reference form

Transcrição

reference form

Usiminas Headquarters
Rua Prof. José Vieira de Mendonça, 3011
Engenho Nogueira
31310-260 Belo Horizonte, MG
Phone 55 31 3499-8000
Fax 55 31 3499-8899
www.usiminas.com
REFERENCE FORM
Base date: 12/31/2014
According to Annex 24 of CVM1 Ruling No. 480, of December 7, 2009
Usinas Siderúrgicas de Minas Gerais S.A. - USIMINAS
Publicly-traded Company
CNPJ/MF2 No. 60.894.730/0001-05
NIRE3 313.000.1360-0
1
2
3
Brazilian Securities and Exchange Commission (“CVM”)
Brazilian IRS Registry of Legal Entities
Number of Enrollment with Commercial Registry
Rua Prof. José Vieira de Mendonça, 3.011
Engenho Nogueira | 31.310-260
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
REFERENCE FORM
Base date: 12/31/2014
According to Annex 24 of CVM4 Ruling No. 480, of December 7, 2009
Publicly-traded Company
CNPJ/MF5 No. 60.894.730/0001-05
NIRE6 313.000.1360-0
4
5
6
Brazilian Securities and Exchange Commission (“CVM”)
Brazilian IRS Registry of Legal Entities
Number of Enrollment with Commercial Registry
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Contents
1. Identification of the parties in charge of the contents of the form .............. 4
2. Auditors .............................................................................................................. 5
3. Selected financial information ........................................................................ 7
4. Risk factors ....................................................................................................... 14
5. Market risks ...................................................................................................... 49
6. History of issuer ................................................................................................ 56
7. Activities of issuer............................................................................................ 65
8. Economic group ........................................................................................... 103
9. Relevant assets ............................................................................................. 108
10. Officers’ comments ..................................................................................... 120
11. Projections .................................................................................................... 161
12. General meeting and management ......................................................... 161
13. Compensation of management ................................................................ 196
14. Human resources ......................................................................................... 223
15. Control .......................................................................................................... 230
16. Transactions with related parties ................................................................ 241
17. Capital .......................................................................................................... 257
18. Securities....................................................................................................... 259
19. Plans of repurchase and treasury securities ............................................. 277
20. Security trading Policy ................................................................................. 281
21. Security disclosure Policy............................................................................ 283
22. Extraordinary business ................................................................................. 286
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
REFERENCE FORM
Base date: 12/31/2014
According to Annex 24 of CVM Ruling No. 480, of December 7, 2009
Public-traded Company
CNPJ/MF No. 60.894.730/0001-05
NIRE 313.000.1360-0
Identification
Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas, a joint stock company
registered with the Brazilian IRS Registry of Legal Entities under No.
60.894.730/0001-05, with its acts of incorporation registered with the
Registry of Commerce of the State of Minas Gerais under NIRE No.
313.000.1360-0.
Principal Place
of Business
Rua Prof. José Vieira de Mendonça, 3,011, City of Belo Horizonte, State of
Minas Gerais.
Investor
Mr. Ronald Seckelmann, with principal place of business at the Company’s
Relations Officer headquarters, in the City Belo Horizonte, State of Minas Gerais. The
telephone number of the Investor Relations Department is +55 (31) 34998856, the fax number is +55 (31) 3499-9357, and the e-mail is
[email protected]
Independent
Auditors
Ernst & Young Auditores Independentes
Underwriting
Bank
Bradesco S/A Corretora de Títulos e Valores Mobiliários (“Underwriting
agent”).
Securities Issued Common and preferred shares, American Depositary Receipts (ADR) /
American Depositary Shares (ADS), Eurobonds and debentures.
Newspapers in
Which the
Company
Discloses its
information
The information related to the Company is published in the Official Gazette
of the State of Minas Gerais, Estado de Minas and Valor Econômico.
Internet Website www.usiminas.com. The information on the Company’s website is not an
integral part of this Reference Form and should not be included in it for
reference purposes either.
Service to
Shareholders
The Company’s shareholders are serviced by the Investor Relations
Department, which is placed at the Company’s headquarters. The Company’s
telephone and fax numbers and the e-mail are +55 (31) 3499-8772, +55 (31)
3499-9357 and [email protected], respectively.
The shareholders are also serviced by the Shareholders Department of the
Underwriting Agent at +55 (11) 3684-9413, +55 (11) 3684-2811 and
[email protected], respectively.
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1. Identification of the parties in charge of the contents of the form
1.1. Chairman and Investor Relations Officer’s Declaration
We declare that we have reviewed the Reference Form, that all information presented in this form complies with the
provisions set forth in CVM Ruling No. 480, especially Articles 14 to 19, and that the set of information contained in it
is a true, accurate, and complete description of the economic and financial standing of Usinas Siderúrgicas de Minas
Gerais S.A. - Usiminas, as well as the risks inherent to its activities and the securities it issues.
Rômel Erwin de Souza
Chief Executive Officer
Ronald Seckelmann
Finance and Investors’ Relations Vice Chief
Executive Officer
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2. Auditors
2.1/2 In relation to the independent auditors
For the current year and the year ended December 31, 2013 and December 31, 2014:
National auditor CVM code: 471-5
Rendering of services started on: 4/1/2013
Corporate name: Ernst & Young Auditores Independentes
Rendering of services ended on: 07/31/2015
CPF/CNPJ: 61.366.936/0014-40
Description of the contracted services:

External audit of the Company’s Balance Sheet and the corresponding Income Statements, of the Statements
of Changes in Equity, Cash Flows, as well as the Consolidated Financial Statements, and limited review of the
Quarterly Information (ITR), prepared in accordance with the accounting practices adopted in Brazil.

Reviews of the calculation basis of the Corporate Income Tax (IRPJ) and the Social Contribution Tax on Net
Profit (CSLL), the Contribution on Gross Revenues to the Social Integration Program (PIS), and the Contribution on
Gross Revenues for the Social Security Funding (COFINS) of the Company and its subsidiaries.
Independent auditors’ total compensation separated per service:
7
The independent auditors’ compensation in the last fiscal year for Usiminas companies was R$ 2.5 million, for the
auditing service fees.
Accounting and tax services related to the application of accounting and tax rules amounted to R$ 142 thousand.
Additionally, the independent auditors were also hired for specific service review compensation benefits in the amount
of R$ 400 thousand.
Rationale for replacement:
The Company has approved the appointment of Ernst & Young as its new Independent Auditor as of the second
quarter of 2013. Such change is due to the rotation of auditors provided for in CVM Ruling No. 509/11.
Reason given by the auditor in case of disagreement with the issuer’s rationale:
None.
Technical officer’s name:
CPF:
Performance started on:
Rogério Xavier Magalhães
028.398.986-67
4/1/2013
Address:
o
Rua Antônio de Albuquerque, 156, 11 andar, Savassi - Zip Code: 30112-010 - Belo Horizonte - Minas Gerais
Phone (31) 3232-2113 - Fax (31) 3232-2106 - Email: [email protected]
7
Brazilian currency
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For fiscal years ended December 31, 2012:
National auditor CVM code : 287-9
Corporate
Name:
Independentes
PricewaterhouseCoopers
Rendering of services started on: 4/1/2008
Auditores Rendering of services ended on: 3/31/2013
CPF/CNPJ: 61.562.112/0001-20
Description of the contracted service:

Examination and external audit of the Company’s Balance Sheet and the corresponding Income Statements, of
the Statements of Changes in Equity, Cash Flows, as well as the Consolidated Financial Statements, and limited review of
the Quarterly Information (ITR), prepared in accordance with the accounting practices adopted in Brazil.

Reviews of the calculation basis of the Corporate Income Tax (IRPJ) and the Social Contribution Tax on Net Profit
(CSLL), the Contribution to the Social Integration Program (PIS), and the Contribution for Social Security (COFINS) of the
Company and its subsidiaries.

Accounting and tax assistance related to the application of accounting and tax rules, contracted in the year of
2012 and 2011.
Rationale for replacement:
The Company did not replace auditors during the years of 2012 and 2011.
Reason given by the auditor in case of disagreement with the issuer’s rationale:
None.
Technical officer’s name:
CPF:
Performance:
Carlos Augusto da Silva
507.225.816-53
4/1/2008 to 3/31/2013
Address:
o
Rua dos Inconfidentes, 1190 - 9 andar - Savassi
ZIP BOX: 30140-120 - Belo Horizonte - MG
Phone (31) 3269-1507 - Fax (31) 3269-6950 - Email: [email protected]
2.3. Further information that the Company may deem significant
All significant information relevant to this topic was disclosed in the items above.
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3. Selected financial information
3.1. Based on the financial statements or, when the issuer is bound to disclose consolidated
financial information, based on the consolidated financial statements, prepare table informing:
Values in thousand reais, unless as otherwise stated
Consolidated
12/31/2014
12/31/2013
12/31/2012
a) Shareholders' equity
18,761,615
18,833,945
18,513,073
b) Total assets
30,484,062
31,357,994
32,773,820
c) Net revenue
11,741,629
12,829,467
12,710,881
d) Gross results
1,036,765
1,475,803
481,184
208,479
16,791
(598,281)
987,553,806
987,501,824
987,199,180
g) Asset value of share
R$ 19.00
R$ 19.07
R$ 18.75
h) Net result per share
R$ 0.14
R$ (0.14)
R$ (0.72)
e) Net results
d) Number of shares, ex-treasury
i) Other accounting information selected by Company
Since January 2013, the joint subsidiary companies Unigal Ltda., Usiroll, and Fasal Trading Brasil are no
longer consolidated in the Company’s financial statements, according to CVM Resolution No. 694/2012
8
(CPC 19 - R2). Thus, its subsidiary Mineração Usiminas discontinued the consolidation of its joint subsidiary
Modal.
From this date on, equity holding in such companies has been accounted for under the equity method.
Financial statements for the year 2012 were restated and the effects of changes are presented in item 10.4
of this Reference Form.
8
Committee of Accounting Pronouncements
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3.2. In case the issuer has disclosed, in the course of the last fiscal year, or intends to disclose
through this form non-accounting measurements, such as EBITDA (earnings before interest, taxes,
depreciation, and amortization) or EBIT (earnings before interest and income tax), the issuer must:
a) Amount of non-accounting measurements; and b) reconciliation of the amounts disclosed and those of the
audited financial statements.
Statement of the EBITDA
Values in thousand reais, unless as otherwise stated
12/31/2014
12/31/2013
12/31/2012
208,479
16,791
(598,281)
Income tax and social contribution
(24,562)
(211,120)
(200,450)
Net financial result
522,831
895,209
491,144
1,114,597
1,072,433
965,110
1,821,345
1,773,313
657,523
(183,780)
(181,201)
(165,638)
225,506
214,314
204,703
1,863,071
1,806,426
696,588
Net profit
Depreciation, amortization and depletion
EBITDA - CVM Ruling No. 527
Net result of discontinued operations
Result of equity equivalence
EBITDA of jointly controlled companies (i)
Adjusted EBITDA
(i) Excluded from consolidation, according to the application of CPC 18 (R2).
c) Explanations on the reasons the Company believes that such measurement is more appropriate for a
better comprehension of its financial standing and the results of its transactions.
EBITDA represents operating cash flow of the company, that is, how much the company generates funds
only through its operating activities, without taking into account the financial and tax effects. Management
uses this indicator to analyze the productivity and efficiency of the Company.
Adjusted EBITDA is calculated from the year’s net income (loss), reversing
profit (loss) of
discontinuedoperations , income tax and social contribution, financial result , depreciation, amortization and
depletion, and equity in the results of subsidiary, joint subsidiary and affiliates.
Beginning 2013, as a result of the application of CPC 19 (R2) – joint business, Adjusted EBITDA takes into
consideration the proportional equity in the results of the joint subsidiary companies, thus causing it to be
compared with the amounts published in the year of 2012.
3.3. Identify and comment on any event subsequent to the last consolidated financial statements of
year-end closing significantly changing them:
None.
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3.4. Describe the allocation policy of income for the last three fiscal years, indicating:
a) Rules on retained profits
Pursuant to the Company’s articles of incorporation, CHAPTER VI, Article 24, Paragraph 4:
The Board of Directors may propose, and then the Meeting will deliberate , to deduct from the year’s net
income, after establishing the legal reserve, a portion at an amount not exceeding 50% to establish a
Reserve for Investments and Working Capital, which will stand for the following principles: a) its constitution
will not affect the shareholders’ right to receive the payment from the mandatory dividend set forth in
Paragraph 5, Article 24, of the articles of incorportion; b) its balance may not exceed 95% of the capital; c)
the reserve aims to ensure investments in permanent assets, or appreciation in working capital, including
through amortization of the Company’s debts, regardless of retained profits related to capital budget, and its
balance may be used: i) to absorb losses, whenever it is necessary; ii) to distribute dividends at any time; iii)
in the transactions involving redemption, refund or share purchase, authorized by law; iv) in the incorporation
into share capital, including bonusshares.
The legal reserve is established at 5% ofnet income for each year until it reaches 20% of capital.
As soon as the allocations mentioned in paragraphs 3, 4, and 5 of Article 24 of the articles of incorporation,
with reference to the Legal Reserve, Reserve for Investments and Working Capital and Dividends,
respectively, are complied with, the General Meeting may decide to retain portion of net income for the year
established in capital budget, previously approved, according to the provisions of Article 196 of Law No.
6404/1976, with the remaining part being distributed to shareholders as complementary dividend.
b) Dividend distribution rules
The shareholders are granted a minimum dividend of 25% of the parent company’s net income for the year,
calculated in agreement with the provisions of the corporation law and adjusted as follows: i) the increase of
the following amounts:- resulting from the reversal, in theperiod , from former reserves for contingencies; resulting from profit-taking, in the year, previously transferred to the reserve of unrealized profits; ii) the
decrease of the amounts allocated, in the year, to establish the legal reserve, reserves for contingencies and
reserve of unrealized profits. The amount so calculated may, at the discretion of the General Meeting or the
Board of Directors, as the case may be, be paid on the account of the profit used as calculation basis or
reserves of preexisting profits. Owners of preferred stock receive dividends 10 % higher than the ones
allocated to common stock. The establishment of reserves may not affect the shareholders’ right to receive
payment from the mandatory dividend of 25% of net income for the year.
The amount of paid or credited interest, for interest on equity purposes, according to the provisions of Article
13, letter “x”, of the articles of incorporation, may be imput to the amount of dividends to be distributed by the
Company, starting to integrate them for all legal purposes.
c) Dividend distribution frequency
The Company distributes dividends on an annual basis. The Company’s Board of Directors may also decide
to distribute dividends on account of profit determined with basis on the semiannual balance or through
smaller periods raised by the Company.
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d) Occasional restrictions to the distribution of dividends imposed by Law or special regulation applicable to
the issuer, as well as contracts, judicial, administrative or arbitration awards
The Brazilian Corporation Law allows the Company to suspend the mandatory dividend distribution if the
Board of Directors informs in the General Meeting that it is incompatible with its financial standing. The
Supervisory Board must give its opinion concerning the recommendation made by the Board of Directors.
Besides, the Board of Directors must submit the rationale for the suspension to CVM within five days as of
the date the General Meeting was held. Profits not distributed, due to the suspension described above, will
be allocated to a special reserve and, in case they are not absorbed by subsequent losses, they must be
paid, as dividends, as soon as the Company’s financial standing so allows. There has been no change in the
rules on restrictions to the distribution of dividends in the last three fiscal years.
th
Some of the loan and financing contracts entered into by the Company (including, but not limited to, 4 and
th
5 issues debentures described in item 18.5. of the Reference Form) establish that, in case of failure to
perform its duties, the Company is bound to restrict the payment of dividends at the minimum mandatory
extent, which corresponds to 25% of the adjusted net income. The debentures of 4th issue were settled by
the Company in advance in December, 2010, as outlined in Section 18.5. The Company currently
understands that it does comply with all contracts providing for such restriction.
There is no restriction on the distribution of dividends imposed by judicial, administrative and arbitration
awards involving the Company.
3.5. Indicate on the table for each of the last three fiscal years:
(In thousands of reais)
Fiscal Year 12/31/2014
Adjusted net income
-
-
-
Dividends paid in relation to the
adjusted net incomet
-
-
-
Rate of return in relation to the
shareholders' equity of the issuer
-
-
-
Total dividends distributed
-
-
-
Retained net income
-
-
-
Date of approval of the retention
-
-
-
Payment of
Dividends
Amount
Payment of
Dividends
Amount
Payment of
Dividends
Amount
Interest on equity
Common
-
-
-
-
-
-
Common
-
-
-
-
-
-
Class A Preferred
-
-
-
-
-
-
Class A Preferred
-
-
-
-
-
-
Class B Preferred
-
-
-
-
-
-
Class B Preferred
-
-
-
-
-
-
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Mandatory Dividend
Common
-
-
-
-
-
-
Common
-
-
-
-
-
-
Class A Preferred
-
-
-
-
-
-
Class A Preferred
-
-
-
-
-
-
Class B Preferred
-
-
-
-
-
-
Class B Preferred
-
-
-
-
-
-
3.6 Inform if, in the last three fiscal years, dividends were declared on account of withheld profits or
reserves established in previoius fiscal years
Dividends declarations of withheld profits or reserves
There was no declaration of dividends in the last three fiscal years on account of withheld profits or reserves
established in previous fiscal years.
3.7 Describe on the table the issuer’s indebtedness ratio: (a) total amount of debt, of any nature; (b)
indebtedness ratio (current liabilities plus non-current liabilities, divided by net equity)
In thousands of reais, except as stated otherwise
Consolidated Current and Non-Current Liabilities
Account Description
12/31/2014
12/31/2013
12/31/2012
Current liabilities
4,769,426
5,087,491
5,401,055
Loans and Financings
1,655,799
1,288,645
1,400,823
50,092
41,525
257,664
7,560
25,770
32,103
1,948,744
2,422,024
2,280,432
397,233
386,127
477,262
30,937
1,122
26,635
-
213,607
178,249
679,061
708,671
747,887
Non-current liabilities
6,953,021
7,436,558
8,859,692
Loans and Financings
3,979,775
4,512,891
6,339,267
998,549
997,920
-
1,187,788
1,230,316
1,396,812
9,972
36,083
41,483
561002
583,267
525,636
-
-
178,249
215,935
76,081
378,245
11,722,447
12,524,049
14,260,747
Debentures
Taxes Payable in Installments
Suppliers
Taxes, Fees and Contributions
Dividends Payable
Acquisition of Mineração Ouro Negro S.A.
Others
Debentures
Post-employment Benefits
Provisions
Acquisition of Mineração Ouro Negro S.A.
Others
Total Current Liabilities + Non-Current Liabilities
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Shareholders' equity
18,761,615
18,883,945
18,513,073
0.62
0.66
0.77
Indebtedness Ratio (Current + Non-current Liabilities
/ Shareholders' Equity)
c) If the Company so wishes, another indebtedness ratio, indicating:
i)
Method used to calculate the ratio
Debt compared to EBITDA
Loans and Financing by index - Consolidated
In thousands of reais, except as stated otherwise
12/31/2014
12/31/2013
12/31/2012
TOTAL
TOTAL
TOTAL
4,265,226
4,537,973
4,417,559
618,078
836,348
959,700
1,048,641
1,039,445
257,664
17,532
61,853
73,586
Others
2,580,975
2,600,327
3,126,609
Foreign Currency (*)
2,436,521
2,364,859
3,653,781
TOTAL INDEBTEDNESS
6,701,747
6,902,832
8,071,340
Cash and investments
(2,851,903)
(3,468,816)
(4,660,876)
NET INDEBTEDNESS
3,849,844
3,434,016
3,410,464
EBITDA
1,863,071
1,806,426
696,588
2.1x
1.9x
4.9x
Local Currency
Long-term interest rate (TJLP)
Debentures
(Net Indebtedness / EBITDA) ratio
(*) in 2014, 2013 and 2012, 99% of all foreign currencies are stated in US$
ii) Reason why the Company believes that such ratio is appropriate for the correct comprehension of its
financial standing and indebtedness ratio
EBITDA is used by the Company management as a measure of operational performance. Therefore, the
Company believes that the “debt compared with EBITDA” method is an appropriate ratio, since it allows
one to measure the company’s ability to meet its commitments in relation to its operational cash flow
generation.
3.8. Amount of the Company’s obligations according to the expiry dates, segregated by debts with
security interest, floating charge, and unsecured debts
The Company has no debt secured by third party guaranties.
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Consolidated Position at 12/31/2014
Amounts in thousands of reais
One to three
years
Three to five
years
More than five
years
Total
395,588
662,198
254,290
10,413
1,322,489
-
-
-
-
-
Unsecured debts
4,373,838
2,177,210
1,780,108
2,068,802
10,399,958
TOTAL
4,769,426
2,839,408
2,034,398
2,079,215
11,722,447
Less than a year
Security interest
Floating guarantee
3.9. Provide other information as the issuer may deem significant
In addition to the information provided above, the Company believes that there is no additional significant
information to be provided in this item 3 of the Reference Form.
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4. Risk factors
4.1. Describe risk factors that may have an influence on the investment decision, especially those
related to:
a) The issuer
The Company’s operating results may be affected in case of reduced demand and/or steel price, whether in
Brazil or abroad.
Steel demand is cyclical both in Brazil and abroad and a reduction in steel demand may negatively affect the
Company.
Therefore, the companies’ operating results of the steel industry and the Company may be affected by the
macroeconomic fluctuations of the global markets and the domestic economies of steel-consuming
countries, as well as by changes in the business environment of the sectors of automobile and car spare
parts, household appliances, electric equipment, industrial construction, among others.
In the last years, China has been the main supporter for the increased demand for steel products in the
world. In 2006, China had become the world’s major steel manufacturer and also the main net exporter of
steel products. Besides, there is a global situation of steel offer adversely affecting the prices of the steel
products and the results of the companies in the industry. More recent estimates of the Organization for
Economic Co-operation and Development (OECD) indicate around 600 million tons in exceeding capacity of
worldwide steel production.
Generally speaking, any significant reduction in demand and/or increase in steel offer both in domestic and
export markets (including China) may produce an adverse effect for the Company. It is worth mentioning, for
the purposes of this chapter, that an “adverse effect” related to a given risk factor may affect or will affect the
Companies’ and/or its subsidiaries’ activities, financial standing, operating results, perspectives, business,
and/or the stock trading prices that they may issue.
The Company faces tough competition as for prices and other products, which may negatively affect its
profitability and market share.
The worldwide steel industry has been affected by the global exceeding production capacity and weakened
steel demand in the advanced economies. Given the high costs provisioned for the operation startup, the
system for a continuous operation of a steelworks plant may cause the steelworks operators to keep high
levels of production, even during periods of low demand, which results in greater pressure over the sector’s
profit margin. The pressure for decreasing steel prices by the Company’s competitors may affect its
profitability. Furthermore, continuous scientific advances in the material originated products such as plastic,
aluminum, pottery, and glass, all of them steel competitors in a number of industries.
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The intensification of the crisis in Europe may negatively affect the Company‘s businesses
The crisis in Europe has already overcome its worst phase, bringing good perspectives to the demand
growth and no effects of imports deviation to other regions as Brazil.
Accidents or failures in critical equipment of the Ipatinga and Cubatão plants may lead to decline or stoppage
of production, which may reduce the Company’s operating revenues. Insurances taken out by the Company
might not be enough to cover losses due to such decline and stoppage.
Taking into account the Company’s maintenance efforts and investments, the steel production process
depends on crucial equipment, such as blast furnace, converters and rolling mills. Such equipment may be
affected by severe defects or damages capable of generating significant interruptions in the production
process at the Ipatinga or Cubatão plant, which in its turn may reduce the Company’s production volumes
and, subsequently, its operating revenue.
Insurance policies taken out by the Company to cover losses due to operating risks, covering material
damages to the facilities (including machinery breakdown and port blockage) and disrupted operations, may
not be enough to cover the entirety of liabilities that may rise in case of decline or stoppage of the production
of the Ipatinga and Cubatão plants, including those related to the non-fulfillment of customers’ orders within
the scheduled date because of such events.
st
The Company has insurance covering Loss of Profits as of 21 day from the loss of profits due to damage.
In addition, in case the Company is not able to take out insurance policies under terms comparable to the
current ones in the future, its operating and financial results may be adversely affected if it incurs liabilities
not totally covered by its insurance policies.
The Company is subject to risks related to legal, arbitration and administrative claims.
The Company is a party to a number of legal, arbitration and administrative claims, including those involving
tax collections, labor disputes, as well as civil actions and public class actions, some of them hard to
measure. At December 31, 2014, the total provisioning by the Company concerning such claims amounted
to R$ 475.9 million and the amount judicially deposited was R$ 110.6 million.
No one is able to estimate the outcome of such claims. In case an essential part of such claims, or one or
more claims of significant amount, is ruled against the Company’s interests and no provision of similar
amount exists, the Company’s results may be adversely affected. Additionally, if that is the case, even if a
sufficient provision has been established, the Company’s liquidity may be adversely affected. For more
information, please refer to items 4.3 to 4.8 of this Reference Form.
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The Company may face difficulties to implement its investment projects, which may affect its growth.
The Company has been investing and intends to keep investing to enhance its mix of products and
efficiency, to increase its production capacity and productivity, to guarantee the operational continuity and
the compliance with safety, health, and environment requirements. While implementing its investment
projects, the Company may face various impediments, among which:

