265,949 | 2,644,949 | 545,735 | 4,510,553 | (4,209,084) | 22,078,540 | ||||||||||
Total | 22,717,486 | 17,135,648 | 265,949 | 2,644,949 | 545,735 | 4,510,553 | (2,382,370) | 45,437,950 |
Accounting Policy
An operating segment is a component of the Group committed to the business activities, from which it can earn revenue and incur expenses, including income and expenses related to transactions with any other components of the Group. All results of operating segments are regularly reviewed by CSN’s Executive Board to make decisions about the resources to be allocated to the segment and to evaluate its performance, and for which different financial information is available.
30. | EMPLOYEE BENEFITS |
The pension plans granted cover substantially all employees. The plans are administered by the Caixa Beneficente dos Empregados da CSN ("CBS"), a private and non-profit pension fund, established in July 1960.
Until December 1995, CBS Previdência managed two defined benefit plans based on years of service, salary, and social security benefits. On December 27, 1995, the then Social Security Complementary Secretariat ("SPC") approved the implementation of a new benefit plan, effective from that date, called Mixed Supplementary Benefit Plan ("Mixed Plan"), structured as a variable contribution plan, which has been closed to new enrollments since September 2013. From that date, all new employees must adhere to the CBSPrev Plan, structured in the defined contribution modality, also created in September 2013.
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(In thousands of Reais, unless stated otherwise) | |
The guarantor resources of CBS are invested mainly in repurchase agreements (backed by federal government securities), federal government securities indexed to inflation, stocks, loans and real estate. As of December 31, 2024, CBS held 6,772,052 common shares of CSN (3,486,252 as of December 31, 2023). The total guaranteed resources of the entity totaled R$ 6.5 billion as of December 31, 2024 (R$ 6.4 billion as of December 31, 2023). CBS fund managers seek to combine plan assets with long-term benefit obligations to be paid. The pension funds in Brazil are subject to certain restrictions related to their ability to invest in foreign assets and, consequently, the funds mainly invest in securities in Brazil.
These are considered Guarantor Resources, the available assets and investments of the Benefit Plans, not including the values of contracted debts with sponsors.
For defined benefit plans, called "35% of Salary Average" and "Salary Average Supplementation Plan", the Company maintains a financial guarantee with CBS Previdência, the entity that administers the mentioned plans, with the objective of maintaining financial and actuarial balance in case of any future actuarial loss or actuarial gain.
In accordance with current legislation specific to the pension fund market, for the last 4 fiscal years (2021, 2022, 2023, and 2024), there was no need for CSN to make payments, as the defined benefit plans showed actuarial gains in the fiscal year.
CSN Cimentos Brasil also sponsors the Mauá Prev. This is a variable contribution plan that was offered to employees until the company was acquired by the CSN Group. The following tables summarize the components of net periodic benefit cost recognized in the income statement for Mauá Prev, as well as the capitalization status and amounts that may be recognized in the balance sheet as of December 31, 2024 and 2023.
30.a) | Description of pension plans |
35% of average salary plan
This plan, which began on February 1, 1966, is a defined benefit plan designed to provide life annuities (service, special, disability or retirement) equal to 35% of the adjusted average of the participant's last 12 salaries. The plan also guarantees the payment of sickness allowance to the participant licensed by the Official Pension Plan and also guarantees the payment of cash, death allowance and pecuniary allowance. This plan was deactivated on October 31, 1977, when the average wage supplementation plan came into force.
Average salary supplementation plan
This plan began on November 1, 1977 and is a defined benefit plan. Its objective is to complement the difference between the adjusted average of the participant's last 12 salaries and the Official Social Security benefit for retirement, also on a lifetime basis. As in the 35% plan, there is coverage of sick pay, death and pension benefits. This plan was deactivated on December 26, 1995, with the creation of the mixed supplementary benefit plan.
Mixed Supplemental Benefit Plan
Started on December 27, 1995, it is a variable contribution plan. In addition to the scheduled retirement benefit, risk benefits are provided (active pension, disability, and sick leave/accident aid). In this plan, the retirement benefit is calculated based on what was accumulated through monthly contributions from participants and sponsors, as well as each participant's choice for receiving the benefit, which can be lifelong (with or without continuity of death pension) or based on a percentage applied to the balance of the benefit-generating fund (indefinite term loss). After retirement is granted, the plan has the characteristic of a defined benefit plan, if the participant has chosen to receive their benefit in the form of a lifetime monthly income. This plan was deactivated on September 16, 2013, when the CBSPrev plan went into effect.
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(In thousands of Reais, unless stated otherwise) | |
CBS Prev Plan
On September 16, 2013, the new CBSPrev pension plan began, which is a defined contribution plan. In this plan, the retirement benefit is determined based on what has been accumulated through monthly contributions from participants and sponsors. Each participant's option for receiving the benefit can be: (a) receive a portion upfront (up to 25%) and the remaining balance through monthly income as a percentage applied to the benefit-generating fund, not applicable to death pension benefits, (b) receive only through monthly income as a percentage applied to the benefit-generating fund.