failures and/or delays to acquire equipment or services required for building and operation of the
projects;

increase of costs firstly estimated for running the projects;

difficulties to obtain environmental licenses required for the development of the projects; and

changes in the market conditions capable of making the investment projects less profitable than
firstly estimated by the Company.
In case the Company cannot manage such risks successfully, its growth potential and profitability may be
adversely affected.
Floating in the FX rate of real against the dollar may affect the Company’s financial performance and the
operating results.
The exchange variation, especially that of real in relation to U.S. dollar, may have a significant impact on the
Company.
The Company may not guarantee it will manage to substantially protect any and all of its duties designated in
U.S. dollar in the future. The floating of real in relation to the U.S. dollar may impact the Company’s financial
expenses, operating costs, and net export revenues, which may cause an adverse event over its operating
and financial results. For more information, please refer to item 5.1. of this Reference Form.
Increase in local and foreign interest rates may have a negative impact on the Company’s incomes.
A substantial part of the Company’s indebtedness is pegged to floating interest rates. Therefore, increase in
local and/or foreign interest rates, especially SELIC (Special Clearance and Custody System), TJLP (LongTerm Interest Tax) and LIBOR, may have a negative impact on the Company’s results. For more information,
please refer to 5.1. of this Reference Form.
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Due to its business and investment plan, maybe the Company is not able to fully or successfully
implementing future acquisitions, partnerships, or alliances it may set up in the future, and may incur
additional costs to finance such projects.
The Company may be incapable of identifying potential acquisitions, alliances or partnerships that fit into its
strategy and/or acquiring them within a satisfactory period, taking into account its cost and return. The
integration of any transaction also involves risks, among which we may point out:
- loss of consumers or key employees;
- difficulty of personal integration, consolidation of environments and infrastructure, consistency of
information and other systems, as well as coordination of its logistic structure;
- failure in maintaining quality of its products and services;
- unaccrued costs;
- difficulty in the internal control of several accounts; and
- deflection of the daily business focus by the Management of the Company and its subsidiaries.
Even in case the Company manages to successfully integrate the future operations of acquisition, alliance or
partnerships, they might not reach the expected objectives. Failure in the integration or scope of the benefits
of an acquisition, alliance or partnership may adversely impact the Company’s revenues and operating
results. Any integration process must demand an important research time and, even so, maybe it is
incapable of successfully functioning. The Company might need to include its expenses additional resources
for possible acquisitions, alliances or partnerships. A significant increase of the Company’s debts may have
significant consequences on its decision making.
An occasional energy crisis and water rationing may reduce the energy supply with possible energy rationing
and decreased economical activity.
Most of the Brazilian electric power mix, according to the Brazilian Electricity Regulatory Agency (ANEEL)
consists mostly of hydroelectric generation, and the rest mainly of thermal origin.
Restrictions of electricity and water consumption or its rise in price imposed by the Government may have an
adverse impact on the Brazilian economy, reducing the level of economic activity and subsequently the steel
demand and negatively affecting the Company’s operations, results, and financial standing.
Furthermore, the Company is not self-sufficient in energy production and, since its production process takes
a huge volume of energy, occasional restrictions to electricity consumption may affect its economic activity
and the rise in price may negatively affect its financial standing.
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Reduction and revocation of the steel import duty
The current import duties on steel stand between 10% and 14% depending on the steel product marketed.
The Brazilian government can change the rates mentioned, for example, for reasons of trade imbalance
derived from changes in domestic or international economic conditions. Reduction in rates of import of steel
products can raise the levels of imports affecting the Company's results.
b) To its holding company, direct or indirect or holding group
The Company’s controlling shareholders’ interests may be in conflict with the other Company’s shareholders’
interests.
The Company’s controlling shareholders are empowered to, among other activities, elect the majority of the
Board of Directors’ members and resolve the matters requiring the shareholders’ approval, under the terms
and limits of the articles of incorporation and the applicable law. The practice of the power to control, as
described above, may be different from the Company’s minority shareholders.
c) To its shareholders
The Brazilian Antitrust Authorities (Conselho Administrativo de Defesa Econômica - CADE), in session held
th
on April 9 , 2014, tried the case regarding the acquisition of minority equity interest in its capital by
Companhia Siderúrgica Nacional - CSN and its related companies (“CSN Group”) (Merger nº
08012.009198/2011-21),concluded, unanimously, on the necessity of imposing restrictions to the Merger.
The CSN Group has executed a Term of Commitment Performance (Termo de Compromisso de
Desempenho - “TCD”) with CADE agreeing to dispose part of their equity held in Usiminas. The Company
informs that it has had access only to the public version of the decision and thus unaware of any information
related to the volume, conditions and terms of divestment of shares of Usiminas held by CSN.
Take effect until the sale of the percentage of shares determined by CADE and throughout the period in
which the CSN Group is a shareholder of Usiminas, political rights derived from shares Usiminas held by
CSN shall remain suspended. According to the decision, the CSN Group is prohibited to directly or indirectly
appoint any members of the Board of Directors, Supervisory Board or any other Usiminas’ management and
supervision bodies, among other restrictions.
During the period of enforcement of the CADE decision, the lease of the CSN Group’s shares to third parties
will be allowed, provided that it is carried out through the stock exchange, with multiple lenders, impersonally
and within the terms and limits of the transactions regulated by BM&FBovespa. Contracts executed outside
the stock exchange and beyond those limits, such as private contracts, are prohibited. The determination
intends to dismiss the possibility of directing to one or more shareholders to, individually or jointly, use the
political rights related to the shares held by the CSN Group.
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d) To its subsidiaries and affiliates
The Company’s subsidiaries are subject to risks related to legal, arbitration and administrative claims.
The Company’s subsidiaries are party to a number of legal, arbitration and administrative claims, which may
include claims discussing tax collection, labor disputes, as well as civil actions and public class actions,
among others.
The outcome of these claims cannot be estimated. In case a substantial part of such claims, or one or more
claims of significant amount, is ruled against the Subsidiaries’ interests and no provision of similar amount
exists, the Subsidiaries’ results may be adversely affected. Furthermore, if that is the case, even if there is
sufficient provision, the Subsidiaries’ liquidity may be adversely affected. For more information, please refer
to items 4.3 to 4.8 of this Reference Form.
e) To its suppliers
The Company’s exposure to the volatile costs of raw materials, especially the costs of charcoal and iron ore,
may adversely affect its profitability.
The main raw materials used in the iron production consist of charcoal and iron ore. Usiminas keep longterm contracts with strategic charcoal suppliers to supply part of its supply chain. Such suppliers are
evaluated for global contract and financial performance and for delivery flexibility. In case of charcoal, since it
is an imported raw material, buffer stocks are kept to reduce the risk of destocking due to occasional logistic
problems. Charcoal price is traded on a monthly, quarterly, or semiannually basis with the suppliers. In case
of rise in the charcoal price in reais due to exchange variation, the import cost of charcoal may increase the
Company’s general production cost, thus resulting in decrease in its profitability.
Iron ore supply for Usiminas is priced based on the monthly mean of the spot prices of ore traded in China,
maritime and railroad transport cost and port handling apart, in addition to movement, converted into reais at
the exchange rate of the previous month plus freight costs. The Company may be adversely affected in case
of rise in iron ore price in the international market and exchange rate increase (R$/US$), if it cannot manage
to transfer the costs to its products.
In 2014, the costs of raw materials accounted for around 48.5% of the Company’s consolidated production
costs. In 2013, such costs were around 52% and, in 2012, such amount was 41%. Rise in the raw material
price may occur in the future, which will lead to reduction in the Company’s profitability, since not always the
Company manages to transfer costs to its products.
Nowadays, the Ipatinga and Cubatão plants virtually depend on two electrical energy suppliers, which serve
almost its electrical energy needs.
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According to the terms of the electric energy supply contracts, both CEMIG and Santo Antônio Energia SAESA must virtually supply all electric energy required for the Ipatinga and Cubatão plants to operate until
December 31, 2019. In case such companies fail to supply or cannot supply all energy required for the
activities to be developed in the Company plants, or in case one of them breaches or terminates the supply
contracts, the Usiminas plants may have to acquire electric energy at higher prices than those traded, which
may adversely affect their results.
Natural gas is used in the Cubatão and Ipatinga plants, where the Company has firm supply contracts with
the local concessionaires. Natural gas is an important energetic source for the Company and, in case of
supply shortage, the production may be negatively affected; however, the Company is capable of applying in
equipment other alternate energy resources, such as gas generated in the very process, fuel oil or diesel.
f) To its customers
Usiminas has an iron demand concentration in certain industry sectors, and any reduction in such demand
could adversely affect its results
Usiminas has relative concentration if its sales to the domestic market in the Automotive industry. During the
year of 2014, the Automotive Industry (which aggregates the Automobile and Car Spare Part industries)
accounts for 30% of the Company’s sales volume.
Changes in the vehicle demand may significantly reduce the Company’s sales, thus affecting its results. On
the other hand, reducing this risk, the relationship between the Company and its clients is not only based on
the steel supply, but also on services, as application engineering, pre and post sale technical assistance and
logistics facilities, among others.
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g) To the economy sectors in which the issuer operates
Changes in the Brazilian tax policies and charges to the steel industry may cause an important adverse
effect to the Company.
The Brazilian Federal Government may change in the future its tax policies and the charges to the steel
industry, which may affect the Company. Such changes include alterations in the rates and in the tax
calculation basis and, occasionally, the collection of temporary contributions related to specific governmental
purposes. Some of those measurements may result in tax increase and, in this case, the Company may be
incapable of achieving a proportional revenue growth, which may cause an important adverse effect.
Also, please refer to the risk factor indicated in item 4.1. “a” above, entitled “The Company faces tough
competition as for prices and other products, which may negatively affect its profitability and market share.”
h) To the regulation of the sectors in which the issuer operates
The Company is subject to a number of increasingly restraining environmental and health regulations,
capable of implying increase of liabilities and capital expenditures.
The Company’s facilities are subject to federal, state, and local human health and environment-related laws,
regulations, and licenses. The Company may be subject to civil penalties, criminal sanctions, and mandatory
injunctions of discontinuance of activities due to non-compliance with those regulations, which, among other
impositions, limit or forbid both emission and leakage of toxic substances produced as a result of its
activities. Current or past practices to remove debris may render the Company to cleanse or recover its
facilities at a substantial cost, which may result in significant losses.
In light of possible publication of unforeseen new normative rulings or other kinds of events, the amount of
environmental expenses in the future may significantly range compared to those currently foreseen.
i) To the foreign countries where the issuer operates
Protective regulations may affect the Company’s capacity to export its products.
Usiminas regularly exports to countries with steel imports tradition and no enough capacity to supply their
domestic demand. Therefore, areas of low probability of steel imports restrictions.
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4.2 With respect to each one of the risks described above, if significant, please comment on
occasional expected reduction or increase in the issuer’s exposure to such risks
Business risks capable of adversely impacting both operations and results, including changes in the
macroeconomic and sector background that may influence the Company’s activities, are constantly
monitored. Currently, the Company does not identify any background of increase or reduction of the risks
mentioned in item 4.1 above.
4.3. Describe the judicial, administrative or arbitration proceedings the issuer and its subsidiaries are
party to, separating them by labor, tax, and civil, among others: (i) that are not under secrecy, and (ii)
that are significant for the issuer’s and subsidiaries’ business:
Instance: ( ) Administrative
Nature: ( ) Labor ( ) Civil
( X ) Judicial
( ) Arbitration
( x ) Tax ( ) Environment
( ) Others:
Case No.
Ordinary Action No. 132533920004013800
Court
18th Court of the Federal Justice - Court Division of MG
Instance
2nd
Filing Date
5/12/2000
Parties to the suit
Plaintiff
Usinas Siderúrgicas de Minas Gerais S/A
Defendant
Federal Government
Others
None
Values, assets or rights
R$ 121,826,117.81
involved
Suit filed by Usiminas questioning the non-approval of IRPJ offsetting over the balance of the
inflationary gain, of the amounts paid in 1993 according to Law No. 8200, subsequently revoked.
06.19.00 - Petition for preliminary injunction granted.
01.25.02 - Decision granting the appeal is published.
Major facts
03.19.02 - Appeal filed by both parties (appeal by Usiminas: only against the restatement criterion
used by the Judge).
10.15.13 - Judgment rejecting both appeals.
11.22.13 - Amendments of judgment filed by Usiminas.
CURRENT PHASE: PENDING TRIAL
Chance of loss
( ) probable
( ) possible
( x ) remote
Analysis of the impact in
Only the value of the matter in controversy, which is not provisioned.
the event of loss
Value provisioned, if there
is provision
None.
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Instance: ( X ) Administrative
( ) Judicial
( ) Arbitration
( ) Others:
9
Case No.
PTA No. 13603000422/2006-31
Court
Administrative Board for Tax Appeals
Instance
2nd
Filing Date
04/12/2006
Parties to the suit
Plaintiff
Defendant
Federal Government
Others
None
R$ 109,045,334.32
involved
PETITION FOR HOMOLOGATION OF CSL10 CREDIT ACHIEVEMENT. DISAGREEMENT AS FOR
THE POSSIBLE OFFSETTING IN RELATION TO THE STATUTORY LIMITATION PERIOD.
04.12.06 - Rejection of the notice of tax delinquency filed.
Major facts
10.13.06 – Notification of the decision that: 1) put notices of tax delinquency No. 13.603.000421/200631 (IRPJ) and 13.603.000422/2006-31 (CSL) together, as well as of the pronouncement of noncompliance related to suit No. 10.680.016230/2004-74 (IRPJ), for judgment; 2) did not homologate the
petition for offsetting; and 3) deemed the assessment partially valid, determining the reduction of the
spot fine from 75% to 50%.
11.13.06 - Docket of voluntary appeal by Usiminas.
05.10.13 - Voluntary appeal deemed partially valid.
CURRENT PHASE: PENDING TRIAL.
Chance of loss
( ) probable
( ) possible
( x ) remote
the event of loss
None.
is provision
9
Administrative Tax Claim
Social Contribution on Net Profit
10
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( x ) Judicial
( ) Arbitration
( ) Others:
Case No.
Court
Instance
1st
Filing Date
06/16/2008
Parties to the suit
Plaintiff
Defendant
Federal Government
Others
None
R$ 103,646,000.00
involved
Suit filed by Usiminas questioning the non-homologation of IRPJ offsetting resulting from the LALUR
review for 1995, with other federal taxes.
06.16.08 - Petition for preliminary injunction granted.
11.05.08 - Decision granting the Usiminas petition for accounting expert examination.
11.04.09 - Examination of the court file for the parties on the expert report published (favorable to
Usiminas).
Major facts
11.09.09 - Pronouncement by our technical assistant confirming the conclusions of the expert report.
12.09.09 - The Federal Government required stay of proceedings for 30 days to await the pronouncement
by the Brazilian IRS.
04.08.10 - Petition for stay dismissed. An appeal was filed against that decision.
10.24.13 - Appeal filed by the Federal Government dismissed.
Chance of loss
( ) probable
( x ) possible
( ) remote
Analysis of the impact
in the event of loss
Value provisioned,
there is provision
if
None.
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Nature: ( ) Labor
( x ) Judicial
( x ) Civil
( ) Arbitration
( ) Tax ( ) Environmental
( ) Others:
Case No.
Public Class Action No. 00093627119974025001
Court
Federal Regional Court of the 2nd Region
Instance
2nd
Filing Date
11/10/1997
Parties to the proceeding
Plaintiff
Public Prosecution Service (MPF)
Defendant
Others
Gerdau Açominas and ArcelorMittal Comercial
Values,
involved
assets
or
rights
Right to explore the Private Port Terminal of Praia Mole.
The purpose of the suit is to affirm that the contracts legalizing the concession are null.
11.10.97 - Suit distributed.
02.17.98 - Preliminary order requested by MPF dismissed, whose purpose was to take away from
the companies the control over the Terminal.
11.09.07 - Judgment favorable to the companies. Proceeding petitions deemed totally groundless.
Major facts
04.08.08 - Appeal filed by MPF.
06.25.08 - Suit submitted to trial court for judgment of the appeal filed by MPF.
07.03.12 - Decision favorable to the companies.
11.12.12 - MPF filed appeal to STJ and STF.
Chance of loss
( ) probable
( ) possible
( x ) remote
Analysis of the impact in the If the suit is deemed to have grounds, Usiminas will lose the right to explore the Private Port
event of loss
Terminal of Praia Mole.
Value provisioned, if there is
None.
provision
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Nature: ( ) Labor
( x ) Judicial
( x ) Civil
( ) Arbitration
( ) Others:
Case No.
Declaratory Statute No. 02755661920108130313
Court
Court of Justice of Minas Gerais – 2nd Civil Court of Ipatinga/MG
Instance
1st
Filing Date
04/07/2008
Parties to the suit
Plaintiff
IPS Port Systems LTDA. and IMPSA Port Systems LTDA.
Defendant
Usiminas Mecânica S/A
Others
None
Values,
involved
assets
or
rights
Major facts
R$ 347,912,561.87
Civil suit in which the plaintiffs petition for reimbursement and indemnity for losses allegedly
suffered due to presumed non-compliance in the manufacture of cranes (object matter of the
supply contract).
04.07.08 – Distribution of the main action to the 17th Civil Court of São Paulo, SP under No.
538.000.2008.133751-7.
09.09.09 – It was pronounced judgment that: a) in the court records of the main action, accepted
the connecting motion to dismiss alleged by Usiminas Mecânica and ordered the suit to be
redistributed to the court of Ipatinga/MG, as there had already been a proceeding involving the
same parties and related to the same contract in Ipatinga/MG; b) in the court records of the
interlocutory injunction, dismissed the petition for anticipation of the expert examination in Spain.
12.09.10 –Petitions were filed insisting that the proceeding related to the foreign plaintiff should
be extinguished due to lack of suitable bond and financial ability by the Brazilian plaintiff to submit
it.
07.14.11 – The Plaintiff, Impsa Port Systems, was excluded as a plaintiff to the suit.
10.17.11 – The plaintiffs filed an interlocutory appeal to reject the exclusion of the plaintiff Impsa
from the suit.
02.03.12 – Return of the letters rogatory from Spain whose object was the technical examination.
02.23.12 – UMSA alleged that the expert evidence produced in Spain was null.
04.19.12 – The interlocutory appeal of the Plaintiffs was deemed partially valid and IMPSA started
to make part of the party plaintiff of the action again.
06.11.12 – Both parties filed an appeal to the Superior Court.
12.14.12 – Decisions of the Vice-Presidency of TJMG11 rejecting the appeals to the Superior
Court were published.
01.09.13 – Interlocutory appeals registered with TJMG against the decisions that did not accept
the appeals to the Superior Court. Appeals resubmitted to STJ12.
12.04.13 – Decision reactivating the main proceeding published. Parties notified to submit
questions for the examination required by the plaintiffs.
12.09.13 – Amendments of judgment opposed by UMSA requiring examination by the Judge of
other motions to dismiss.
06.25.14 - Decision against the Amendments of judgment filed by UMSA was published. An
appeal was filed against that decision.
CURRENT PHASE: APPEAL ACCEPTED. WAITING FOR JUDGE´S DECISION ABOUT THE
DEPOSIT TO BE DONE BY IPS.
Chance of loss
( ) probable
Analysis of the impact in the
event of loss
( x ) possible
( ) remote
None.
provision
11
12
State Supreme Court
Supreme Court
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( x ) Judicial
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( ) Arbitration
( ) Others:
Case No.
Delinquent Tax Collection Procedures No. 00241860420118130313
Court
Court of Justice of Minas Gerais - Court of the Public Treasury of the Circuit Court of Ipatinga/MG
Instance
1st
Filing Date
01/12/2011
Parties to the suit
Plaintiff
Municipality of Ipatinga/MG
Defendant
Unigal Ltda.
Others
None
Values,
assets
rights involved
or
R$ 123,387,455.49
ISS13 - Missing collection of tax supposedly due for the rendering of galvanization services (subitem
14.05 of the services list – Law No. 2033/2003).
01.12.11 - Assignment of the delinquent tax collection procedure.
09.28.11 - Unigal offered as attachment industrial equipment for purposes of security of debt and
distribution of Amendments to the delinquent tax collection procedure.
Major facts
10.26.11 - Indication of assets granted and drafting of the pledge instrument determined.
04.07.12 - Pledge instrument signed.
08.03.12 - Stays of execution distributed.
07.22.13 - Petition requiring technical expert evidence to be produced.
07.16.14 - Technical expert evidence accepted.
Period lapsed from 01 to 12/2004 and from 01 to 08/2005
R$ 43,540,455.49
( ) probable
( ) possible
( x ) remote
Chance of loss
Period from 09/2005 to 06/2009
R$ 79,846,571.02
( ) probable
Analysis of the impact
( x ) possible
( ) remote
Value provisioned, if
None.
there is provision
13
Service Tax
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( X ) Judicial
( ) Arbitration
( ) Others:
Case No.
Court
Instance
1st
Filing Date
06/03/1994
Parties to the suit
Plaintiff
Defendant
Federal Government
Others
None
Values, assets
involved
or
rights
R$ 81,472,233.66
Usiminas discusses if it would be possible to renounce the action due to amnesty it has adhered to (Law
No. 11941/09), even following the discussion declared res judicata, since such requirement is not
expressed in the legislation.
Major facts
10.30.09 - A petition was filed informing the adherence to the payment in installments, disclosed by Law
No. 11941/2009, and the waiver to the right on which the action is based, and requiring the conversion
into pledge income and finding of outstanding balance by the company, according to calculations
attached to the petition.
06.30.10 - Decision was handled down dismissing the waiver of the right on which the action is based and
the petition for finding of the balance by the company and determining the conversion of the full amount of
the pledge into final payment to the Federal Government.
07.12.10 - Appeal filed by Usiminas.
Chance of loss
( ) probable
( x ) possible
( ) remote
event of loss
None.
provision
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Nature: ( ) Labor
( x ) Civil
( x ) Judicial
( ) Arbitration
( ) Others:
Case No.
Court
State Supreme Court of Distrito Federal14 and Territories – 18th Civil Court of Brasília/DF
Instance
1st
Filing Date
02/16/2011
Parties to the suit
Plaintiff
Prosecution Service of Distrito Federal - MPDFT
Defendant
Usiminas Mecânica S/A – 7th Contract Work
Others
Elmar Luiz Koenigkan, Espólio de Claudio Oscar de Carvalho Santanna, Clarindo Carlos da Rocha,
Aldo Aviane Filho, Projconsult Engenharia de Projetos LTDA., Via Engenharia and UMSA.
R$ 328,333,016.31
involved
This is a public class action aiming to investigate the presumed overpricing in the construction of JK
bridge in Brasília, petitioning reimbursement to the public treasury of the accrued amounts through the
term of amendment to Contract Work No. 516/00.
02.24.11– Service of Process.
08.19.11 – UMSA filed defense.
02.02.12 – Evidence specification docket.
Major facts
07.09.12 – Settlement hearing held with no agreement.
07.09.12 – Awaits decision in relation to the motions to dismiss challenged and the petitions for
production of evidences.
10.17.12 - Motions to dismiss rejected and production of evidence granted.
11.08.12 – Interlocutory appeal against the corrective decision applied.
CURRENT PHASE: PRODUCTION OF EVIDENCE MISSING, BUT THE SUIT IS SUSPENDED
BECAUSE IT DEPENDS ON JUDGMENT OF THE INTERLOCUTORY APPEAL.
Chance of loss
( ) probable
( x ) possible
( ) remote
The value of the risk of Usiminas Mecânica is equal to that of the demand, which is not provisioned.
However, one may seek right of subrogation, in case any payment is made pursuant to several and joint
the event of loss
liability.
None.
is provision
14
Federal District
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( X ) Judicial
( ) Arbitration
( ) Others:
Case No
Public class action No. 00306942920128130313
Court
Court of Justice of Minas Gerais – Court of the Public Treasury of the Circuit Court of Ipatinga/MG
Instance
1st
Filing Date
02/03/2012
Parties to the suit
Plaintiff
Chenia Paula Rodrigues Lucas
Defendant
Others
Municipality of Ipatinga, Sebastião de Barros Quintão (mayor of Ipatinga during 2004-2009), Robson
Gomes da Silva (mayor of Ipatinga during 2009-2012), Nilton Manoel (mediator).
Values, assets
involved
or
rights
R$ 1,968,045,042.52
Public class action for the payment of IPTU15 supposedly due by Usiminas to the Municipality of Ipatinga
from 1997 to 2012.
Major facts
The plaintiff alleges that, through documents and information, she proved that since 1997 several
construction works not included in the calculation basis of IPTU have been made in the plant of Usiminas
in Ipatinga/MG, which would have caused the municipality a loss of resources of around R$
1,590,727,376.22. The plaintiff requests the defendants to be sentenced to reimburse to the public
treasury the amounts of the uncollected credits.
03.02.12 – Distribution.
01.07.14 – Appeal presented by Usiminas based on the IPTU administrative process closed in 2013.
Chance of loss
( ) probable
( ) possible
( X ) remote
event of oss
None.
provision
15
Local Property Tax
30
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( ) Labor
( x ) Civil
( x ) Judicial
( ) Arbitration
( ) Others:
Case No.
Court
State Supreme Court of Distrito Federal and Territories – 1st Court of the Public Treasury of
Florianópolis/SC
Instance
1st
Filing Date
03/29/1995
Parties to the suit
Plaintiff
Prosecution Service of Santa Catarina
Defendant
Usiminas Mecânica S/A – 5th construction work
Others
Neri dos Santos, Miguel Rodrigues Orofino, José Acelmo Gaio and Ster Engenharia S/A
Values, assets
involved
or
rights
R$ 67,970,029.06
Public class action filed by the Prosecution Service of Santa Catarina for the purpose of seeking
reimbursement of losses caused to the State’s public treasury due to supposed undue expenses in the
construction of Pedro Ivo Campos bridge.
06.09.95– UMSA filed reply and impleaded BNDES16 and Representações STER Engenharia S/A.
07.21.98 – A decision was handed down, provisionally granting the impleader of BNDES and STER
S/A.
01.26.99 – BNDES filed refusal of the impleader filed by UMSA.
Major facts
04.12.04 – A decision was handed down, justifying the stay of proceedings and requiring sending of the
court file to the State Supreme Court, as there is defendant in the capacity of former Federal
Representative.
02.21.05 – A decision was handed own in that the suit does not belong to the jurisdiction of the State
Supreme Court of the State of Santa Catarina, thus requiring the court files to be returned to its origin.
07.27.11 – UMSA filed requirements and appointed technical assistant.
03.15.13 – Stay of proceeding due to suspensive effect of interlocutory appeal.
CURRENT PHASE: PENDING TRIAL OF INTERLOCUTORY APPEAL.
Chance of loss
( ) probable
( x ) possible
( ) remote
The value of the risk of Usiminas Mecânica is equal to that of the demand, which is not provisioned.
However, in case any payment is made due to several and joint liability, right of subrogation may be
event of loss
sought.
None.
provision
16
National Bank of Economic and Social Development
31
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( x ) Labor
( ) Civil
( X ) Judicial
( ) Arbitration
Case No.
No. 00012379620125020251
Court
1st Court of Cubatão/SP
Instance
1st
Filing Date
12/12/2012
( ) Others:
Parties to the suit
Plaintiff
Metallurgical Union (STISMMMEC)
Defendant
Others
None
Cannot be estimated
involved
Public Class Action in which the Union alleges that Usiminas dismissed several employees in 2012
without previous union negotiation. The plaintiff requires that all employees dismissed in 2012 (more
than 1,000) be reinstated and that Usiminas be prohibited to dismiss again, without previous judicial
agreement and as recovery of damages advertisement campaign against mass dismissal and payment
of the amount of R$ 200,000.00 to Santa Casa de Misericórdia de Santos.
Major facts
12.12.12 – Service of process received.
04.18.13 – Defense filed/hearing held.
12.02.13 – Action deemed groundless.
CURRENT PHASE: PENDING TRIAL OF APPEAL.
Chance of loss
( ) probable
( ) possible
( x ) remote
Cannot be estimated.
event of loss
is provision
None.
32
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( ) Labor
( ) Judicial
( X ) Civil
( X ) Arbitration
( ) Others:
Case No.
Arbitration Claim No. 62/2013/SEC2
Court
Chamber of Arbitration and Mediation of the Chamber of Commerce Brazil-Canada (CAM-CCBC)
Instance
-
Filing Date
10/18/2013
Parties to the suit
Plaintiff
Eldorado Brasil Celulose S.A.
Defendant
Usiminas Mecânica S/A
Others
None
Values, assets
involved
or
rights
R$ 57,400,000.00
Arbitration claim arising out of the contract of purchase and sale of assets to supply 447 railway
cars for the transportation of bales of pulp questioning (I) delay in delivery; (II) imposition of fine
limited to 10% of the contract value; (III) indemnity for damages.
Major facts
10.18.13 – Eldorado filed petition for Arbitration.
11.08.13 – UMSA presented its response to the arbitration requirement.
09.29.14 – UMSA presented its response to the initial allegations from Eldorado.
CURRENT PHASE: WAITING DEFINITION ABOUT EVIDENCE TO BE PRODUCED.
R$ 16,100,000.00
( X ) probable
( ) possible
( ) remote
Chance of loss
R$ 41,300,000.00
( ) probable
( ) possible
( x ) remote
Only the value of the matter in controversy, which is provisioned.
event of loss
R$ 16,100,000.00.
provision
33
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Instance: ( x ) Administrative
( ) Judicial
Nature: ( ) Labor
( x ) Tax ( ) Environmental
( ) Civil
( ) Arbitration
( ) Others:
Case No.
Tax assessments nº 29537681, 29537690, 29537703, 29537711, 29537720 e 29537738.
Court
Administrative Court of Tax Appeal of Rio Grande do Sul (TARF)
Instance
1st
Filing Date
04/17/2014
Parties to the suit
Plaintiff
Rio Grande do Sul State
Defendant
Others
None
Values, assets
involved
or
rights
R$ 106,427,444.73
6 tax assessments (1 for each business establishment) from Rio Grande do Sul State for reversal
of presumed credits that would have been taken when Usiminas was supposedly in illegal tax
situation (debts with federal government not guaranteed).
Major facts
05.21.14 - Rejection of the tax assessments filed by Usiminas.
07.23.14 – Rejection not accepted.
08.19.14 – Appeal presented by Usiminas.
CURRENT PHASE: PENDING ADMINISTRATIVE TRIAL.
Chance of loss
( ) probable
( x ) possible
( ) remote
event of loss
provision
None.
34
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
( ) Judicial
Nature: ( ) Labor
( ) Civil
( ) Arbitration
( ) Others:
Case No.
Tax assessment nº 10600720032201342.
Court
IRS
Instance
1st
Filing Date
01/20/2014
Parties to the suit
Plaintiff
Federal Government
Defendant
Others
None
Values, assets
involved
or
rights
R$ 53,052,738.19
Tax assessment to charge IRPJ and CSLL related to the year of 2008, when the Company did not
add back, in the income tax calculation, the foreign “profit” obtained by its direct subsidiary
Usiminas Commercial Ltda., located in the Cayman Islands.
01.20.14 - Rejection of the tax assessment filed by Usiminas.
10.10.14 – Decision partially favorable. Appeal presented by both parties.
CURRENT PHASE: PENDING ADMINISTRATIVE TRIAL.
Major facts
Chance of loss
( ) probable
( ) possible
( x ) remote
event of loss
provision
None.
( ) Judicial
Nature: ( ) Labor
( ) Civil
( ) Arbitration
( ) Others:
Case No.
Tax execution nº 00035576320108260157
Court
Tax Execution Court of Cubatão/SP
Instance
1st
Filing Date
05/24/2010
Parties to the suit
Plaintiff
State of São Paulo
Defendant
Others
Values, assets
involved
Major facts
Chance of loss
None
or
rights
R$ 54,594,000.00
The tax authorities from the State of São Paulo demand ICMS, due to Usiminas supposedly
recognize illegal tax credits over freight.
05.24.10 – Tax execution distributed.
03.14.12 – Amendments to execution distributed.
07.10.12 – Petition requiring the production of technical accounting evidence.
CURRENT PHASE: WAITING PRODUCTION OF EVIDENCE.
( ) probable
( x ) possible
( ) remote
event of loss
provision
None.
35
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
4.4. Describe the judicial, administrative or arbitration claims, which are not confidential, to which the
issuer or its subsidiaries are parties and whose adversary parties are managers or former managers,
controlling shareholders or former controlling shareholders of the issuer or of its subsidiaries:
Not applicable, as the Company has no judicial claims whose adversary parties are managers or former
managers, controlling shareholders or former controlling shareholders or investors of the Company or of its
subsidiaries.
4.5. With respect to confidential proceedings to which the issuer or its subsidiaries are parties, which
have not been disclosed in items 4.3 and 4.4 above, analyze the impact in the event of loss and
report the values involved.
Not applicable, as there is no significant confidential claims to which the Company or its subsidiaries are
parties, thus with no possible impacts.
4.6. Describe the repeated or linked judicial, administrative or arbitration claims, based on facts and
similar legal causes, which are not confidential and that are significant in the aggregate, to which the
issuer or its subsidiaries are a party, breaking down by labor, tax, civil claims and other types:
36
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Values involved
( x ) Judicial
( ) Arbitration
( ) Others:
R$ 231,414,000.00
None.
is provision
The State of São Paulo filed a petition for reversal of previously unused credits taken by Usiminas
Practice of
issuer or alleging that they are: (i) used in duplicate and with no indication of the determining reasons; (ii) with
subsidiary
thereof
that neither proof of origin nor indication of the determining reasons; and (iii) related to transactions of
caused such contingency
goods receipt for use and consumption of the establishment itself and with no indication of the
determining reasons.
Number of cases
03
I – Notice of tax delinquency No. 40089241
Case Number(s)
II – Notice of tax delinquency No. 40263551
III – Notice of tax delinquency No. 40368282
Court
Treasury Department of the State of São Paulo
Instance
1st
Filing Date
I – 09/2012; II- 09/2013; III - 02/2014
Parties to the suit
Plaintiff
State of São Paulo
Defendant
Others
None
Chance of loss
( ) probable
( X ) possible
( ) remote
I – Notice of tax delinquency No. 40089241
10.23.12 – Protest letter against the notice of tax delinquency filed by Usiminas.
05.17.13 – Protest letter against the notice of tax delinquency deemed groundless.
II – Notice of tax delinquency No. 40263551
Major facts
10.01.13 – Protest letter against the notice of tax delinquency filed by Usiminas.
III - Notice of tax delinquency No. 40368282
03.27.14 - Rejection of the notice of tax delinquency filed by Usiminas.
06.23.14 – Ordinary Appeal filed by Usiminas.
37
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Values involved
( x ) Judicial
( ) Arbitration
( ) Others:
R$ 930,012,596.25
None.
is provision
ICMS required on exportation of products deemed to be semi-finished by the tax authorities (before
Constitutional Amendment No. 42/03). Notices of tax delinquency filed by the State of São Paulo
Practice of issuer or
under the allegation that Usiminas would have exported, from May 1991 to February 1994, semisubsidiary
thereof
that
finished products destined to abroad. However, the exported goods were industrial products and, as
such, exempt from ICMS on exportation, reason why the company did not collect the corresponding
tax.
Number of cases
03
I - Ordinary Action No. 583532008120242;
Case Number(s)
II - Ordinary Action No. 583532004025121;
III - Ordinary Action No. 583532005019200.
Court
COURT OF JUSTICE OF SÃO PAULO: I and III – 4th VFP17; II – 2nd VFP
Instance
I and III- 1st; II – 2nd
Filing Date
I – 2004; II – 2005; III – 2008
Parties to the suit
Plaintiff
Defendant
State of São Paulo
Others
None
Chance of loss
( ) probable
( ) possible
( x ) remote
I - Ordinary Action No. 583532008120242
04.25.08 – Assignment of the suit.
03.25.10 – Suspension of debt collection requirement (upon the interlocutory injunction).
11.28.13 – Verdict favorable to Usiminas interests.
07.28.14 – Submission of the documents to the Justice Court of São Paulo for the trial appeal of the
State of São Paulo.
11.05.14 – Favorable decision confirmed by the Court.
CURRENT PHASE: WAITING APPEAL.
Major facts
17
II - Ordinary Action No. 583532004025121
03.21.06 - Suspension of debt collection requirement (upon the interlocutory injunction).
09.01.14 – Technical evidence favorable to Usiminas.
III - Ordinary Action No. 583532005019200
08.24.05 - Suspension of debt collection requirement (upon the interlocutory injunction);
02.14.06 – Judgment favorable to Usiminas published.
09.12.06 – Appellate review applied by the State of São Paulo.
03.12.12 – Decision made by the Court validating the judgment favorable to Usiminas.
07.02.12 – The State files appeals to the Superior Court of Justice and the Supreme Court.
CURRENT PHASE: PENDING EXAMINATION OF ADMISSIBILITY OF THE APPEALS.
Court of Public Treasury
38
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( ) Labor
( X ) Judicial
( ) Arbitration
( x ) Tax
( ) Environmental
( ) Civil
Values involved
Value
provisioned,
there is provision
( ) Others:
R$ 599,943,000.00
if
None.
The company (Cubatão plant) stopped linking the shipment invoices to the customs place in Cubatão with the
subsidiary thereof that
delivery notes for exportation (Period: 08 to 12/2004).
Number of cases
02
I – Delinquent tax collection procedures No. 1570120100078666
Case Number(s)
II – Delinquent tax collection procedures No. 1570120110023335
Court
I/II – Court House of Cubatão – Tax Court
Instance
I/II – 1st
I - 2010
Filing Date
II – 2011
Parties to the suit
Plaintiff
Defendant
State of São Paulo - State Public Treasury
Others
None
Chance of loss
( ) probable
( x ) possible
( ) remote
I – Delinquent tax collection procedures No. 1570120100078666
12.02.10 – Delinquent tax collection assigned by the State of São Paulo.
01.10.11 - Usiminas offered area 19 for attachment, located at the Cubatão plant / São Paulo state, related to
blast furnace 2, enrollment No. 7289, for purposes of debt security and distribution of motions to stay
delinquent tax collection procedures.
05.08.12 – Attachment signed.
06.06.12 – Assignment of motions to stay.
CURRENT PHASE: PENDING EVIDENCE PRODUCTION.
Major facts
II – Delinquent tax collection procedures No. 1570120110023335
03.30.11 – Delinquent tax collection procedures assigned by the State of São Paulo.
05.17.11 – Usiminas offered area 19 for attachment, located at the Cubatão plant / State of São Paulo, related
to enrollment No. 7275, for purposes of debt security and assignment of miotons to stay delinquent tax
collection procedures.
08.01.11 – Final decision granting pledge over the assets indicated by Usiminas.
11.17.11 – Attachment signed.
12.19.11 – Assignment of motions to stay.
CURRENT PHASE: PENDING EVIDENCE PRODUCTION.
39
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( ) Labor
( ) Civil
Values involved
Value provisioned,
there is provision
( x ) Judicial
( ) Arbitration
( x ) Tax
( ) Environmental
( ) Others:
R$ 1,003,325,486.18
if
None.
The National Treasury requires ICMS credits of materials considered to be of use and consumption (refractory
and other) to be reversed: Usiminas classifies the refractory materials used in steel production as intermediary
materials, whose ICMS credit taking is allowed. However, the tax authorities of São Paulo classifies such
caused
such
materials as of use and consumption, whose ICMS credit taking is forbidden and requires the corresponding
contingency
credits to be reversed by Usiminas.
Number of cases
07
Case Number(s)
I – Delinquent tax collection procedures No. 1570120060002116; II - Delinquent tax collection procedures No.
1570120100046407; III – Delinquent tax collection procedures No. 31600475; IV – Delinquent tax collection
procedures No. 40106214; V – Delinquent tax collection procedures No. 40263575; VI – Delinquent tax
collection procedures No. 40368294; and VII – Delinquent tax collection procedures No.
00148253820108260053
Supreme Court of the State of São Paulo: I/VII – Court House of Cubatão - Tax Court Sector
Court
II/III/IV/V/VI – State Treasury Department of Santos/SP
Instance
I/VII – 2nd; II/III/IV/V/VI – 1st
Filing Date
I – 03/15/2006; II – 07/15/2010; III – 01/02/2012; IV – 09/24/2012; V – 10/01/2013; VI – 02/24/2014; VII –
05/12/2010
Parties to the suit
Plaintiff
State of São Paulo
Defendant
Others
None
Chance of loss
Major facts
( ) probable
( x ) possible
( ) remote
I – Delinquent tax collection procedure No. 1570120060002116
04.06.09 – Motion to stay delinquent tax collection procedures deemed groundless.
07.03.09 - Appellate review filed by Usiminas.
05.19.14 – Usiminas appeal deemed groundless.
10.06.14 – Usiminas appealed to superior courts.
II - Delinquent tax collection procedures No. 1570120100046407
03.20.12 – Appeal filed by the State of São Paulo trying to obtain attachment of the financial assets of
Usiminas.
04.22.13 – Petition filed by Usiminas informing the Court of the suspension of debt enforcement, rendered in
Declaratory Action on the same matter.
CURRENT PHASE: WAITING PRODUCTION OF EVIDENCE.
III, IV, V and VI - Delinquent tax collection procedures no. 31600475, 40106214, 40263575 and 40368294
05.23.14 – Partial appeal provision to exclude interest from the State of São Paulo.
CURRENT PHASE: SUSPENDED DUE TO FAVORABLE DECISION OF VII BELOW.
VII – Delinquent tax collection procedures No. 00148253820108260053
04.19.13 – Favorable decision to Usiminas interests.
06.24.13 – Appeal from the State of São Paulo.
03.26.14 – Judgment from the Court Justice of São Paulo favorable to Usiminas.
07.23.14 – Appeal to superior courts presented by the State of São Paulo.
CURRENT PHASE: WAITING ELIGIBILITY EXAM OF THE STATE APPEAL.
40
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( ) Labor
( ) Civil
Values involved
( X ) Judicial
( ) Tax
( ) Arbitration
( ) Environmental
( X ) Others: Defense of Competition
R$ 131,643,702.70
None.
is provision
Practice of issuer or Actions filed by Usiminas and extinct Cosipa petitioning CADE’s decision to be cancelled, which
subsidiary
thereof
that imposed on that companies fines due to supposed infringement to economic order (price fixing) in
conjunction with CSN.
Number of cases
02
Case Number(s)
I- Ordinary Action No. 2000.34.00.000087-1
2000.34.00.000088-4 (Cosipa)
Court
Federal Regional Court of the 1st Region
Instance
I/II – 2nd
Filing Date
I/II – 12/07/1999
(Usiminas);
II
-
Ordinary
Action
No.
Parties to the proceeding
Plaintiff
Defendant
Administrative Council of Economic Defense – CADE
Others
Companhia Siderúrgica Nacional - CSN