With the creation of the CBSPrev plan, the Mixed Supplementary Benefit Plan was deactivated for the entry of new participants starting September 16, 2013.
Mauá Prev Plan
The Mauá Prev plan is offered by CSN Cimentos Brasil S.A. (previously named LafargeHolcim Brasil S.A.) acquired in 2022 and sponsors the Mauá Prev Retirement Plan to its employees. This is the plan that the company made available to all its employees in Brazil as of December 1, 2016. Until 2009, its predecessor, Lafarge Brasil S/A, sponsored two plans, a defined contribution plan and a defined benefit plan. On July 1, 2009, the plans were merged, resulting in only one variable contribution plan, safeguarding the acquired rights of those who had already completed the eligibility requirements of the defined benefit rules. Furthermore, the Company has registered in a collective agreement part of its plant’s commitments related to the bonus, due on the occasion of the dismissal of the retired employee by Social Security. The following tables present the commitments related to this bonus, as well as the capitalization status and the amounts that can be recognized in the balance sheet.
ACT Plan
CSN Cimentos Brasil (CIBR) has post-employment benefits linked to Collective Bargaining Agreements (ACT), which provides for the payment of multiple salaries, as well as compensation from the FGTS (Guarantee Fund for Length of Service) if the employee leaves the company due to retirement.
30.b) | Investment policy |
The investment policy establishes principles and guidelines governing the investment of resources entrusted to the entity, aiming to promote the necessary security, liquidity, and profitability to ensure balance between plan assets and liabilities. This policy is based on the Asset Liability Management (ALM) study, which takes into account the benefits of participants and beneficiaries of each plan.
The investment plan is revised annually and approved by the Deliberative Council, considering a 5-year horizon, as established by CGPC resolution no. 7, of December 4, 2003. The investment limits and criteria established in the policy are based on Resolution 4.661/18, published by the National Monetary Council ("CMN").
30.c) | Benefits granted and to be granted |
The actuarial calculations are updated at the end of each fiscal year by external actuaries and presented in the financial statements in accordance with CPC 33 (R1) - Employee Benefits and IAS 19 - Employee Benefits.
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Actuarial asset | Actuarial liabilities | ||||||
Benefits of pension plans | (47,708) | (39,530) | 18,884 | 22,771 | |||
Post-employment healthcare benefits | 454,161 | 481,118 | |||||
(47,708) | (39,530) | 473,045 | 503,889 | ||||
Parent Company | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Actuarial asset | Actuarial liabilities | ||||||
Benefits of pension plans | (37,059) | (31,007) | |||||
Post-employment healthcare benefits | 454,161 | 481,118 | |||||
(37,059) | (31,007) | 454,161 | 481,118 |
The reconciliation of assets and liabilities of employee benefits is presented below:
Consolidated | |||
12/31/2024 | 12/31/2023 | ||
Present value of defined benefit obligation | 2,904,023 | 3,329,075 | |
Fair value of plan assets | (3,683,575) | (3,713,099) | |
Deficit(Surplus) | (779,552) | (384,024) | |
Restriction to actuarial assets due to recovery limitation | 750,728 | 367,265 | |
Liabilities (Assets), net | (28,824) | (16,759) |
The change in the present value of the defined benefit obligation is shown below:
Consolidated | |||
12/31/2024 | 12/31/2023 | ||
Present value of obligations at the beginning of the year | 3,329,075 | 3,117,307 | |
Cost of service | 1,509 | 1,152 | |
Interest cost | 298,872 | 347,297 | |
Participant contributions made in the year | 1,348 | 1,404 | |
Benefits paid | (334,094) | (324,750) | |
Actuarial loss/(gain) | (392,687) | 186,665 | |
Present value of obligations at the end of the year | 2,904,023 | 3,329,075 |
The change in the fair value of the plan assets is shown below:
Consolidated | |||
12/31/2024 | 12/31/2023 | ||
Fair value of plan assets at the beginning of the year | (3,713,099) | (3,572,869) | |
Interest income | (335,322) | (401,054) | |
Benefits Paid | 333,037 | 324,750 | |
Participant contributions made in the year | (1,348) | (1,404) | |
Employer contributions made in the year | (165) | (184) | |
Return on plan assets (less interest income) | 33,322 | (62,338) | |
Fair value of plan assets at the end of the year | (3,683,575) | (3,713,099) |
The composition of the amounts recognized in the income statement is shown below:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | |||
12/31/2024 | 12/31/2023 | ||
Cost of current service | 1,509 | 1,152 | |
Interest cost | 298,872 | 347,297 | |
Expected return on plan assets | (335,322) | (401,054) | |
Interest on the asset ceiling effect | 34,663 | 50,076 | |
Total costs / (income), net | (278) | (2,529) |
The (cost)/revenue is recognized in the income statement in other operating expenses.