Chance of loss
( ) probable
( x ) possible
( ) remote
Ordinary Action No 2000.34.00.000087-1 and Ordinary Action No. 2000.34.00.000088-4:
12.07.99 – Assignment of suits.
07.31.03 – The sentence was upheld in trial court, and a portion of the fine was suppressed, related
to the supposed practice of deceitfulness.
06.14.10 – Appeals judged in TRF18 – 1st Region, through decision that kept the sentence on the
same terms of the judgment rendered in trial court.
07.30.10 – Motions for clarification of judgment filed by the companies.
Major facts
09.15.10 – Assignment of delinquent tax collection procedures No. 41842-28.2010.4.01.3400, aiming
at the collection of the amount of the fine imposed on Usiminas. Usiminas has not appeared in court
yet.
12.10.10- Order granting acceptance of the surety bond offered by Usiminas and Cosipa, for effect
of debt security.
02.17.11 – Suspension of the delinquent tax collection procedures aimed at fine collection.
12.07.11 – Appeals to the Superior Court of Justice and the Supreme Court filed.
10.28.13 – Appeals on inadmissibility of the appeals filed.
09.30.14 - Precautionary measure in Justice Superior Court, not taken, regarding the obligation of
publication of decision in newspaper.
CURRENT PHASE: PENDING TRIAL OF THE APPEALS.
18
Federal Regional Court
41
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( x ) Labor ( ) Civil
Values involved
( x ) Judicial
( ) Arbitration
( ) Tax ( ) Environment
( ) Others:
R$ 197,279,903.51
None.
is provision
Actions filed by former in-house and outsourced employees of the Cubatão Plant in which they
Practice of issuer or petition several labor allowances (overtime, commuter transit subsidy, salary recovery, risk premium
subsidiary thereof that and hazard pay, commuting time, meal voucher, indemnities and fine of 40% of FGTS19).
Number of cases
Several.
Case Number(s)
Several.
Court
Several.
Instance
Several.
Filing Date
Several.
Parties to the suit
19
Plaintiff
Former employees of Usiminas S/A or former employees of companies contracted by Usiminas
(Cubatão plant).
Defendant
Usinas Siderúrgicas de Minas Gerais S/A (Cubatão plant).
Others
Companies contracted by Usiminas (Cubatão plant).
Chance of loss
( ) probable
( x ) possible
( ) remote
Major facts
Subsidiary responsibility of Usiminas (Cubatão plant) in actions filed by former employees of
contracted companies.
Unemployment Compensation Fund
42
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Values involved
( x ) Judicial
( ) Arbitration
( ) Others:
R$ 185,409,341.36
R$ 185,409,341.36
is provision
Practice of issuer or Actions filed by former in-house and outsourced employees of the Cubatão plant in which they petition
subsidiary thereof that several labor allowances (overtime, commuter transit subsidy, salary recovery, risk premium and hazard
pay, commuting time, meal voucher, and indemnities).
Number of cases
Several
Court
Several
Instance
Several
Filing Date
Several
Parties to the suit
Plaintiffs
Former employees of Usiminas S/A (Cubatão plant) or former employees of companies contracted by
Usiminas.
Defendant
Usinas Siderúrgicas de Minas Gerais S/A (Cubatão plant).
Others
Companies contracted by Usiminas (Cubatão plant).
Chance of loss
Major facts
( x ) probable
( ) possible
( ) remote
Subsidiary responsibility of Usiminas (Cubatão plant) in actions filed by former employees of contracted
companies.
43
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
( x ) Judicial
( ) Arbitration
Values involved
R$ 127,354,906.88
is provision
None.
( ) Others:
Actions filed by former in-house and outsourced employees of the Ipatinga plant in which they petition several
labor allowances (overtime, commuter transit subsidy, salary recovery, risk premium and hazard pay, ,
commuting time, meal voucher, and indemnities), as well as petitions related to the pension fund of Usiminas;
administrative proceedings arising out of notices of violation served in connection with labor inspections.
Number of cases
Several
Court
Several
Instance
Several
Filing Date
Several
Parties to the suit
Plaintiffs
Former employees of Usiminas S/A (Ipatinga plant) or former employees of companies contracted by
Usiminas.
Defendant
Usinas Siderúrgicas de Minas Gerais S/A (Ipatinga plant).
Others
Companies contracted by Usiminas (Ipatinga plant).
Chance of loss
Major facts
( ) probable
( x ) possible
( ) remote
Subsidiary responsibility of Usiminas (Ipatinga plant) in actions filed by former employees of contracted
companies and actions filed by former in-house employees involving the pension fund of Usiminas.
44
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( x ) Labor
Values involved
( x ) Judicial
( ) Arbitration
( ) Tax
( ) Environmental
( ) Civil
( ) Others:
R$ 200,253,403.60
None.
is provision
I – Public class action filed by 22 former employees and 1 employee of Usiminas, before the Federal
Justice of Ipatinga, alleging that Usiminas has always used, and still has in its area, the product Asbestos
Practice of issuer or (amianthus), which is not in compliance with the law. Demand arising out of acts supposedly harmful to the
subsidiary thereof that work environment.
caused such contingency II - Public Class Action filed by the Ministry of Public Labor Prosecution before the Labor Courts alleging
the same principles and petitions of the popular action, plus petitions for PPP (Welfare Occupation Profile)
correction, payment of risk premium and collective moral damages.
Number of cases
02
I – 33683620124013814
Case Number(s)
II - 0000247192013503033
I – 2nd Court of the Federal Justice of Ipatinga/MG
Court
II – 1st Labor Court Cel. Fabriciano/MG
I – 1st instance
Instance
II – 1st instance
I – 06/15/2012
Filing Date
II – 02/18/2013
Parties to the suit
I – Sérgio Santos Lopes and other (+22 plaintiffs)
Plaintiff
II Public Labor Prosecution Service
I – Federal Government, MTE20, IBAMA21, USIMINAS and TEADIT
Defendant
Others
II – Usiminas
None
R$ 200,000.00
( ) probable
( x ) possible
( ) remote
Chance of loss
R$ 200,053,403.60
( ) probable
( ) possible
( x ) remote
I – Public class action No. 33683620124013814
10.15.12 – Defense filed.
02.08.13 – Specification of evidence filed by Usiminas.
CURRENT PHASE: PENDING PRODUCTION OF EVIDENCE.
Major facts
II – Public Class Action No. 0000247192013503033
04.30.2013 – Defense filed.
11.17.14 – Anticipated custody contrary to Usiminas.
CURRENT PHASE: PROCESS INSTRUCTION.
20
21
Ministry of Labor and Employment
Brazilian Environment and Natural Resources Institute
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4.7. Describe other important contingencies not encompassed in the previous items
( x ) Judicial
( ) Arbitration
( ) Others:
Case No.
Court
Federal Regional Court of the 1st Region – Seventh Panel
Instance
2nd
Filing Date
Parties to the suit
Plaintiff
Defendant
Others
Values,
assets
rights involved
12/19/2001
Eletrobrás and Federal Government
None
or
R$ 990,415,000.00
Ordinary action filed by Usiminas seeking receipt of the full amount paid to Eletrobrás as compulsory loan
from 1977 to 1993, with the due restatement and interests, according to criteria of the law in force at the time
of the tax collection.
03.06.03 - Judgment partially favorable to Usiminas published: the Judge did not agree with the indexes
indicated by Usiminas for the restatement of the value payable by Eletrobrás.
03.25.03 – Appellate review applied by all parties.
03.24.04 - Appellate review filed by the Defendants dismissed. Appellate review of Usiminas granted in part.
05.26.04 - Requests for reconsideration filed by the Federal Government and appeal to the Superior Court of
Justice filed by Eletrobrás.
12.19.06 - Appeals to the Superior Court of Justice applied.
03.24.09 - Appeals to the Superior Court of Justice halted until the final judgment of the repetitive appeal in
STJ.
Major facts
08.12.09 - Repetitive appeal in STJ judged.
12.15.10 – Docket of petition of Usiminas requiring that the judgment rendered by TRF be adjusted to the
terms of the decision on the repetitive appeal.
07.01.11 – The petition for adjusting the judgment was granted and the proceeding was sent to the seventh
panel of TRF.
11.08.11 – Judgment rendered, adjusting to the “leading case” with some contradictions.
12.13.11 – Amendments to the trial applied by the parties.
11.26.12 – New judgment with some new contradictions rendered.
12.14.12 – New amendments applied by the parties.
09.29.14 - Assignment in favor of Usiminas.
11.17.14 – Appeal from Eletrobrás.
CURRENT PHASE: PENDING TRIAL APPEAL.
Chance of success
( x ) probable
( ) possible
( ) remote
Analysis of the impact None.
Value provisioned, if None.
there is provision
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( x ) Judicial
( ) Arbitration
( ) Others:
Case No.
Court
Federal Justice/RJ
Instance
1st
Filing Date
12/22/1998
Parties to the suit
Plaintiff
Extinct Cosipa (Usiminas S/A)
Defendant
Eletrobrás and Federal Government
Others
CVRD, Copene, Cimento Mauá and others
Values, assets
involved
or
rights
R$ 595,347,000.00
Ordinary action filed by Cosipa and others (plaintiffs) seeking receipt of the full amount paid to Eletrobrás
as compulsory loan from 1977 to 1993, with the due restatement and interests, according to criteria of
the law in force at the time of the tax collection.
04.01.04 - Judgment partially favorable to the Plaintiffs published: The Judge did not agree with the
indexes indicated by the Plaintiffs for the restatement of the value payable by Eletrobrás.
Major facts
05.03.04 – Appellate reviews, both to the Superior Court of Justice and the Supreme Court applied by
the Plaintiffs and appellate review applied by Eletrobrás. The Plaintiffs succeeded concerning the
question of the applicable index for purposes of restatement, however, they did have an unfavorable
decision, which deemed the values paid from 1977 to 1986 time-barred.
07.08.11 – Appeal filed before STF seeking to revert the decision related to the statute of limitation.
09.30.13 – Petition withdrawing the appeal.
12.09.13 - Discussion declared res judicata
12.17.14 – Decision execution.
CURRENT PHASE: WAITING ELETROBRÁS CALL.
Chance of success
( x ) probable
( ) possible
( ) remote
None.
event of loss
Provisioned value (if there is
None.
provision)
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( x ) Judicial
( ) Arbitration
( ) Others:
Case No.
Court
Federal Regional Court of the 1st Region - Seventh Panel
Instance
2nd
Filing Date
10/13/2006
Parties to the suit
Plaintiff
Defendant
Federal Government
Others
None
R$ 179,471,772.14
involved
Exclusion of ICMS from the calculation basis of PIS and COFINS. The Company seeks to recover the
values paid in the previous years related to ICMS in the calculation basis of PIS and COFINS.
10.13.06 – Assignment of suits.
07.18.07 - Judgment favorable to Usiminas published.
Major facts
08.29.07 - Appellate review applied by the Federal Government.
09.25.12 – Appellate review filed by the Federal Government deemed valid.
10.11.12 – Amendments of judgment filed by Usiminas.
Chance of success
( ) probable
the event of loss
None.
( x ) possible
( ) remote
None.
is provision
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( x ) Judicial
( ) Arbitration
( ) Others:
Case No.
Ordinary action No. 210176120094013800
Court
Instance
2nd
Filing Date
Parties to the suit
Plaintiff
Defendant
Others
involved
08/18/2009
Federal Government
None
R$ 170,814,000.00
Legal action filed by Usiminas seeking to obtain the declaration of the company’s right to use the
PIS/PASEP and COFINS credits over machinery, equipment, and other assets transferred to fixed
assets prior to 04/30/2004.
Major facts
08.18.09 – Assignment of suit.
08.24.10 – Judgment deeming the petitions of Usiminas valid.
08.30.10 – Appellate review filed by the Federal Government.
Chance of success
( x ) probable
the event of loss
Value provisioned, if
there is provision
None.
( ) possible
( ) remote
None.
4.8. In relation to the rules of the foreign issuer’s country of origin and the rules of the country in
which the foreign issuer’s securities are held in custody, if different from the country of origin,
identify:
Not applicable, as the Company is not an issuer of foreign origin.
5. Market Risks
5.1. Describe, both quantitatively and qualitatively, the main market risks the issuer is exposed to,
including in relation to the exchange risks and interest rates.
The Company’s activities, financial standing and operating results may be impacted by changes in the
policies or rules involving or affecting factors, such as interest rates, exchange rate, inflation, liquidity of the
financial markets and commodity prices. Changes in those factors influence the Company’s results.
Concerning commodity prices, the Company is basically exposed to charcoal and iron ore-related prices,
which account for 27% of the Company’s consolidated production cost.
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Part of the Company’s indebtedness expressed in foreign currency, mainly U.S. dollars, while a significant
part of its revenues is in reais.
At December 31, 2014, part of the Company’s net liability position in foreign currency, mainly US dollar,
amounted to R$ 2.5 billion, that represented 36% of the consolidated figures. On the other hand, Company´s
exports, mainly in US dollar, represented approximately 15% of total sales. Therefore, Company´s net
exposure implies market risks associated with exchange variation (Real against US dollar).
Company sales are intended mainly for the domestic market and its exports may be insufficient to offset the
liability position in foreign currency. In view of the foregoing, a depreciation of the Brazilian real in relation to
foreign currencies (especially in relation to the U.S. dollar) would increase the Company’s indebtedness
measured in reais, with an eventual adverse effect on its results and financial conditions. However, at this
same year-end period, the Company presented 1.2 billion dollars of cash and cash equivalents.
Increase in the local and foreign interest rates may negatively affect the Company’s results.
A fundamental part of the Company’s indebtedness is pegged to floating interest rates. At December 31,
2014, part of the Company’s total consolidated debts was in floating interest rates, mainly in TJPL and Libor,
being R$ 618.0 million in TJLP and R$ 1.3 billion in Libor, which corresponded, respectively, to 9% and 19%
of its total consolidated debts.
Therefore, increases in local and/or foreign interest rates, especially TJLP and Libor, may negatively affect
the Company’s results.
The Federal Government has exerted and still exerts an important influence on the Brazilian economy. The
Brazilian economic and political conjuncture has a direct impact on the Company’s activities.
The Federal Government at times significantly changes monetary, fiscal and credit policies, among others, in
order to influence the course of economy. The measurements the Federal Government adopts to control
inflation and influence other policies may be implemented through price and salary control, depreciation or
appreciation of the Brazilian real, controls over the resource remittance abroad, change in the benchmark
interest rate, as well as other measurements.
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The measurements adopted by the Federal Government concerning the economy may have important
effects over the companies and other bodies in Brazil, including the Company, and over the market
conditions and prices of the Brazilian securities. The Company may be adversely affected by the changes in
the policies adopted by the Federal Government, as well as other economic factors, namely:
- inflation;
- economic stagnation;
- floating exchange rates and currency valuation/devaluation;
- liquidity of the local securities and loan market;
- price instability;
- electricity shortage and rationing programs; and
- water shortage and rationing programs.
Uncertainty as for the implementation of changes by the Federal Government in the policies and rules that
may affect this and other factors in the future may contribute to the economic uncertainty in Brazil. In such
case, such uncertainties in the Brazilian economy may affect the Company’s activities and operating results.
The Company is not able to foresee which fiscal, exchange, monetary, welfare policies among others the
current or future Federal Government will adopt, not even if such policies will result in adverse
consequences to the Country’s economy, our business or operating results, our financial standing or
perspectives.
Efforts made by the government to fight inflation may delay the Brazilian economy growth and affect the
Company’s business.
In the past, Brazil suffered extremely high inflation rates and, as a result, adopted monetary policies that
resulted in one of the highest real interest rates in the world. Between December 2005 and December 2014,
the SELIC (Special Clearance and Custody System) rate ranged between 18.00% and 11.65% p.a. Inflation
and the measurements adopted by the Brazilian government to cope with it, especially by means of the
Central Bank of Brazil, had and still may produce considerable effects over the Brazilian economy and the
Rigid monetary policies with high interest rates may restrict the Brazilian growth and the credit availability.
On the other hand, milder governmental and monetary policies and decreased interest rates may trigger
increases of inflation rates and, as a result, the volatility of growth and need for unexpected and significant
increases of the interest rates. Besides, we may have no condition to adjust the prices charged to offset the
effects of inflation on the Company’s structure of costs. Any of these factors could negatively affect the
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Exchange instability may affect the Brazilian economy and the Company.
During the last decades, the Brazilian currency has experienced frequent and important changes in relation
to the U.S. dollar and other foreign currencies. At December 31, 2014, 2013, and 2012, the exchange rate
was R$2.66, R$2.34 and R$2.04 per US$ 1.00, respectively, with real depreciating 13.4% in 2014, at 14.6%
in 2013 and 8.9% in 2012.
The depreciation of Real compared to U.S. dollar can generate inflationary pressures in Brazil and cause the
increase of the interest rates, which, on its turn, can negatively affect the general growth of the Brazilian
economy due to consumption decrease and affect both the Company’s financial standing and the operating
results, in addition to restricting the access to the international financial markets and determining
governmental interventions, including through recession policies. On the other hand, the appreciation of Real
in relation to the U.S. dollar and other foreign currencies can result in worsening of the Brazilian balance of
trade, facilitating imports and increasing competition of our products in the local market and restraining
exportation-driven growth.
Besides the effects mentioned above, real depreciation against US dollar affects around 40% of the steel
production costs, nominated in US dollars.
Events and the perception of risk in other countries, especially in emerging markets, may adversely affect
the market value of Brazilian securities and the price of shares issued by the Company.
The market for the securities issued by Brazilian companies is influenced, to a certain extent, by the
economic and market conditions of other countries, including those in Latin America and other emerging
countries.
Although the economic conditions of those countries are different from the economic conditions of Brazil, the
invertors’ reactions to the events in those countries may have an adverse effect on the market value of the
securities from Brazilian companies, including of the shares issued by the Company. Occasional crises in
other emerging countries may reduce the investors’ demand for securities from Brazilian companies,
including the securities issued by the Company. Such facts may adversely affect the market of shares issued
by the Company, which, if reduced, may hamper or even prevent the Company’s access to the stock market
and the financing of its operations in the future.
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The Company presents high exposure to raw material costs and a strong fluctuation of its prices may affect
Company´s profitability
The Company is exposed mainly to domestic demand and possible fluctuations on the steel domestic
demand may negatively affect Company´s businesses and results.
Direct and indirect steel imports in Brazil have been growing lately. The maintenance and the increase of
such imports may affect the Company´s steel production and sales.
An electric energy and water rationing policy in Brazil may affect the Company results.
In case of restriction imposed by the Government for electric energy and/or water rationing, the Company
results and financial conditions may be adversely affected, as mentioned in item 4.1 of this Reference Form.
The relative volatility and lack of liquidity of the Brazilian market of securities may significantly restrict the
investors’ capacity to sell the shares issued by the Company at the price and time intended.
Investing in securities traded in emerging markets, such as Brazil, involves often major risk compared to
other global markets, and therefore such investments are generally deemed of more speculative nature. The
Brazilian market of securities is significantly smaller, less liquid and more concentrated, and may be more
volatile than the principal global markets of securities.
Besides, the Company may not ensure liquidity of the shares it issues. Such factors may considerably
restrict the capacity of the holders of shares issued by the Company to sell them at the price and time
intended.
5.2. Describe the policy to manage market risks adopted by the issuer, its objectives, strategies and
instruments, indicating:
a) Risks against which one may seek protection
The Company seeks to reduce the exchange exposure to the volatility of currencies, commodity prices,
interest rates, volatility in the cash flow, and to avoid mismatching among currencies.
The Company does not adopt specific hedges related to inflation or market liquidity.
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b) Strategy of equity hedge
To hedge the balance sheet, in relation to the exposure of debts and suppliers in foreign currency, the
Company privileges natural hedge operations, with some assets pegged to the foreign currency (cash, shortterm investments and receivables from exports), which reduce foreign exchange exposure. Also, the
Company engages derivative financial instruments for the same purpose.
c) Instruments used for equity hedge
The instruments applied by the Company consist of transactions involving: (i) currency swap, replacing
exchange exposure of foreign currency to reais; (ii) interest rate swap, replacing floating rate with fixed rate;
(iii) hedge of commodities, avoiding abrupt variations in their prices.
d) Parameters used for managing such risks
The Company’s Financial Policy, which also encompasses its subsidiaries, establishes the following
parameters:
- criteria for selection of the banks and choice of investments allowed are established.
- the objectives of the transactions of derivatives and limits allowed are stipulated.
- the level of contraction of its transactions is defined.
- the grade of exposure to the financial market risks is controlled.
- monitoring of the exchange exposure.
e) In the event the issuer operates financial instruments with different objectives of equity hedge and which
those objectives are
As described in letter “c” above, the instruments used are financial instruments of derivatives with the
objective of hedge, reducing the Company’s exposure to the volatility of currencies, commodity prices,
interest rates, volatility in the cash flow and avoidance of mismatching among currencies. The Company
does not contract financial instruments with others objectives.
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f) Organizational structure for risk management control
Every Company employee is in charge of performing control activities, according to corporative rules
approved and widely disclosed. To ensure that the directives and objectives established in the Financial
Policy approved by the Board of Directors are complied with, the Company relies on a Financial Board that
meets from time to time and follows the financial positions. Such monitoring is also carried out by the
General Audit Management from the works of compliance with the Financial Policy.
Subordinated to the Board of Directors, the General Internal Audit Management is in charge of evaluating the
internal control system and directly refers to the Audit Committee, body required by the Company’s articles of
incorporation, consisting mainly of board members.
In 2014, the Audit oversaw the maintenance of the Corporate Governance levels, the maturity in applying the
Risk-Based methodology. The result of such audits provided enhancements in the structure of internal
controls, improvement of the Corporate Governance practices and contributed to running preventive actions
to reduce the Company’s risks.
g) Suitability of the operating structure of internal controls to check the effectiveness of the policy adopted
The Company believes that the operating structure and internal controls to check the risk management
policy are suitable and under continuous improvement process. The Company makes every effort to run
actions proposed by the internal committee and audits as for suitability of the risk management policy, as
well as prevention, control, and reduction of risks capable of affecting the Company.
In 2014 the anti-corruption law was the subject of a classroom and e-learning course for all employees of all
group companies. The course was planned by the Internal Audit department with the support of the Legal
department. The Company reinforced the Open Channel and the Code of Conduct. This preventive action
shows the values adopted by the Company.
5.3. Inform if, in relation to the last fiscal year, there were significant changes in the principal market
risks to which the issuer is exposed or in the risk management policy adopted
In regard to the risks exhibited in items 5.1 and 5.2, the Company believes there were no significant changes
in the risks showed when compared to the previous fiscal year.
Since the year of 2009, the Company adopted a Financial Policy, whose objective is to establish general
guidelines for management and investment of financial resources, in line with the strategic guidelines and
the risk profile of the business. This policy is to ensure efficiency in the management of the company’s
assets and liabilities, supported by the Cash Management and Market Risk Management guidelines,
approved by this board.
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In 2014, the exchange impact on the Company’s financial result was negative by R$ 193 million, because of
a 13.4% depreciation in real compared to U.S. dollar. In 2013, the exchange impact on the Company’s
financial result was negative by R$ 241 million, because of a 14.6% depreciation in real compared to the
U.S. dollar. In 2012, the exchange impacts on the Company’s financial result in the amount of R$ 191
million, basically because of a depreciation of 8.9% of real compared to the U.S. dollar. Such impacts are
basically related to loan and financing contracts in foreign currency (mainly U.S. dollar), which accounted for
43% of the total amount financed in 2014, 34% of the total amount financed in 2013 and 45% of the total
amount financed in 2012.
The Company seeks to hedge itself against currency fluctuations, performing swap transactions, always in
compliance with the guidelines established in its Financial Policy.
5.4. Provide other information as the issuer may deem significant
No information deemed significant.
6. History of the issuer
6.1. In relation to the issuer’s incorporation, inform:
a)
Date:
04/09/1954
b)
Nature: Joint Stock Company
c)
Country of incorporation: Brazil
6.2. Inform the issuer’s duration
Undetermined
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6.3. Brief History of the issuer
History Cycles of the Company
FOUNDATION (1956-1958)
In an optimistic background created by the Development Plan of president Juscelino Kubitscheck - JK, the
Company is founded on April 25, 1956. In June 1957, the Lanari-Horikoshi agreement consolidated the
Japanese interest in the company, which received the financial investment of the governments of Minas
Gerais, Brazil, and Japan. On August 16, 1958, JK thrust in the initial stake for the construction of the plant
in Ipatinga, then a village with 300 inhabitants.
CONSTRUCTION (1959-1962)
Ipatinga lacks the infrastructure required to shelter the 10 thousand workers estimated for the construction
works of the Company, which prepares an urbanization plan for the city and creates conditions to receive
both the employees and the civil construction workers. On October 26, 1962, president João Goulart lights
the first blast furnace and launches the plant, then with capacity to produce 500 thousand tons of iron
annually.
SOCIAL INVESTMENT (1965)
The year is a benchmark for the social friendly operation of the Company. On May 1, 1965, the Company
lays the foundation of Márcio Cunha Hospital. In the same year the population of Ipatinga receives the
facilities of a pulmonology center, a preventive medicine center, three policlinics with dental offices, an
emergency room - located inside the plant - and one childcare clinic.
st
1 EXPANSION CYCLE (1969-1974)
Brazil experiences a strong economic growth period and the Company commences its first expansion cycle,
which boosts the production capacity to 1.4 million tons p.a. In 1970, with the foundation of Usiminas
Mecânica, it starts to serve both the civil construction and mechanics sectors. Next year the Research Site
starts to develop its own projects and operates in technology transfer. In 1974, with the inauguration of blast
furnace 3, the annual production capacity reaches 3.5 million tons of steel p.a.
BEATING RECESSION (1980)
The Company reacts to the financial crisis the Country is going through with an internal economy program,
applying a new system of smart, more flexible management, thus improving the use of physical, financial and
human resources. The Company changes its central office to the new building main office, in the region of
Pampulha, in Belo Horizonte.
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ENVIRONMENTAL INVESTMENT (1984)
The Company pioneers in the State of Minas Gerais the Project Xerimbabo, which means “pet” in tupi,
whose objective is to develop courses, seminars and exhibits focusing on environmental education.
PRIVATIZATION AND MODERNIZATION (1991)
On October 24, 1991, the Company becomes the first state-owned company to be privatized by the National
Privatization Program. Next it receives investments of US$ 2.1 billion in technological updates to increase
and optimize the production and boost the environmental protection. In November of that year, the
company’s shares start to be trade on BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros
MERGER AND PIONEERING (1993-1996)
Companhia Siderúrgica Paulista (Cosipa), one of the Country’s largest plants, with principal place of
business in Cubatão (SP), is acquired by the Company, which invests in technological update, environmental
recovery and safety. Still in 1993, electrolytic galvanization is launched at the Ipatinga plant, with investment
of US$ 228 million. In 1996, the Ipatinga plant becomes the first company in Brazil and the second in the
world to receive the certification of ISO 14001 concerning respect to environment and environmental
protection.
RESTRUCTURING (1998-2001)
The current ownership of Usiminas is the result of a corporate restructuring that took place between 1998
and 2001 and involved Usiminas and Cosipa, through which Usiminas became the single shareholder of
Cosipa. The restructuring consisted of reallocation of assets and liabilities between Usiminas and Cosipa, so
that at the end of the process the former Usiminas could merge with the former Cosipa, which changed its
designation and principal place of business, thus creating the current Usiminas, and the principal assets of
the former Cosipa were transferred to the new company, Cosipa.
It was centralized in Usiminas the right to use the Terminal of Cubatão and the correlated activities, the right
to use the oxygen plant and explore gases generated in the steelworks process developed in Cubatão, as
well as assumption of short-term indebtedness, in addition to the issue, by Cosipa, of debentures convertible
into shares, which were subscribed for by Usiminas and converted into shares in October 2001, with its
subsequent growing interest from 32% to 93% of the total capital of Cosipa.
In 1999, following investment of US$ 852 million, the company launches the Country’s most modern cold roll
laminating line - Cold Roll Laminating 2, with yearly production capacity of 1 million tons. In the same year,
Unigal Ltda. (“Unigal”), a steel plate galvanizing company is created for the manufacture of automobiles,
home appliances, civil construction, among other.
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INTEGRATION (2005-2006)
Usiminas executed public offer for the acquisition of remaining shares issued by Cosipa, withheld by its
minority shareholders, held through auction in BOVESPA and finished on March 18, 2005 with the purpose
of annulling the registration of public-traded company of Cosipa. The registration of public-traded company
held by Cosipa was annulled on April 5, 2005.
With capital going private, Cosipa commences to be the Company’s wholly-owned subsidiary. Also in 2005,
the company discloses partnership with Grupo Techint and interest of 14.2% in the steel company Ternium,
thus forming a company with installed capacity of 12 million tons/p.a. In November 2006, shareholders
execute a new agreement, which strengthens the control group and reaffirms the commitment towards the
continuous improvement of its production process.
RECENT INVESTMENTS (2007-2014)
In order to optimize the business, Usiminas carried out, over the last 7 years, a number of investments in its
several unities to improve the quality of its products, its production mix and to optimize the production and
flow of own iron ore.
In 2008, Usiminas acquired its iron ore mines, which consisted of a reserve of 2.6 billion tons of iron ore in
the region of Serra Azul - MG, one of the biggest ore-producing states in Brazil. In order to flow that ore, the
company also acquired, in the same year, a land in Baía de Sepetiba/RJ for transportation of iron ore for
export and possible alternative for the Company’s future port installations.
Still in 2008, Usiminas acquired Zamprogna, until then the biggest independent ore distributor and the
greatest manufacturer of welded pipes in Brazil, thus increasing its distribution network especially in the
south of the country.
In 2009, Usiminas consolidated all of its steel processing and distributing companies into a single company,
thus creating Soluções Usiminas.
The year of 2009 was also marked by the merger of the former Cosipa, for the purpose of a synergy and
optimization gain of human and financial resources.
On March 18, 2009, Usiminas announced the release of a new brand, starting up the great reformulation in
the architecture of its business. The new brand integrated the self-renewal process of Usiminas, commenced
in 2008 with the implementation of a distinguished management model and renewal of the Company’s
business structure.
Still in 2009, the Company consolidated the group of its performance areas into four Business Units: Mining,
Metallurgy, Steelworks, Steel Transformation, and Capital Assets.
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The most outstanding happening in the year of 2010 was the completion of two important investments. Coke
Oven 3, in Ipatinga, became operational to increase own generation of coke, contributing to the reduction in
the costs of Usiminas. CLC, an accelerated cooling equipment of Thick Plates, brought to the product of
Usiminas a new technology that lead it to a new quality level. Such equipment allowed promising markets
(such as those of oil and gas) to access the products of Usiminas, in product categories that could not be
met by the company before.
Still in 2010, Mineração Usiminas S.A. (MUSA) was created, through partnership with Sumitomo Corporation
and, subsequently, that company executed several agreements to optimize its product production and flow.
The company also executed an agreement with MMX to use the Port in the region of Itaguaí, which will allow
MUSA to have a port exportation capacity as it increases its production level. In 2011, the company entered
into cooperation and joint mining agreements, aiming to increase its production capacity, with MMX, MBL
and Ferrous, in addition to having acquired the former contentious area.
Great investments were made in the year of 2011, such as the new Hot Roll Galvanizing Line in Ipatinga,
which increased the production capacity of the highest added value product of the company, and the foundry
line of Usiminas Mecânica.
The year of 2012 was marked by the entry of Ternium/Tenaris, replacing Votorantim and Camargo Correa in
the control group consisting of shareholders Nippon Steel & Sumitomo Metal Corporation (new designation
to Nippon Steel Corporation) and Previdência Usiminas, which executed a new Shareholders’ Agreement
until 2031. The Company strengthened itself to regain competitiveness by making efforts focused on key
areas o four business, commercial and industrial.
In 2012, a great cycle of investments in Metallurgy had come to an end. In the last five years, around R$ 11
billion were inverted in the modernization of our metallurgical units and in the increase of laminating and
galvanization capacity for the production of higher added value steel. The Company finished its new Hot
Strip Mill 2 (HSM 2). With investments in the amount of R$ 2.5 billion paid up since 2007, the equipment,
installed in the Cubatão plant (SP), is one of the most modern in the world, with production capacity of 2.3
million tons/p.a. of hot-rolled steels. By doing that, the company increases its offer of products focused on
more added value markets, such as the spare part, oil and gas, machinery and equipment industries, among
others. Additionally, the Company started to strongly perform in the search of more efficient industrial
processes and more integration with customers, seeking control of costs and CAPEX and adapting them to
the challenging context that the industrial sector faces.
In Mineração Usiminas the investments in total were R$ 554.8 million in 2012, mainly related to the Project
Friáveis.
The year of 2013 was marked by the recovery of good results in the Company’s operating cash generation,
which strengthened its competitiveness by making efforts focused on key areas o four business, commercial
and industrial. The Company worked over the year in the industrial processes, continuously seeking
operational stability, efficiency, and cost reduction, with rigid discipline of controls.
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The investments in 2013 totaled R$ 981 million, 40% less compared to the year of 2012, in line with the
Company’s strategy of optimizing its CAPEX. The principal investments in 2013 were: the Project Friáveis,
expansion of the production capacity in Mineração Usiminas; new Pickling line No.3, in the Cubatão plant;
and the reform of Coke Oven No. 2 in the Ipatinga plant.
On December 20, 2013 the shareholding of Usiminas in the capital of Automotiva Usiminas S.A.
(“Automotiva”) was fully sold to Aethra Sistemas Automotivos S.A. The sale of Automotiva is in line with the
Company’s strategy to prioritize, in its portfolio, the transactions directly associated with its principal
activities, seeking to maximize its competitive positioning.
In Mineração Usiminas, in 2013 investments reached R$ 317.3 million, mostly regarding the Project Friáveis.
The year 2013 was marked by the beginning of the operations of the Iron Ore Treatment Installation (ITM),
designated Samambaia, as an integral part of the expansion plan of Mineração Usiminas, which estimates
for 2014 the beginning of the operation of ITM Flotação, where it will reach the total annual production
capacity of 12 million tons.
Also, it was the beginning of the exploration of the mining rights leased of MBL, which borders those of
Mineração Usiminas S.A., in the region of Serra Azul (MG), which increases the company’s access to its
reserves. The leasing is to last 30 years or until depletion of the reserves.
Still in 2013, Mineração Usiminas invested R$ 317.3 million, mainly in the conclusion of the Project Friáveis,
increasing the iron ore production capacity to 12 million tons per year.
The investments in 2014 totaled R$ 1.1 billion, 13.1% higher compared to the year of 2013. The main
investments were related to maintenance CAPEX, reform of Coke Oven No. 2 in the Ipatinga plant and the
conclusion of the Project Friáveis in the Mining unit. 87% of the total investments in 2014 were designated to
the Steel unit, 8% to the Mining unit, 4% to the Steel Transformation unit and 1% to the Capital Assets unit.
The Mining unit highlight in 2014 was the startup of the Iron Ore Treatment Installation (ITM) designated
Flotação, that will recover Pellet Feed from natural thin iron ore, thin iron ore dam and thick reject from
existing ITM´s and is part of the expansion plan for Mineração Usiminas, that estimates for 2015 the
consolidation of basic engineering with the Compact Project, for adapting to the new iron ore world market
scenario.
Mineração Usiminas invested in 2014 R$ 94.3 million, mainly related to the projects of dam heightening and
logistics flow, with the objective of adapting the current operation to the production levels estimated with the
startup of the new plants of Project Friáveis.
6.4. Date of Registration with CVM
04/11/1994
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6.5. Describe the principal corporate events, such as incorporations, mergers, spin-offs,
incorporations of shares, disposals and acquisitions of corporate control, acquisitions of important
assets that the issuer or any of its subsidiaries or affiliated companies have experienced in the last 3
fiscal years:
In the fiscal year ended December 31, 2014
a) Event
Fasal Trading Brasil closing
b) Major business conditions
At November 5 , 2014 the Company´s management decided to close down the
subsidiary Fasal Trading Brasil.
th
Fasal Trading Brasil had as social object the trading of steel and metallurgical
products, related services, as well as interest in other companies, national or
foreign, with related or complementary activities to yours.
c) Companies involved
Fasal Trading Brasil
d) Effects from the operation on the There was no effect resulting from this operation.
shareholding structure, especially on the
controlling interest, of shareholders with
interest of more than 5% and officers of the
company
e) Shareholding structure before and after There was no change.
operation
a) Event
Disposal of subsidiary company “Automotiva”.
On June 14, 2013, the Company executed with Aethra Sistemas Automotivos S.A.
(“Aethra”) a contract of purchase and sale of shares (“Contract”), which established
the whole transfer of shareholding in the capital of Automotiva Usiminas S.A.
(“Automotiva”). The sales price (company’s value), based on the balance sheet of
March 31, 2013, in the total amount of R$210 million and, as established in the
Contract, will be adjusted based on the variation of the working capital between that
balance sheet and the closure, occurred in November 2013. On December 20,
2013, after fulfillment of the precedent conditions provided for in the Contract, the
operation of disposal was completed, for which the Company received the total sum
of R$140 million and recorded a balance receivable of de R$16 million.
Automotiva Usiminas S.A.
company
e) Shareholding structure before and after There was no change.
operation
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a) Event
Capital increase in Mineração Usiminas.
On September 26, 2013, the capital contribution in Mineração Usiminas S.A. was
completed. In the transaction, the Company increased capital by transferring the
land of its ownership in Itaguaí - RJ, in the amount of R$ 246 million, and the
shareholders Serra Azul Iron Ore LLC and Sumitomo Corporation do Brasil S.A.,
companies of Grupo Sumitomo Corporation, contributed R$221 million, R$105
million being destined to the capital and R$ 116 million to the capital reserve of
MUSA.
Usiminas, Mineração Usiminas, Serra Azul Iron Ore LLC and Sumitomo
Corporation do Brasil S.A.
company
e) Corporate structure before and after There was no change.
operation
a) Event
Downstream merger of Summit Empreendimentos Minerais Ltda.
On October 26, 2012, Mineração Usiminas S.A. (“MUSA”), with the purpose of
taking operational synergy, merged with its shareholder Summit
Empreendimentos Minerais Ltda. (“SEM”), a limited liability company, with main
place of business in São Paulo, State of São Paulo, in a downstream merger.
MUSA and SEM
d) Effects from the operation on the As a result of that merger, the shares representing the capital of MUSA belonging
shareholding structure, especially on the to SEM were allocated to Serra Azul Iron Ore L.L.C. and Sumitomo Corporation
controlling interest, of shareholders with do Brasil S.A., sole unit of interest holders of SEM.
company
e) Shareholding structure before and after There was no change in the shareholding structure of Mineração Usiminas after
operation
the downstream merger of SEM.
a) Event
Merger of Mineração Ouro Negro
On September 28, 2012, Mineração Ouro Negro was merged by Mineração
Usiminas
Mineração Usiminas and Mineração Ouro Negro
company
e) Shareholding structure before and after There was no change in the shareholding structure of Mineração Usiminas after
operation
the merger of Mineração Ouro Negro.
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a) Event
Closure of the Activities of Usiminas Portugal
On November 30, 2012, the Company restructured its shareholdings abroad, opting