The change in actuarial gains and losses is shown below:
Consolidated | |||
12/31/2024 | 12/31/2023 | ||
Actuarial losses and (gains) | (392,687) | 186,665 | |
Return on plan assets (less interest income) | 33,322 | (62,338) | |
Change in the asset’s limit (excluding interest income) | 348,800 | (109,355) | |
Total cost of actuarial losses and (gains) | (10,565) | 14,972 |
The breakdown of actuarial gains and losses is shown below:
Consolidated | |||
12/31/2024 | 12/31/2023 | ||
Loss due to change in financial assumptions | (448,752) | 194,988 | |
Loss due to experience adjustments | 60,215 | (13,933) | |
Loss due to changes in assumptions | (4,150) | 5,610 | |
Return on plan assets (less interest income) | 33,322 | (62,338) | |
Change in the asset’s limit (excluding interest income) | 348,800 | (109,355) | |
Actuarial losses and (gains) | (10,565) | 14,972 |
The main actuarial assumptions used were as follows:
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(In thousands of Reais, unless stated otherwise) | |
12/31/2024 | 12/31/2023 | ||
Actuarial financing method | Projected unit credit | Projected unit credit | |
Functional currency | Real (R$) | Real (R$) | |
Recognition of plan assets | Fair value | Fair value | |
Real discount rate | Millennium Plan: 7.12% | Millennium Plan: 5.36% | |
Plan 35%: 7.46% |
Plan 35%: 5.32% | ||
Supplementation: 7.43% | Supplementation: 5.33% | ||
Mauá Prev: 7.34% | Mauá Prev: 5.34% | ||
Inflation rate | 4.96% | 3.90% | |
Nominal salary increase rate | 1.00% | 1.00% | |
Nominal benefit increase rate | 4.96% | 3.90% | |
Rate of return on investments | Millennium Plan: 7.12% | Millennium Plan: 5.36% | |
Plan 35%: 7.46% | Plan 35%: 5.32% | ||
Supplementation : 7.43% | Supplementation : 5.33% | ||
Mauá Prev: 7.34% | Mauá Prev: 5.34% | ||
General mortality table | Millennium Plan: AT-2012 segregated by gender | Millennium Plan: AT-2012 segregated by gender | |
Plans 35% : AT-2000 Male, aggravated by 15% | Plans 35% : AT-2000 Male, aggravated by 15% | ||
Supplementation: AT-2000 segregated by gender, aggravated by 10% | Supplementation: AT-2000 segregated by gender, aggravated by 10% | ||
Mauá Prev: AT-2000 segregated by gender | Mauá Prev: AT-2000 segregated by gender | ||
Millennium Plan: Easy light | Millennium Plan: AT-2012 segregated by gender | ||
Disability table | Mauá Prev and ACT: ALVARO VINDAS (D50%) | Mauá Prev and ACT: IAPB57 | |
Other Plans: Not applicable | Other Plans: Not applicable | ||
Disability mortality table | Millennium Plan: AT 71 | Millennium Plan: AT 71 | |
Plans 35%: MI-2006 - 10% M&F | Plans 35%: MI-2006 - 10% M&F | ||
Supplementation: Winklevoss - 10% | Supplementation: Winklevoss - 10% | ||
Mauá Prev and ACT: IAPB-57 | Mauá Prev E ACT: Álvaro Vindas smoothed by 50% | ||
Turnover table | Millennium Plan 5% per year | Millennium Plan 5% per year | |
Maua Prev: MercerService | Maua Prev: MercerService | ||
Other Plans: Not applicable | Other Plans: Not applicable | ||
Retirement age | 100% on the first date he/she becomes eligible for programmed retirement benefit under the plan | 100% on the first date he/she becomes eligible for programmed retirement benefit under the plan | |
Household of active participants | For the Mauá Prev and ACT Plans, 90% of participants are expected to be married at retirement, while this figure is 95% for other Plans. Female spouses are assumed to be 4 years younger than male participants. | For the Mauá Prev and ACT Plans, 90% of participants are expected to be married at retirement, while this figure is 95% for other Plans. Female spouses are assumed to be 4 years younger than male participants. |
The assumptions regarding the mortality table are based on published statistics and mortality tables. These tables translate into an average life expectancy in years of employees aged 65 years and 40 years:
Plan covering 35% of the average salary | Average salary supplementation plan | Mixed supplementary benefit plan (Milênio Plan) | Plan ACT | Mauá Prev | ||||||||||
Longevity at age of 65 for current participants | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Male | 18.38 | 18.38 | 18.75 | 18.75 | 21.47 | 21.47 | 21.47 | 21.47 | 21.47 | 20.24 | ||||
Female | 18.38 | 18.38 | 21.41 | 21.41 | 23.34 | 23.34 | 23.34 | 23.34 | 23.34 | 20.24 | ||||
Longevity at age of 40 for current participants | ||||||||||||||
Male | 40.15 | 40.15 | 40.60 | 40.60 | 44.07 | 44.07 | 44.07 | 44.07 | 44.07 | 42.74 | ||||
Female | 40.15 | 40.15 | 44.41 | 44.41 | 46.68 | 46.68 | 46.68 | 46.68 | 46.68 | 42.74 |
Allocation of plan assets:
12/31/2024 | 12/31/2023 | |||||
Variable income | 358,124 | 9.72% | 190,455 | 5.13% | ||
Fixed income | 2,916,385 | 79.17% | 3,143,056 | 84.65% | ||
Real estate | 225,421 | 6.12% | 201,870 | 5.44% | ||
Others | 183,645 | 4.99% | 177,718 | 4.78% | ||
Total | 3,683,575 | 100.00% | 3,713,099 | 100.00% |
Assets invested in variable income are mainly invested in CSN shares.
Fixed income assets are mainly composed of bonds and National Treasury Notes (“NTN-B”).
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(In thousands of Reais, unless stated otherwise) | |
Real estate refers to buildings valued by a specialized asset valuation company. There are no assets in use by CSN and its subsidiaries.
30.d) | Expected contributions for the following year and expense for the year |
For the mixed supplementary benefit plan, the expense in 2024 was R$ 314 (R$ 305 on December 31, 2023).
In 2025 for the mixed supplementary benefit plan, expected contributions for the defined contribution portion are in the amount of R$ 4,842 and R$ 309 for the defined benefit portion (risk benefits).
30.e) | Sensitivity analysis |
The quantitative sensitivity analysis regarding significant hypotheses for pension plans as of December 31, 2024 is demonstrated below:
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(In thousands of Reais, unless stated otherwise) | |
12/31/2024 | |||
Consolidated Effect of Plans | |||
Assumption: Discount rate | |||
Sensitivity level | 0.5% | -0.5% | |
Effect on current service cost and on interest on actuarial obligations | (12,231) | 13,065 | |
Effect on present value of obligations | (97,251) | 103,859 | |
Assumption: Salary growth | |||
Sensitivity level | 0.5% | -0.5% | |
Effect on current service cost and on interest on actuarial obligations | 160 | (154) | |
Effect on present value of obligations | 1,093 | (1,048) | |
Assumption: Mortality table | |||
Sensitivity level | 0.5% | -0.5% | |
Effect on current service cost and on interest on actuarial obligations | 1,763 | (1,763) | |
Effect on present value of obligations | 13,886 | (13,886) | |
Assumption: Benefit adjustment | |||
Sensitivity level | +1 year | - 1 year | |
Effect on current service cost and on interest on actuarial obligations | 8,375 | (8,505) | |
Effect on present value of obligations | 66,060 | (67,101) |
Following are the expected benefits for future years for defined benefit plans:
Forecast payments | 2024 | 2023 | |
Year 1 | 349,582 | 339,223 | |
Year 2 | 325,518 | 316,898 | |
Year 3 | 316,201 | 309,058 | |
Year 4 | 306,861 | 299,948 | |
Year 5 | 296,668 | 291,230 | |
Next 5 years | 1,323,196 | 1,307,118 | |
Total forecast payments | 2,918,026 | 2,863,475 |
30.f) | Post-employment Health Plan |
It refers to the health plan created on December 1, 1996, exclusively to cover former retired employees, pensioners, amnesties, ex-combatants, widows of labor accident victims and retirees until March 20, 1997 and their respective legal dependents. Since then, the health plan has not allowed the inclusion of new beneficiaries. The Plan is sponsored by CSN.