to close the activities of Usiminas Portugal, a company located in Portugal. That
company was a subsidiary of Usiminas International.
Usiminas International and Usiminas Portugal
company
e) Shareholding structure before and after There was no change in the shareholding structure of Usiminas International
operation
a) Event
Closure of the ativities of Fasal Trading Corporation
On August 3, 2012, the Company restructured its shareholdings abroad and closed
the activities of Fasal Trading Corporation, located in Florida, in the United States
of America. That company was a subsidiary of Fasal Trading Brasil.
Fasal Trading Brasil and Fasal Trading Corporation
company
e) Shareholding structure before and after There was no change in the shareholding structure of Usiminas International
operation
6.6. Indicate if the issuer filed any petition for bankruptcy, provided that it is based on relevant value,
or for judicial or out-of-court reorganization
There was no petition for bankruptcy in the last 3 fiscal years.
6.7. Provide other information as the issuer may deem relevant
In addition to the information above, the Company believes there is no additional relevant information that
must be provided in this item 6 of the Reference Form.
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7. Activities of the issuer
7.1. Describe briefly the activities developed by the issuer and its subsidiaries
According to its values, vision and corporate identity, the Company consolidates the group of its operations
in four major business units:
1.
Mining;
2.
Steel production;
3.
Steel transformation;
4.
Capital assets.
In the mining business unit there is allocation of the mineral assets of the mine of Serra Azul, located in the
Iron Quadrilateral of Minas Gerais, and one back-up area situated in the Port of Itaguaí, in the State of Rio
de Janeiro. The business unit also has interest of the Company in MRS Logística S.A. (“MRS”), a
concessionaire that controls, operates and monitors the South-east Network of the Federal Railway Network.
The steel production activity counts on the plant of Ipatinga (MG) and Cubatão (SP) and Unigal Ltda., Jointventure between the Company (70% interest) and Nippon Steel & Sumitomo Metal Co. (30% interest), which
processes hot-dip galvanized coils. Galvanized steel is especially used in the automotive, household
appliance, and civil construction industries. Until February 2011, the activities of a subsidiary of the Company
accounted for 14.25% of the total capital. The Company sold its total interest in the company Ternium in
February 2011. Two private mixed use marine terminals also belong to the Steel business unit: the Private
Terminal of Praia Mole (TPPM), in Espírito Santo, in which the Company participates as jointly-owned
assets, and the Private Marine terminal of Cubatão (TMPC), in São Paulo, both situated outside the
Organized Ports of Vitória and Santos, respectively.
The business unit of steel transformation encompasses the companies Soluções em Aço Usiminas S.A
(“Soluções Usiminas”) and Rios Unidos Logística e Transportes de Aço Ltda. (“Rios Unidos”).
Soluções Usiminas (SU) was consolidated in 2009 and 2010 from the steel processing and distribution
industries Fasal, Rio Negro, Dufer, and Zamprogna NSG, and the industrial assets of Usiminas, Usial and
Usicorte. The capital of Soluções Usiminas is divided among the Company (68.9%), Metal One Corporation
(20%) and the Sleumer family (11.1%). The company is specialized in the production of products and
rendering of services from flat steels and in its distribution.
The Company operates in the capital assets sector through Usiminas Mecânica S.A. (“Usiminas
Mecânica”), one of the biggest Brazilian companies, which provides high added value products, such as
industrial equipment and metallic structures, blanks and forged steel, several assemblies, railway cars,
casted for a number of industry sectors.
For more information about the activities of the Company’s subsidiaries, please refer to 9.1., letter “c” of this
Reference Form.
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7.2. In relation to each operational sector disclosed in the last year-end financial statements or, if
any, in the consolidated financial statements, indicate the traded products and services, revenue
from the sector and its percentage of the Company’s net revenue, and profit or loss of the segment
and its percentage.
a) Traded products and services
In the Steel Business Unit, Usiminas produces and trades the following flat rolled steel products: plates, thick
plates, hot-rolled products, cold-rolled products (uncoated products), electro-galvanized and hot-dip
galvanized products (coated products).
Plates: Primary products resulting from the continuous casting of carbon steel (from ultra-low to high content)
and/or micro bonded steel, of thickness ranging from 210mm to 260mm at the Cubatão plant, and of 200mm
and 252mm at the Ipatinga plant, width ranging from 700 to 2,000 millimeters and minimum height of 2,450
millimeters. The plates are basic inputs for the production of flat products. However, they can also be sold to
clients.
Heavy plates: Products resulting from hot rolling of steel plates, whether followed or not by thermal
treatment, ensuring a wide range of mechanical properties, so that mechanical resistance limit values of
1000 MPa may be reached. As for dimensions, thickness may range from 6.0 to 150.0 millimeters, width
from 900 to 3,900 millimeters, and height from 2,400 to 18,000 millimeters. The heavy plates may be
provided under the condition of conventional rolling, controlled rolling or controlled rolling followed by
accelerated cooling (TMCP). Those produced by conventional rolling may be supplied with thermal
treatment, such as normalization, quenching and tempering. Those products may be applied in infrastructure
businesses, civil construction (including bridges, hangars, and buildings), maritime platforms, large-diameter
pipes, agricultural and mining tools, and power plants.
Hot-rolled steels/Hot strips: Those products may be traded as coils or sheets and may reach high levels of
mechanical resistance, around 800 MPa. In relation to thickness, they may contain materials from 1.5 to 20.0
mm and, as for width: between 715 and 2,050 mm. The principal consuming sectors are spare parts, small
and large diameter tubes, civil construction, heavy structures, machinery and equipment, railway and
highway equipment, agricultural tools and components of electrical and electronic appliances.
Cold-rolled steels: Those products are traded as coils and sheets and may have high level of mechanical
resistance, of 1000 MPa. In dimensional terms, they may be supplied with thickness ranging from 0.20 to 3.0
millimeters and width between 750 and 1,860 millimeters. Thin sheets and cold-rolled coils are applied in the
automotive and spare part sector, packages, small-diameter tubes, as well as products of the civil and
furniture sectors.
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Galvanized products: Consist of cold-rolled zinc-coated coils (or zinc-iron alloy). Galvanization consists of
superficial coating of iron with metallic zinc, of one or more sides, applied through hot-dip (hot-dip
galvanized) or electrolytic (electro-galvanized) process. The galvanized products are especially applied in
automotive vehicles, civil construction (tiles, partition walls, gutter pipes etc.), electric appliances, electronic
articles, storage tanks, and agricultural equipment. Hot-dip galvanized and electro-galvanized products are
produced in the plant of Ipatinga.
Galvanization is one of the cheapest and most efficient processes to protect steel against the corrosion
caused by the exposure to water and atmospheric humidity. The Company produces galvanized sheets and
coils in continuous processing lines through hot-dip, with thickness ranging from 0.40 millimeters to 3.00
millimeters and width between 700 millimeters and 1,830 millimeters and, in the electrolytic galvanization
line, with thickness between 0.40 and 2.00 millimeters and width between 700 millimeters and 1,650
millimeters. Both processes result in highly adherent zinc-coated products, capable of being processed in
almost all types of bending machines and stamping press. Automobile manufacturers, consumer appliance
and construction industry use the products processed in the stamping press (leading the process of drawing
formation in steel). The aggregate value of the galvanizing process allows the Company's plants get a higher
profit margin with its galvanized products.
In the Business Unit of Capital Assets, Usiminas counts on Usiminas Mecânica, which ranks among the
country’s biggest companies of capital assets. The Company operates with Metallic Structures, and in the
Naval and Offshore, Oil & Gas, Industrial Equipment, Industrial Assemblies, Casting and Railway cars
sectors.
In the Business Unit of Steel Transformation, Soluções Usiminas operates in the distribution and service
markets as well as in the production of small-diameter tubes, offering its high added value products to its
clients. The Company has capacity of processing more than 2 million tons of steel a year in its 9 industrial
units, strategically distributed in the States of Rio Grande do Sul, São Paulo, Minas Gerais, Espírito Santo
and Pernambuco. In addition to the cutting services of the steel products, Soluções Usiminas produces
Forged Products and Blanks for a number of economic sectors, such as Automotive, Spare Parts, Civil
Construction, Distribution, Electric Appliances, Machinery and Equipment, Household Appliances, among
others. Please find below a description of those items.
Stamped Products: Stamped products mainly consist of cold-rolled and electro-galvanized sheets and coils,
cut and stamped in special formats. Stamped products include automotive parts and frameworks (chassis).
The stamped products represent another market niche considered highly profitable for Usiminas.
Blanks: Are thick hot- or cold-rolled or electro-galvanized sheets, or coils, cut in special formats (blanks),
stamped and automotive parts and engineering services, produced and processed in the services and
distribution centers of the Company.
Still in the Steel transformation Business, Soluções Usiminas industrializes coils and sheets supplied by
Usiminas in products such as several blanks, soldered sets, cylinders, welded tubes. On top of that, the
company renders services such as transversal and longitudinal cut, laser welding, cleaning and others, and
distributes coils and sheets supplied by Usiminas.
In the Business Unit of Mining, Mineração Usiminas holds mineral assets with potentially mineable reserves
estimated in 2.6 billion tons. In 2014, the sales of Mineração Usiminas totaled 5.6 million tons of iron ore,
73% of which to Usiminas and 27% to other clients.
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Other Products: Consist of “special products and services” generated in the steel production process or in
the support process of steel production. It is worth mentioning the following products: casted, forged, nonrolled products (such as sludge and slag), carbo chemicals (benzene-toluene-xylene – BTX, ammonia,
bitumen, naphthalene and tar), services of new rolling of plates and assets disposed of (such as old engines,
non-ferrous scrap iron, deactivated equipment). Casting of the Company in Ipatinga is the greatest casting in
South America when it comes to size of parts on demand for own use and for external clients and other
metallurgical companies. Casted parts are produced as designed for a number of machines of hydroelectric
power, mining and metallurgical plants, paper mills, among others, in steel, casted iron and other metals.
Finally, the Company produces forged bars in Ipatinga.
b) Revenue resulting from the sector and its percentage of the issuer’s net revenue and c) profit or loss
resulting from the sector and their percentage of the issuer’s net profits
The tables below show the revenue resulting from each Business Unit and its percentage of the Company’s
net revenue, as well as of the operational profit or loss resulting from each Business Unit.
At December 31, 2014
MINING
STEEL
PRODUCTION
STEEL
TRANSFORMATION
CAPITAL
ASSETS
ADJUSTMENTS
CONSOLIDATED
COMPANY
Net Revenue from Sales
742,988
10,928,650
2,340,952
794,278
(3,065,239)
11,741,629
Domestic market
617,278
9,326,927
2,332,918
786,156
(3,065,239)
9,998,040
Foreign market
125,710
1,601,723
8,034
8,122
-
1,743,589
(502,857)
(10,076,472)
(2,271,112)
(715,897)
2,861,474
(10,704,864)
Gross Profit
240,131
852,178
69,840
78,381
(203,765)
1,036,765
Operating (Expenses)
Revenues
(92,277)
(259,862)
(112,759)
(53,640)
4,740
(513,798)
Operating Profit (Loss)
before Financ.
147,854
592,316
(42,919)
24,741
(199,025)
522,967
EBITDA
277,060
1,545,550
(3,730)
50,023
(5,833)
1,863,070
EBITDA MARGIN
37,3%
14,1%
-0,2%
6,3%
Percentage of
Consolidated Net
Revenue
5,0%
73,8%
15,8%
5,4%
In thousand reais
Cost of Products Sold
15,9%
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In thousand reais
MINING
STEEL
PPRODUCTION
STEEL
TRANSFORMATION
CAPITAL
ASSETS
ADJUSTMENTS
CONSOLIDATED
Net Revenue from Sales
1,136,097
11,336,465
2,463,791
972,332
(3,079,218)
12,829,467
Domestic market
1,024,434
10,185,002
2,443,053
959,893
(3,079,218)
11,533,164
111,663
1,151,463
20,738
12,439
(502,900)
(10,569,533)
(2,228,537)
(921,618)
2,868,924
(11,353,664)
633,197
766,932
235,254
50,714
(210,294)
1,475,803
(124,177)
(567,193)
(198,332)
(71,765)
5,343
(956,124)
before Financ.
509,020
199,739
36,922
(21,051)
(204,951)
519,679
EBITDA
(22,746)
1,806,426
Foreign market
Gross Profit
Operating
(Expenses)/Revenue
582,262
1,151,028
90,196
5,686
EBITDA MARGIN
51,3%
10,2%
3,7%
0,6%
Percentage of Consolidated Net
Revenue
7,14%
71,26%
15,49%
6,11%
1,296,303
14,1%
In thousand reais
MINING
STEEL
PRODUCTION
STEEL
TRANSFORMATION
CAPITAL
ASSETS
ADJUSTMENTS
CONSOLIDATED
Net Revenue from
Sales
898,537
11,452,533
2,077,086
1,017,371
(2,734,646)
12,710,881
Domestic market
669,154
9,053,942
2,045,724
1,015,049
(2,670,993)
10,112,876
Foreign market
229,383
2,398,591
31,362
2,322
(63,653)
2,598,005
(341,994)
(11,488,927)
(1887,065)
(997,214)
2,485,503
(12,229,697)
556,543
(36,394)
190,021
20,157
(249,143)
481,184
(151,246)
(571,188)
(183,228)
(55,967)
7,220
(954,409)
before Financ.
405,297
(607,582)
6,793
(35,810)
(241,923)
(473,225)
EBITDA
439,256
276,995
59,724
(10,566)
(68,821)
696,588
EBITDA MARGIN
48.9%
2.4%
2.9%
-1.0%
Percentage of
Consolidated Net
Revenue
5.82%
74.15%
13.45%
6.58%
Gross Profit
Operating (Expenses)
Revenues
5.5%
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7.3. In relation to the products and services corresponding to the operational sectors disclosed in
item 7.2. , describe:
Mining
a) Characteristics of the production process
The production process consists of extraction (excavation, perforation and handling) and processing
(crushing, cleaning, concentration) of iron ore. The technology used in its extraction process is national,
originated from its predecessor, J.Mendes, now acquired, and continuously improved by the Company,
always in line with the sustainability of its business and its expansion projects. The yearly production
capacity is 12.0 million tons of iron ore. Mining machines, equipment and facilities are covered by the
Company’s corporate insurance policy. Preventive maintenances are performed from time to time by the
company in compliance with its plans and safety policies.
b) Characteristics of the distribution process
In the year 2014, 73.0% of the total sales volume was sold to the Plants of Ipatinga – MG and Cubatão – SP,
which belong to Usiminas, and the remaining part, destined to the domestic market, sold without intervention
of third parties, commissioners or dealers. In 2012, the total amount sold to the plants belonging to Usiminas
was 70.9% and, in 2013, it was 62.5%.
The distribution process is mainly performed through highway transportation contracted with independent
carriers and transportation companies of the Company until the railway terminals situated in Itaúna and
Sarzedo, State of Minas Gerais. The responsibility for the other distribution phases is defined according to
the commercial contract, which occurs through railway transportation until the plants belonging to Usiminas
or until the port terminals, when they are destined to the external market.
c) Characteristics of the operation markets
In the midst of an environment filled with uncertainties, the year of 2012 was challenging to the global
economy, which grew below the long-term trend for the second consecutive year. The generalized fall in the
prices of ores was one of the consequences for the adverse macroeconomic scenario. The prices of iron ore
became much more volatile, which showed great volatility of reduction, especially in the third quarter of the
year.
In 2011, although the prices of iron ore have beaten record during the first semester of the year, as from the
end of the third quarter, the international economy moved backwards, showing slowdown levels, resulting
especially from the stagnation in the developed countries and mild growth of the emerging economies. In the
22
domestic market, the country’s growth displays signs of robustness, accounting for 2.7% of the PIB ,
23
according to data of IBGE . The prices of iron ore in the first semester of the year had more favorable levels
compared to the last fiscal year, becoming less intense in the second semester due to some uncertainties
especially in the maintenance of the growth rhythms of the great Asian markets, buyers of iron ore. The
company ended its activities in the fiscal year of 2011 with a production of 6.3 million tons, flowed to its own
Plants, clients both in the domestic and external markets.
22
23
Gross Domestic Product
Brazilian Institute of Geography and Statistics
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In the year of 2013, the global demand for iron ore increased 5% compared to 2012, reaching 1,874 billion
tons. Out of that total volume, the percentage of the demand for ore importation in China was 40%,
accounting for an 11% growth compared to 2012. The average price of iron ore in 2013 was higher than in
the previous year, which was associated with the growing production of steel in China and its dependence
on import of that raw material. Mineração Usiminas produced in this year 6.5 million tons.
In 2014, China, which is the world's largest importer of iron ore, obtained a consumption 5% higher
compared to 2013, and the import of raw materials by Asian country increased 13.3% over the previous
year. However, the global supply also increased, especially with new volumes from Australia, which exported
21% more compared to 2013. The Brazilian product exports in 2014 advanced 5% over the previous year,
reaching a volume of 346 million tons, mainly due to new projects of large mining. The increase in world
supply and austerity in credit and funding resources in China resulted in a reduction of almost half the price
of iron ore in the international market. This year, were produced by Mineração Usiminas 6.1 million tons of
iron ore.
The extraction of ore takes place in mineral concession areas authorized by DNPM 24, both in own or third
parties’ mining areas.
d) Possible seasonality
None.
e) Principal supplies and raw materials
The principal supplies and raw materials acquired are fuels (diesel fuel, gasoline), whose market is regulated
by ANP - Petroleum National Agency, while explosives for civilian use are regulated by the Ministry of
Defense.
i) Description of the relations maintained with the suppliers, including whether they are controlled or
regulated by government, with indication of the bodies and the corresponding applicable law
The company has executed long- and short-term contracts with fuel suppliers that do not belong to the
companies of Usiminas in order to serve all units of the Companies of Usiminas, negotiating better prices
due to the volume consumed. In regard to the explosives, the company has also executed long- and shortterm contracts with suppliers that do not belong to the companies of Usiminas in order to supply most of its
supplies, and acquires a minor part of several suppliers available in the market. The supplies are subject to
specific regulation. The fuel markets (diesel fuel, gasoline) are regulated by ANP – Petroleum National
Agency (ANP Resolution No. 12, of March 21, 2007), and the explosives for civilian use are regulated by the
Ministry of Defense (Decree No. 3665, of November 20, 2000).
ii) Possible dependence on a few suppliers
The supply of the supplies and raw materials the Company needs is contracted with a diffused base of
suppliers. Therefore, the Company is not limited to a few suppliers to acquire those supplies and raw
materials.
24
National Department of Mineral Production
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iii) Possible volatility in its prices
There is no important volatility in the prices of the supplies and raw materials acquired by the Company,
except the fuels influenced by variations related to the behavior of the price of petroleum in the international
market.
Steel production
The Plants of Ipatinga and Cubatão are integrated. Please find below a brief summary of the steel production
process.
- Raw material yards
The principal raw materials used in the production of steel in integrated plants are charcoal, iron ore,
limestone, dolomite and manganese. Iron ore and charcoal are stored in raw material yards. Next, they are
homogenized, sifted and calibrated for usage in the coke furnace and in the blast furnaces.
- Coke furnace
The mixture of charcoals (high, medium and low volatile charcoals and soft charcoals) is crushed and heated
in vertical furnaces for removal of their volatile components. This distillation process transforms charcoal into
coke, which is the fuel of the blast furnaces, thus providing heat and acting as a reducer. Such process also
produces gas as byproduct, used by the plants in the burning of their furnaces, as well as a fuel source for
their own generators.
- Sintering Plant
After the homogenization and sifting processes, the iron ore powder and the charcoal powders are mixed
together with other materials (coke breeze, limestone, dolomite, dunite and anthracite) and processed to
create agglomerate called sinter. Those raw materials are mixed and arranged in rolling mats, whose initial
part has ignition furnaces that starts the combustion of coke and anthracite of the mixture. Next, through air
suction, the combustion of the mixture is kept until it is totally burned, when also the particles resulting from
the mixture of iron ore fine and other additions go through a superficial fusion, agglomerate and form a cake.
After it is crushed and sifted, this cake will produce lump sinter in appropriate dimensions for usage in the
blast furnaces, together with iron ore pellets and coke.
- Blast furnace
The blast furnace is loaded with sinter, coke, lump ore and pellets. During the process, the air is blown by
special compressors, passes through a heat process in heat regenerators and is blown into the blast furnace
through special vents, promoting the combustion of coke and injected charcoal. That combustion especially