The amounts recognized in the balance sheet were determined as follows:
12/31/2024 | 12/31/2023 | |
Present value of obligations | 454,161 | 481,118 |
Liabilities | 454,161 | 481,118 |
The reconciliation of health benefit liabilities is as follows:
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(In thousands of Reais, unless stated otherwise) | |
12/31/2024 | 12/31/2023 | |
Actuarial liability at the beginning of the year | 481,118 | 537,290 |
Expenses recognized in income for the year | 42,749 | 58,737 |
Sponsor’s contributions transferred in prior year | (51,884) | (51,788) |
Recognition of actuarial loss/(gain) | (17,822) | (63,121) |
Actuarial liability at the end of the year | 454,161 | 481,118 |
The actuarial gains and losses recognized in equity are as follows:
12/31/2024 | 12/31/2023 | |
Actuarial gain (loss) on obligation | (17,822) | (63,121) |
Gain/(loss) recognized in shareholders' equity | (17,822) | (63,121) |
The following is the weighted average life expectancy based on the mortality table used to determine actuarial obligations:
12/31/2024 | 12/31/2023 | ||
Longevity at age of 65 for current participants | |||
Male | 20.24 | 20.24 | |
Female | 20.24 | 20.24 | |
Longevity at age of 40 for current participants | |||
Male | 42.74 | 42.74 | |
Female | 42.74 | 42.74 |
Below is the weighted average life expectancy based on the mortality table used to determined actuarial obligations:
12/31/2024 | 12/31/2023 | ||
Biometric and Demographic | |||
General mortality table | AT 2000 separated by gender 20% | AT 2000 segregated by gender 20% | |
Financial | |||
Actuarial nominal discount rate | 13.01% | 5.33% | |
Inflation | 4.96% | 3.90% | |
Real increase in medical costs based on age (Aging Factor) | 0.5% - 3.00% real a.a. | 0.5% - 3.00% real a.a. | |
Nominal increase medical costs growth rate | 4,10% | 4.10% | |
Average medical cost (Claim cost) | 1,320.89 | 1,204.48 |
30.g) | Sensitivity analysis |
The quantitative sensitivity analysis for significant assumptions for the post-employment health plans as of December 31, 2024 is as follows:
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(In thousands of Reais, unless stated otherwise) | |
12/31/2024 | |||
Healthcare Plan | |||
Assumption: Discount rate | |||
Sensitivity level | 0.5% | -0.5% | |
Effect on current service cost and on interest on actuarial obligations | (1,653,603) | 1,759,748 | |
Effect on present value of obligations | (12,709,824) | 13,525,671 | |
Assumption: Medical Inflation | |||
Sensitivity level | 1.0% | -1.0% | |
Effect on current service cost and on interest on actuarial obligations | 4,032,880 | (3,612,889) | |
Effect on present value of obligations | 30,997,282 | (27,769,167) | |
Assumption: Benefit adjustment | |||
Sensitivity level | +1 year | - 1 year | |
Effect on current service cost and on interest on actuarial obligations | (3,191,999) | 3,354,304 | |
Effect on present value of obligations | (24,534,152) | 25,781,654 |
Following are the expected benefits for future years of the post-employment health plans:
Forecast benefit payments | 12/31/2024 | 12/31/2023 | ||
Year 1 | 66,468 | 57,627 | ||
Year 2 | 62,452 | 54,710 | ||
Year 3 | 58,572 | 51,820 | ||
Year 4 | 54,760 | 48,925 | ||
Year 5 | 51,020 | 46,015 | ||
Next 5 years | 202,310 | 187,093 | ||
Total forecast payments | 495,582 | 446,190 |
Accounting Policy
Long-term employee benefits
A defined contribution plan is a post-employment benefit plan in which the Company pays contributions to CBS. Obligations for contributions to defined contribution pension plans are recognized as employee benefit expenses in the income statement during the periods in which services are provided by employees. In this modality, the Company will have no legal or constructive obligation to pay additional amounts, as the risks fall on the employees.
For the defined benefit plan, the obligations are valued annually by independent actuaries using the unit credit method, with assumptions including biometric, demographic, financial and economic hypotheses. The discount rate is applied to set the present value of benefit obligations defined, the fair value of the assets is also determined. The amount recognized in the Company's balance sheet is the net of obligations after the discount rate less the fair value of assets.
When the calculation results in a benefit for the Company, the asset to be recognized is limited to the total of any unrecognized past service costs and the present value of economic benefits available in the form of future plan refunds or reduction in future plan contributions. Actuarial gains and losses resulting from defined benefit plans immediately in other comprehensive income. In the event of termination of the plan, the accumulated actuarial gains and losses are recorded in the income statement.
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(In thousands of Reais, unless stated otherwise) | |
Short-term employee benefits
Payments of benefits such as salary or vacation, as well as the respective labor charges levied on these benefits are recognized monthly in the income statement, respecting the accrual basis.
Employee profit sharing and executive variable compensation are linked to the achievement of operational and financial targets. The Company recognizes a liability and an expense substantially when these targets are achieved, allocating them to the production cost or operational expenses.
31. | COMMITMENTS |
31.a) | Take-or-pay contracts |
As of December 31, 2024, the Company was a party to take-or-pay contracts as shown in the following table:
Payments in the period | ||||||||||
Type of service | 2024 | 2025 | 2026 | After 2026 | Total | |||||
Transportation of iron ore, coal, coke, steel products, cement and mining products. | 2,196,306 | 1,980,843 | 1,571,822 | 2,075,188 | 7,824,159 | |||||
Supply of power, natural gas, oxygen, nitrogen, argon and iron ore pellets. | 567,043 | 558,396 | 456,737 | 842,653 | 2,424,829 | |||||
Processing of slag generated during pig iron and steel production. | 21,259 | 1,768 | 23,027 | |||||||
Oil Storage and Handling | 3,576 | 2,716 | 2,607 | 7,822 | 16,721 | |||||
Labor and consultancy services | 26,257 | 30,962 | 30,962 | 123,846 | 212,027 | |||||
2,814,441 | 2,574,685 | 2,062,128 | 3,049,509 | 10,500,763 |
31.b) | Projects and other commitments |
The Transnordestina Project, which corresponds to Network II of the Northeast Railway Network, includes 1,753 km of state-of-the-art, large-caliber railway network. The project has an evolution of 64.13% and was expected to be completed in 2017.
On December 23, 2022, following extensive negotiations involving ANTT, TCU, and the Ministry of Infrastructure, the first amendment to the concession contract was signed, redefining the scope and completion deadlines for TLSA's railway sections. Notably, it provided for the return of the SPS section, resulting in a project with the current 1,206 km of railway network and a completion deadline of August 2029. With this act, it also ended the discussion of the administrative procedure for recommendation of forfeiture, which was being processed by the National Land Transportation Agency ("ANTT").
The Company expects that the investments will allow TLSA, the concession holder of the Transnordestina Project, to transport various products, such as soybeans, corn, iron ore, limestone, cotton, sugarcane, fertilizers, oil and fuels. The concession period ends in 2057, and may be terminated before that period if the concession holder reaches the minimum return agreed with the Government. TLSA obtained the required environmental authorizations for the sections under construction, and implementation is advancing. Currently in Ceará, infrastructure works are ongoing in lots 04 to 07 and mobilization is in progress for lot 11, all related to the section connecting Missão Velha to Pecém Port (MVP). In parallel, maintenance services are being performed on tracks 1 and 2 of the railway project, specifically – from lot 03 (14km) to lot 07 of the Eliseu Martins (PI)/Trindade (PE) section, Salgueiro (PE)/Trindade (PE section, Salgueiro (PE)/Missão Velha (CE) section, and MVP lots 01 to 03 of the Missão Velha (CE)/Pecém (CE) section.
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(In thousands of Reais, unless stated otherwise) | |
It is scheduled to occur still in 2025, the start of the commissioned Operation that will take place between the Municipalities of Bela Vista do Piauí (PI) and Iguatu (CE).
· FTL – Ferrovia Transnordestina Logística S.A. (Operational network)
Regarding Malha I, operated by FTL – Ferrovia Transnordestina Logística S.A. ("FTL"), the Company filed a request in July 2022 for Early Extension of the concession contract for an additional 30 years, based on meeting legal requirements and performance targets established by ANTT regarding production volume and safety. Thus, despite an ANTT administrative procedure in 2013 that resulted in a recommendation for the concession contract to lapse, a decision was issued on December 13, 2022, by the Court of Accounts (TCU), Judgment No. 2769/2022, which determined that ANTT and the Ministry of Infrastructure (at the time), within their respective jurisdictions, should adopt measures toward a definitive solution for the concession contract of the network granted to FTL. In September 2023, based on the final report of the working group, the Ministry of Transportation issued OFFICIAL LETTER No. 448/2023/SE to ANTT informing the closure of the recommendation for termination issued in ANTT Deliberation No. 947/2019, of October 22, 2019. Therefore, given the positive negotiation environment for the concession contract and FTL's growth, with record production and EBITDA achievements, the company considers the Early Extension of the concession contract imminent to definitively resolve the mentioned contractual pending issues.
32. | INSURANCE |
In order to adequately mitigate risks and in view of the nature of its operations, the Company contracts several types of insurance policy. The policies are contracted in line with the Risk Management policy and are similar to insurance contracted by other companies in the same industry as CSN and its subsidiaries. The coverages of these policies include National Transport, International Transport, Life and Personal Accident Insurance, Health, Vehicle Fleet, D&O (Directors and Officers Liability Insurance), General Liability, Engineering Risks, Export Credit, Guarantee Insurance, and Port Operator Liability.
The Company's insurance is contracted together with the insurance of its subsidiaries, however, there is no joint and several liability between the Company and companies of its economic group with CSN Mineração.
In 2024, after negotiation with insurers and reinsurers in Brazil and abroad, it was renewed from October 1, 2024 to September 30, 2025. Under the terms of said policy, the Maximum Indemnity Limit is US$ 450 million for locations with the Company's activities, combined for Property Damage and Business Interruption. Under the policy, the Company assumes a deductible of US$ 235 million for material damages and 45 days for loss of profits. The maximum indemnity limit of the policy is shared with other insured establishments.
The risk assumptions adopted, given their nature, are not part of the scope of the audit of the financial statements, consequently they have not been examined by our independent auditors.
33. | ADDITIONAL CASH FLOW INFORMATION |
The following table provides additional information about transactions related to the statement of cash flows:
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(In thousands of Reais, unless stated otherwise) | |
Consolidated | Parent Company | |||||||||
Ref. | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||
Income tax and social contribution paid | 1,319,426 | 1,407,469 | ||||||||
Addition to PP&E with interest capitalization | 10 and 28 | 206,764 | 182,799 | 80,457 | 58,174 | |||||
Remeasurement and addition – Right of use | 10.b | 299,650 | 197,525 | 41,973 | 3,992 | |||||
Addition to PP&E without adding cash | 32,128 | 114,877 | ||||||||
Capitalization in associate with no cash effect | 118,000 | 11,037 | 128,000 | 932,275 | ||||||
1,975,968 | 1,913,707 | 250,430 | 994,441 |
34. | OTHER COMPREHENSIVE INCOME |
Consolidated | Parent Company | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Net income/(loss) | (1,538,141) | 402,649 | (2,591,851) | (318,206) | ||||
Other comprehensive income | ||||||||
Items that will not be subsequently reclassified to the statement of income | ||||||||
Actuarial gains/(losses) over pension plan of subsidiaries, net of taxes | 28,073 | 33,236 | 28,548 | 34,710 | ||||
28,073 | 33,236 | 28,548 | 34,710 | |||||
Items that could be subsequently reclassified to the statement of income | ||||||||
Cumulative translation adjustments for the year | 679,250 | (142,939) | 679,250 | (142,939) | ||||
(Loss)/gain cash flow hedge accounting, net of taxes | (3,278,956) | 805,749 | (3,278,956) | 805,749 | ||||
Cash flow hedge reclassified to income upon realization, net of taxes | (137,082) | 240,886 | (137,082) | 240,886 | ||||
(Loss)/gain cash flow hedge accounting – “Platts” from investments in subsidiaries, net of taxes | (336,302) | 5,710 | (226,441) | 4,552 | ||||
(3,073,090) | 909,406 | (2,963,229) | 908,248 | |||||
(3,045,017) | 942,642 | (2,934,681) | 942,958 | |||||
Comprehensive income for the year | (4,583,158) | 1,345,291 | (5,526,532) | 624,752 | ||||
Attributable to: | ||||||||
Earnings attributable to the controlling interests | (5,526,532) | 624,752 | (5,526,532) | 624,752 | ||||
Earnings attributable to the non-controlling interests | 943,374 | 720,539 | ||||||
(4,583,158) | 1,345,291 | (5,526,532) | 624,752 |
35. | SUBSEQUENT EVENTS |
Maintenance stops of Blast Furnace #2 at the Presidente Vargas Plant, in Volta Redonda
On January 19, 2025, the Company conducted a scheduled maintenance stop for Blast Furnace #2 at Presidente Vargas Plant in Volta Redonda, aiming to reform and extend the asset's useful life by 8 years, without the need for additional costs or investments beyond the official projections previously anticipated by the Company. The mini-reform is part of its maintenance program and was properly planned in order not to generate impact on the results of the steel segment and its customers.
2nd Issue of Bonds
On January 23, 2025, COMPANHIA ESTADUAL DE GERAÇÃO DE ENERGIA ELÉTRICA – CEEE-G, an indirect subsidiary of CSN, approved its 2nd simple Debenture issuance, non-convertible into shares, of the unsecured type, with additional surety guarantee, in a single series, with a total value of R$ 1,200,000, with a unit nominal value of R$ 1 at the issuance date.
The 2nd Issuance is the subject of a public offering, under the automatic registration procedure, pursuant to Law No. 6.385 of December 7, 1976, CVM Resolution No. 160 of July 13, 2022, and other applicable legal and regulatory provisions, under the firm placement guarantee regime, and is intended for professional investors.
For all legal purposes and effects, the issue date of the Bonds is December 15, 2024. The Bonds, in accordance with the provisions in the Issuance Deed, will have a maturity period of 82 (eighty-two) days, counted from the Issuance Date, therefore maturing on March 7, 2025. The general conditions of the 2nd Issue are indicated in the minutes of the Company's Board of Directors' Meeting, which is available on the Company's investor relations page and on the CVM's website.
3rd Issue of bonds
On January 23, 2025, the same indirect subsidiary, CEEE-G, approved its 3rd issuance of simple Bonds, not convertible into shares, of the type with real guarantee, in up to two series, in the total amount of R$ 1,200,000, with unit nominal value of R$ 1, on the issue date.
The 3rd Issuance is the subject of a public offering, under the automatic registration procedure, pursuant to Law No. 6.385 of December 7, 1976, CVM Resolution No. 160 of July 13, 2022, and other applicable legal and regulatory provisions, under the firm placement guarantee regime, and is intended for the general investor public. The Bonds will meet the requirements of article 2 of Law No. 12.431, of June 24, 2011, so that their holders may be entitled to tax benefits in accordance with the law.
The First Series Bonds will have a maturity of 6,208 days from the date of issue and mature on December 14, 2041, and the Second Series Bonds will have a maturity of 6,209 days from the date of issue, maturing on December 15, 2041. The general conditions of the 3rd Issue are indicated in the minutes of the Company's Board of Directors' Meeting, which is available on the Company's investor relations page and on the CVM's website.
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(In thousands of Reais, unless stated otherwise) | |
Payment event for 1st Issue bonds
CEEE-G held on February 4, 2025, the Debenture Payment Event related to the 1st Issue. The debt settlement was made with a combination of the Issuer's own resources from its activities and/or other financing contracted through financial and/or capital markets (local), among others.
Execution of NCE, PPE and ACC contracts in the amount of US$ 275
In January and February 2025, the Company and its direct subsidiary, CSN Mineração, signed NCE (Export Credit Notes), PPE (Export Pre-Payments), and ACC (Foreign Exchange Contract Advances) contracts with financial institutions Credit Agricole, HSBC, and JP Morgan, totaling US$ 275, which represents approximately R$ 1,603. These contracts constitute usual operations of the Company and its subsidiary, and were negotiated under normal market conditions.
Execution of "Obligation Assumption Agreement", between CSN Parent Company and CSN Mineração
On January 20, 2025, the CSN Controlling Company entered into an Obligation Assumption Agreement with its subsidiary, CSN Mineração, which consists of the transfer of export margins by CMIN to CSN, enabling CSN to use them in amortizing Export Pre-Payment Contracts, Foreign Exchange Advance Contracts, or similar CSN contracts. The Obligation to Do Assumption Agreement provides for governance between the financial areas of CMIN and CSN to ensure that only excess ballast that would not be used by CMIN is assigned to CSN, also meeting CMIN's cash internalization needs.
The Contract of Assumption of Obligation to Do has an indefinite term. The estimated value for the year 2025 is USD 1,000,000. Also, the transaction is routine and related to the normal course of business of the Companies.
Acquisition of 90% of the shares issued by Gramperfil S.A. (“Gramperfil”)
On December 19, 2024, CSN Steel S.L.U. entered into a share purchase agreement with Gramperfil shareholders to acquire 90% (ninety percent) of Gramperfil's share capital. Gramperfil is a company headquartered in Pombal, Portugal, whose main activity is the production, marketing and transformation of metal profiles and accessories, import and export of profiles for metal and civil construction.
On February 12, 2025, the portuguese competition authority approved the completion of the operation. The closing of this transaction still depends on the fulfillment of other conditions provided for in the share purchase agreement. The shares issued by Gramperfil that were not the object of the transaction are held in treasury.
1st Issue of Commercial Note
COMPANHIA ESTADUAL DE GERAÇÃO DE ENERGIA ELÉTRICA – CEEE-G, an indirect subsidiary of CSN, signed, on January 31, 2025, the Written Commercial Note Issuance Term, as the ISSUER, with COMPANHIA SIDERÚRGICA NACIONAL – CSN, as the CREDITOR.
The Issuance constitutes the 1st (first) issuance of Written Commercial Notes of the ISSUER, in the total amount of R$ 500,000, in a single series, and will have a maturity period of 1 year from the Issue Date, maturing, therefore, on January 31, 2026. The Commercial Notes' term may be renewed, at the ISSUER's sole discretion, for successive 1-year periods until January 31, 2042, by executing an amendment to this Issuance Term, at least 90 days prior to each Maturity Date.
New rating for CSN by Moody's Global Ratings agency
On February 12, 2025, the Moody's Global Ratings agency classified CSN with a "Ba3" rating with stable perspective.
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(In thousands of Reais, unless stated otherwise) | |
Acquisition of 70% (seventy percent) of the shares issued by Estrela Comércio e Participações S.A. ("Estrela")
As of December 30, 2024, the Company entered into a share purchase agreement with Estrela's shareholders to acquire shares representing 70% of Estrela's share capital for a total price of R$ 742,500, with R$ 300,000 to be paid at the closing of the transaction and the remaining amount to be paid in 3 consecutive annual installments.
The completion of this operation is in progress. The Company received approval from the Administrative Council for Economic Defense – CADE on February 21, 2025, but now depends on other legal and regulatory procedures required by applicable legislation, in addition to fulfilling other precedent conditions provided in the Purchase and Sale Contract.
COMPANHIA SIDERÚRGICA NACIONAL | |
By: |
/S/ Benjamin Steinbruch
|
Benjamin Steinbruch
Chief Executive Officer |
| |
By: |
/S/ Antonio Marco Campos Rabello
|
Antonio Marco Campos Rabello
Chief Financial and Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.