generates the reducing gas carbon monoxide, which will react with oxygen of iron oxides (found in sinter,
pellet and lump ore) in the upper part of the blast furnace, absorbing oxygen, generating carbon dioxide and
releasing the metal iron. In the lower part of the blast furnace, where coke and injected charcoal are burnt,
iron and other impurities are casted in two phases, pig iron (which basically consists of iron and carbon) and
slag, which mainly consists of oxides, calcium and magnesium. The compound mainly formed by iron and
around 4% of carbon that it absorbs in contact with coke is called pig iron, which is the principal raw material
for the steel manufacturing.
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- Steel Mill
In the steel mill, liquid pig iron, together with steel scrap, in addition to other additives in small volume such
as manganese, nickel and aluminum ores, after being loaded into the converter, pass through oxygen
blowing that starts the combustion of carbon of pig iron, thus reducing its content in the iron-carbon alloy and
generating heat to cast the scraps and other additives. The alloy with less than 2% of carbon is called steel.
Generally, that carbon content is from 0.0030 to 0.15%. In addition to the blowing into the converter, there
are other supplementary metallurgical processes, such as desulphurization, degasification and desilication,
performed in specific equipment and pans, according to the metallurgical and mechanical characteristics
intended for the end product. In the steel mills, there is the continuous casting, in which liquid iron is put for
solidification over roller tables with special cooling systems. Since the entire process is cooled, there is fast
and superficial solidification of steel, thus forming plates with thickness from 200 to 250 millimeters, and then
they are deburred and stored. This way, liquid pig iron is converted into steel, which may be then refined
according to the standard specifications or the requirements of the clients. When it is ready, the steel is
converted into plates that will be rolled or sold as semi-finished products.
- Hot Rolling Line
In the hot rolling line, the plates are heated again and then processed in the blooming mills, thus generating
sketches. These are transferred through roller tables to the finishing mill, which is a set of six rollers in
sequence that reduce the thickness of the sheet from 1.5 to 20 millimeters, and then the plate is transformed
into hot-rolled coils.
- Pickling Line
In the pickling line, the hot-rolled coils pass through a cleaning process for removal of oxides generated due
to the high temperature of the rolling process through a chemical process. The resulting material may be
sold for specific usage (such as rerolling) or used as raw material in the cold roller.
- Cold Rolling Line
After the pickling process, the material passes through the cold strip roller, which reduces the thickness to
thicknesses of up to 0.2 mm; subsequently, this material is sent to annealing and hardening rollers for
adjustment of mechanical property, flatness and superficial rugosity. In this case, the resulting product is
cold-rolled coils.
- Coating Lines (Galvanization)
There are three galvanization lines at the Company: 2 by hot-dip and 1 by electroplating. In the electrolytic
galvanization line, the already annealed and hardened material resulting from cold rolling is received and
processed in Zn bath, which is put through electroplating in one or both sides of the sheet. The end product
of that line is therefore a cold rolled material with zinc coating in one or both faces, designated electrogalvanized. On its turn, in the Unigal’s hot-dip galvanization lines, the full-hard cold rolled material passes
through annealing process and then is dipped in a casted zinc bath.
When it goes out of the pot with liquid zinc, it receives, before its solidification, nitrogen jet, which must adjust
the coating thickness. Since this is an immersion process, this type of galvanization only allows coating in
both faces of the sheet.
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- Maintenance
The metallurgical plant is subject to scheduled maintenance from time to time. Rollers and coating lines
generally are maintained on a semiannual or weekly basis, while blast furnaces and other important
operational equipment are maintained on a monthly, semiannual or yearly basis.
- Unigal
Unigal Ltda. performs the galvanization of the cold rolled coil through hot-dip process, with generation of
zinc-coated coil.
- Insurances
The insurance policies kept by the Company and some subsidiaries offer coverage deemed sufficient by
Management. On December 31, 2014, the Company and some of its subsidiaries had insurance policies for
buildings, goods and raw materials, equipment, machinery, real estates, objects, utensils and facilities that
form the insured establishments and the corresponding premises of the Company, Usiminas Mecânica,
Unigal and Usiroll, whose value at risk was US$27.9 billion (December 31, 2013 – US$28.3 billion), an
insurance policy of operational risks (All Risks) with maximum indemnity limit of US$1,0 billion per claim. On
December 31, 2014 and 2013, the maximum deductible amount for material damages was US$7.5 million
and, for coverage of loss of profits (loss of revenue), the maximum deductible was 21 days (delay time). This
insurance is to terminate on June 30, 2015.
- Production
In the year of 2014, the plants of Ipatinga and Cubatão produced 6.1 million tons of crude steel, 13.3% less
than the production of crude steel in the year of 2013. In 2013, the production in those plants was 6.9 million
tons of crude steel, 4.3% less than the production of crude steel in the year of 2012, which was 7.2 million
tons.
Rated capacities of production of Usiminas are distributed according to the following table:
Nominal Capacity
Line
(thousand ton/year)
Plant of Ipatinga
Plant of Cubatão
Heavy plates
1,000
1,000
Hot-rolled laminates
3,600
4,400
Cold-rolled laminates
2,500
1,200
Plates
5,000
4,500
360
-
1,050
-
Galvanized
Electro-galvanized
Hot Dip Galvanized
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Usiminas currently counts on a logistic structure that is made up of thirteen distribution centers and eight
customer deposits, in addition to two ports. Such structures are almost entirely situated in the South-east
and South regions, which are strategic areas for the efficient service of the principal clients. Together with
the quality of its products and services, the service structure has allowed the company to stand out as the
biggest supplier of flat steels for the principal consuming sectors of the country.
To serve the domestic market with assistance guarantee at the level of service agreed upon, the company
strategically explores both Brazilian railway and railroad networks, as well as growing use of coastal trade to
serve North and Northeast markets of the country. Both in flow and supply operations, Usiminas counts on
services rendered by two great railway companies, MRS Logística S.A. and VLI, this one with FCA –
Ferrovia Centro Atlântico and Vitória-Minas Railway, and with around 26 railroad carriers, including Rios
Unidos, a company of Usiminas group.
To serve the external market, the company counts on the structure of two marine terminals. Exports of
products produced in the Plant of Cubatão are paid up directly through the Cubatão Terminal, while products
produced in the Plant of Ipatinga are exported through the Praia Mole Terminal.
The principal focus of the metallurgical business of Usiminas is the domestic market. In the year of 2014, the
total sales amounted to 5.5 million tons, 83% of which destined to the domestic market, which corresponds
to 4.6 million tons of products. Such movement originates from the strategy of seeking higher sales
profitability. The foreign market is also important for the company and becomes more relevant in times of
weakened domestic market. The principal destinations for the exportations of Usiminas in 2014 were USA,
Argentina, Mexico, Taiwan and Colombia.
In the domestic market, Usiminas trades a varied range of products for the Automotive, Industrial, White Line
and Civil Construction sectors. Among them, the Automotive sector points out as focus and accounted for
30% of the sales of Usiminas. In addition, Usiminas vigorously operates in the steel distribution market,
through Soluções Usiminas, of clients that are partners of Rede Usiminas and of sales to the other
distributing clients. Usiminas allocated 36% of its sales for this segment in 2014.
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Usiminas Regional Distribution of Sales of Flat Laminates (%):
Description
2012
2013
2014
%
%
%
100
100
100
São Paulo
60
49
45
Minas Gerais
14
19
22
Rio Grande do Sul
7
12
11
Rio de Janeiro
5
3
4
Paraná/Santa Catarina
7
7
7
North/Northeast
5
6
8
Mid-West /ES
2
4
3
2012
2013
2014
%
%
%
Automotive
33
32
30
Industrial
19
16
19
6
7
7
33
35
36
9
10
8
Domestic market
Usiminas Sectorial Distribution of Sales (%):
Markets
White Line
Large Network
Civil Construction
Does not include plates.
The Brazilian market of flat steels consumed 13.4 million tons in 2014 (preliminary numbers), out
85% of the volume was supplied by the local plants and 15% by imports. The comparison with the
year shows decrease of 9% after rise of 5% in 2013. The decline in consumption in 2014 comes
reduction in industrial activity observed throughout the year, especially in the second half, and
expected in the projections made at the beginning of the year.
of which
previous
from the
was not
Even with the devaluation of Brazilian real to less attractive levels to imports, the volume of 2.0 million tons
of imports astounded. In comparison with 2013, there was growth of 22%, and China remained as the
principal origin of imports (about two thirds of the total), followed by Russia and Korea. Another challenge the
local metallurgical company faced is the indirect steel imports, estimated in 4.8 million tons. Out of that total
volume, around 3.3 million tons would correspond to flat steels found in imported end products. It is also
estimated that two thirds of those indirect imports of flat steels are allocated to the sectors of machinery and
equipment, vehicles and spare parts.
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Despite the challenges, the environment for steel production tends to have benefits in the medium term for
the recovery of confidence and the stronger resumption of the industrial investments, especially in
infrastructure. There is also expectation that commercial defense measures and policies supporting the local
industry may improve the business environment for the national steel production.
Historically, in the months of December, January and February there is a slightly smaller demand due to
pauses and blanket vacations that occur in several companies consuming steel.
Considering this seasonality, the sales planning of the companies of Usiminas seeks to consider the
compatibility of those variables while seeking to maintain the production stable, offsetting internal fluctuations
with exportations to other markets.
Physical Sales (thousand tons)
Market
1Q14
2Q14
3Q14
4Q14
2014
Domestic market
1,268
1,236
1,064
1,005
4,572
169
220
337
242
968
1,437
1,456
1,401
1,247
5,541
Foreign market
TOTAL
Seasonality of markets in accumulated sales throughout the year:
Domestic market
Foreign market
28%
17%
27%
23%
23%
35%
22%
25%
100%
100%
Total Share
26%
26%
25%
23%
100%
Market shares in relation to the total sold in the period:
Domestic market
Foreign market
TOTAL
88%
12%
85%
15%
76%
24%
81%
19%
83%
17%
100%
100%
100%
100%
100%
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Market
1T13
2Q13
3T13
4T13
2013
Domestic market
1,226
1,428
1,453
1,299
5,407
365
144
112
193
813
1,591
1,572
1,565
1,492
6,220
Foreign market
TOTAL
Domestic market
Foreign market
23%
45%
26%
18%
27%
14%
24%
24%
100.00%
100.00%
Total Share
26%
25%
25%
24%
100.00%
Domestic market
Foreign market
TOTAL
77%
23%
91%
9%
93%
7%
87%
13%
87%
13%
100.00%
100.00%
100.00%
100.00%
100.00%
Market
1T12
2Q12
3T12
4T12
2012
Domestic market
1,246
1,327
1,262
1,209
5,044
267
561
487
522
1,837
1,513
1,888
1,749
1,731
6,881
Foreign market
TOTAL
Domestic market
Foreign market
25%
15%
26%
31%
25%
27%
24%
28%
100.00%
100.00%
Total Share
22%
27%
25%
25%
100.00%
Domestic market
Foreign market
TOTAL
82%
18%
70%
30%
72%
28%
70%
30%
73%
27%
100.00%
100.00%
100.00%
100.00%
100.00%
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e) Principal supplies and raw materials, informing:
in relation to the Energy resources (electrical energy and gas), Usiminas maintains a long-term relation with
the strategic suppliers in order to maintain the supply of electrical energy and other energy resources. Those
suppliers are evaluated by their performance in complying with the contracts and delivering the products.
The electrical energy supply nowadays is executed in the free energy market, which allows the purchase of
energy from any generator and/or energy trader, the local distributor being in charge of delivering the
product.
On the other hand, the natural gas supply is executed only by the local concessionaire, which is entitled to
supply the product in its concession region. Such scenario may be changed with the new gas law that is
about to change the gas market to a market similar to that of electrical energy.
The electrical energy supply is regulated by the Federal Government through ANEEL (Brazilian Electricity
Regulatory Agency) and controlled by other bodies/entities, such as: ONS (National System Operator),
CCEE (Chamber of Commerce of Electrical Energy), among others.
The natural gas supply is regulated by state bodies which define the rates of the product. The other energy
resources are not regulated, however, the suppliers are tied up to a single producer.
With regards to Charcoal, Usiminas has executed long-term contracts with strategic suppliers to provide part
of its supply chain related to solid fuels. Such suppliers are evaluated for their contractual and global
financial performance, as well as flexibility in delivery. Since they are imported raw materials, safety stocks
are maintained to reduce the risk of destocking caused by occasional logistic impacts.
As for green petroleum coke, the supply is basically executed by a national supplier and periodically by
foreign suppliers of several sources.
In relation to metals and other supplies, we try to keep a long-term relation with the suppliers, esteeming the
good relation and continuity of supply. We incessantly search for new agents in the market in order to
maintain the competition healthy and take advantage of the opportunities. All suppliers are continuously
evaluated and we always strategically plan the best purchase. We evaluate the suppliers for their capacity to
serve the volume of Usiminas, quality/performance of the materials, environmental controls and labor
conditions. In general, the suppliers have stocks of materials in their plants to serve the Company.
Usiminas has always remained open to new suppliers and we have no supply issues with our partners.
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In relation to Energy Sources (electrical energy and gas), the electrical energy supply has no dependence on
a single supplier; however, the consuming unit must execute contracts of usage of the electrical system with
the local distributor in case it is linked to the distribution network or with ONS, in case it is linked to the basic
network. Currently Usiminas has supply contract with CEMIG until 2019.
As for the supply of the other energy resources, although there is more than one supplier, there is a great
dependence on a single producer; namely, Petrobrás.
In relation to Charcoal/Coke, there is no explicit dependence on any specific supplier. However, we intend to
develop long-standing relations. We have a wide range of suppliers with materials of superior quality that we
try to favor in our acquisition base.
With respect to metals and other supplies, in some specific cases we have only one supplier, but these are
not the majority. The materials bought are always materials approved by the technical area and developed
jointly. There is a continuous investment in the homologation of new suppliers and products. Most of the
disbursement is concentrated on few materials and generally they have few supply options.
In relation to Energy Sources (electrical energy and gas), the prices of the electrical energy contracts are
25
negotiated among the parties and readjusted on a yearly basis with indexes checking inflation (IGP-M and
26
IPCA ). As for the rates for using the system, they are regulated by ANEEL and adjusted on a yearly basis.
The rates charged for the other energy resources highly depend on the prices of refineries of Petrobrás,
reason why their volatility is related to the readjustments performed by Petrobrás to the distributors.
In relation to Charcoal, the prices are readjusted on a semiannual, quarterly or monthly basis, according to
the marketing characteristics and the contracts with the suppliers.
Concerning metals and other supplies, we have volatility in the prices of most of the materials bought. The
prices of many of them are linked to the prices of the international market. Now and then we make “hedge” to
reduce this effect and have a better budgetary foreseeability. We always seek negotiations with more
extended term and fixed prices whenever applicable.
25
26
General Index of Market Prices
Extended Consumer Price Index
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Steel transformation
The production process of the steel transformation sector occurs as follows:
Soluções Usiminas performs two principal activities, (i) transforms the products flat steels into coils and thick
plates into regular or figured sheets, cylinders, blanks, welded tubes, among others and (ii) stores and
distributes the products supplied by the steel production unit , as needed by different clients.
The sector of steel transformation aggregates:
Soluções Usiminas is the biggest center of services in flat steel of Brazil and represents convenience to the
clients because of the steel management, from acquisition to delivery, always in compliance with the most
demanding standards of quality and specifications.
Soluções Usiminas has own insurance policy for its equipment, buildings and other assets.
The steel transformation sector has regional service centers analyzing the needs of every client and offering
customized products, such as processed flat steels (several cuts), scheduled Just-in-time deliveries,
fractionation of deliveries, among others. The benefits to the clients are: flexibility, lower lead time, reduction
of stocks, availability of room in their plants, among others.
Soluções Usiminas has capacity to process more than 2 million tons of steel p.a. in its 09 sites in Guarulhos,
São Roque, Bonsucesso, Taubaté, Campo Limpo Paulista, Humaitá, Santa Luzia, Betim, Serra and Suape.
It serves the following sectors: automotive, civil construction, distribution, electric appliances, machinery and
equipment, household appliances, among others. Thus, Usiminas strengthens its presence in the several
sectors consuming steel by increasing the portfolio of products and services and better understanding their
needs.
At Soluções Usiminas, the distribution process is principally executed by highway transportation.
As described in this item for the steel production sector.
e) Principal supplies and raw materials
At Soluções Usiminas, the principal raw material in the production process consists of steel coils, acquired
almost entirely from the supplier Usiminas, situated in the same country.
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The suppliers operating the steel transformation sector are companies of Usiminas and that, therefore, foster
a good relation among the production units and the corresponding suppliers. The supplies described above
are subject to the same authorities and regulation described in item 7.5 of this Reference Form.
At Soluções Usiminas, the principal supplies are acquired from the suppliers of Usiminas, situated in the
same country. Soluções Usiminas does not significantly depend on suppliers that do not belong to Usiminas,
and is not subject to important risks of supply.
At Soluções Usiminas, the principal supplier is its controlling company (Usiminas). Occasional volatilities in
the prices of the goods are related to the oscillation in the price of the products that the Company sells or in
the price of the raw materials and other supplies used in the production process.
Capital assets
Subsidiary of the Company in the sector of capital assets, Usiminas Mecânica ranked among the greatest
companies of capital assets of Brazil. The company operates in the following business areas: Metallic
Structure and Bridges, Industrial Equipment, Industrial Assemblies, Blanks and Stamping, Casting and
Railway Cars.
The production process in the sector of capital assets starts from the technical specification and drawings of
the equipment, bridges, structures and so on, until their final assembly, which is presumed cuts of sheets,
special welding, tests, assemblies in the factory and, in the event they are contracted, transportation and
assembly in loco.
Among the numberless markets in which the company operates, nowadays the focus is on the following
sectors:
1.
Metallic Structures and Bridges: Engineering, Supply and Assemblies of Metallic Structures for
plants and industrial buildings in the areas of civil construction, mining, refineries and metallurgy, including
projects of airport facilities, railway, port and airport infrastructure;
27
o
Naval/Offshore: Equipment for the E&P
area - Petrobrás, process modules for FPSOs,
components for fixed platforms, blocks of small and medium sized ships (up to 200 tons), Plets, Plems;
2.
Oil & gas: Medium and large sized equipment (up to 250 tons) for petrochemical industries,
refineries, fertilizer factories and industrial plants;
3.
Metallurgy and Mining: Integrated solutions and turnkey projects, such as vacuum degasification
systems, coke furnaces;
4.
27
Energy: Equipment and components for generation of hydroelectric, thermoelectric and aeolic plants;
Exploration and Production
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5.
Industrial Assembly: electromechanical assembly services, systems and constructions for plants and
industrial units of mining, steel production and oil & gas sectors;
6.
Cars: Engineering and Supply of cable car/GDU type railway cars, PEE, Telescopes FTT (Cellulose),
Platforms and others. Capacity of up to 3,000 cars/p.a. Supplies to all great railway operators in Brazil, with
emphasis on VALE, MRS, FCA, ALL, being 220 units for Vale and 218 units for MRS;
7.
Casting: Total capacity of 25,000 tons/p.a., being 2,000 tons for large dimension parts (up to 80 tons
each one), and other 23,000 tons for parts of up to 3 tons each on, through automated system focused on
the railway (bogies, sleepers), automotive/agricultural sectors (parts for harvesters, tractors).
The following long-term projects are worth mentioning:

Supply of furnaces, platforms, towers and bell mouths for Petrobrás;

Supply and assembly of storage tanks for Petrobrás;

Blanks for agricultural and railway tools and the naval industry;

Manufacturing and assembly of shipyard for Brasfels;

Disassembly and assembly of Furnace for Mineração Onça-Puma – Vale;

Manufacturing and assembly of structures for Mina Cauê – Vale

Electromechanical assembly for Mineração Barro Alto - Anglo American;

Electromechanical assembly for Mineração em Canaã dos Carajás - Vale;

Reform of Coke Furnace No. 3 – Usiminas;

Supply of steel beams for changing ways of the urban transportation railway cars – São Paulo
Project - Tiradentes Express – Bonbardier Transportation Brasil Ltda.;

Electromechanical Assembly Services for Projeto da Nova Oeste [New West Project], in Mina Oeste,
of Mineração Usiminas (MUSA), in the Region of Serra Azul, in Itatiaiuçu/MG.
The distribution in this sector occurs as soon as the goods are manufactured and delivered through railway,
highway and maritime routes. The transportations are principally rendered by several outsourced companies
that do not belong to the companies of Usiminas. Rios Unidos, one of the companies of Usiminas, also
renders transportations to Usiminas Mecânica in volume not relevant. The sales of Usiminas Mecânica are
performed through own commercial area, being two sales office, one at the main place of business of the
company, in Belo Horizonte/MG, and the other in São Paulo capital.
c) Characteristics of the operation markets, specially
The sales of Usiminas Mecânica are linked to the demand for infrastructure and capital assets and,
therefore, they depend on the economy performance and there is no important seasonability.
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e) Principal supplies of raw materials, informing:
i. Description of the relations maintained with the suppliers, including whether they are controlled or
The principal raw material is steel and the principal suppliers are companies of Usiminas (subsidiary of
Usiminas Mecânica), which adopt market practices in the commercial relations, which are subject to CVM
regulations, for instance, periodic independent audits, responsible for evaluating the suitability of the
accounting practices in relation to those relations and the financial statements. Since the supplies are
acquired almost entirely from companies that belong to Usiminas, the applicable authority and legislation are
the same applicable to the Company, as described in item 7.5. below.
ii. Possible dependence on a few suppliers
The sector of capital assets especially depends on companies that belong to Usiminas for the supply of the
principal raw material, which is steel. For the principal supplies other than steel, such as electrode and paint,
there are no dependencies on a few suppliers.
iii. Possible volatility in its prices
The possible volatilities of the goods prices are related to the possible oscillation in the price of the products
that Usiminas sells in the market. That is because the commercial relations of Usiminas Mecânica with its
holding company are the same as the conditions seen in the market.
7.4. Identify whether there are clients responsible for more than 10% of the issuer’s total net revenue
The Company did not have any client with participation higher than 10% of its total net revenue in the last
three fiscal years.
7.5. Describe the relevant effects of the state regulation on the Company’s activities and specifically
comment on:
a) need for governmental authorizations for performing activities and history of relation with the public
administration to get such authorizations
Brazilian Environmental Legislation
The Brazilian legislation, starting with the Brazilian Constitution, defines the ecologically balanced
environment as a right of everyone, defining nature as an asset for common use of the people and essential
to the quality of life, imposing responsibility to the Public Power and the citizen for its defense and
preservation. Therefore, the legal system encompasses countless control instruments through which every
possible and regular intervention on the environment considered can be verified.
Activities deemed as of significant intervention on the environment encompass exploration of the
metallurgical industry (and commercialization of its products), which must comply with legal precepts,
administrative rules and previously established rites. Also, obtaining environmental licenses for the business
localization, installation and operation is vital for its regular operation.
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To license enterprises whose environmental impacts exceed the municipal limits, as in the case of a
metallurgical plant, the competence is delegated to the body of the state public power. Therefore, in the
States of São Paulo and Minas Gerais, where the industrial plants of Usiminas are situated, the state
authorities audit the plants of Ipatinga and Cubatão, requiring their compliance with the same environmental
standards related to their operation licenses.
In case of mining, since the area to be mined is within the limits of a Federation State, the state bodies are
also in charge of granting applicable environmental licenses.
Licenses abide by similar and sequential criteria and they are granted for high impact activities, mandatorily
followed by the presentation of studies and reports (EIA/RIMA). Also, licenses are to validate the place
(Previous License), installation of the enterprise (Installation License) and operation (Operation License).
There are additional licenses to be obtained in specific situation, such as, for instance, the license for vegetal
suppression, in cases such activity is proved to be required, and the granting, which is the license for usage
of water resources.
Environmental Licenses
The production process of Metallurgical Plants results in emission of gaseous, liquid and solid wastes that
may affect the environment, in addition to the use of environmental assets. Each State in which the
companies of Usiminas operate is in charge of issuing the corresponding environmental licenses and the
control of potentially polluting activities.
The companies of Usiminas are duly licensed or under process of license revaluation (which, according to
the terms of the legislation, is the same of valid license) and they are fully authorized to operate.
As in the metallurgical plants, mining activities also demand Previous Environmental (LP), Installation (LI)
and Operation (LO) licenses, each one of them with an expiry date that may vary, namely: LP not more than
5 years, LI not more than 6 years, and LO with a minimum of 4 years and maximum of 10 years.
As for the back-up area adjacent to Port of Itaguaí, USIMINAS has been granted in 2010 specific license for
environmental remediation of the area (LAR – Environmental Remediation License n. IN002873), and the
subsequent certificates of LAR of restrictions (CA IN022706) in 2013. It is currently in regular process for
obtaining the license to operate being issued by INEA (State Environmental Institute of Rio de Janeiro) for
the activities of environmental and geotechnical monitoring, hydraulic barrier operation and station treatment
implanted in place according to the LAR IN002873.
Please remember that this area had been bought through a judicial auction and belonged to the bankrupt
2
state of Cia Industrial Ingá. The 850 m land concentrated one of the greatest environmental liabilities of the
State of Rio de Janeiro and, thanks to its privileged location, this is a strategic area for the Company, since it
will be rendered available for the iron ore cargo with destination to exportation and as a possible alternative
for future port installations of the Company.
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It is worth mentioning that not only obtainment, but also the maintenance of the licenses are subject to the
compliance with certain specific conditions, permanently monitored by the environmental authorities.
In relation to the plant of Ipatinga, the state environmental authorities encompass: State Department of
Environment and Sustainable Development - SEMAD, which are connected to State Foundation of
Environment – FEAM, the State Forest Institute – IEF and the Water Management Institute - IGAM and the
State Council of Environmental Policy - COPAM and, in relation to the plant of Cubatão, the Department of
28
Environment of the State of São Paulo (SMA) and CETESB .
The plant of Ipatinga currently has operation license for its industrial plant, with validity period until February
17, 2013. Renewal of the operation license within the legal term was required, and so the enterprise remains
licensed until the manifestation of the Environmental Body. In 2008, Usiminas obtained the operation license
to execute a thermoelectric energy generation plant, with validity period until October 8, 2016.
In August 2006, Usiminas obtained before COPAM the Installation License (LI No. 113/2006) to implement
Coke Furnace No. 3 in the plant of Ipatinga, with production capacity of 750,000 tons of coke p.a. Operation
License for Coke furnace 3 was obtained, with validity period until 08/19/2014.
29
The conditions of this Operation license will be fulfilled within its validity period. On July 18, 2006, TAC with
the State Prosecution Service of Minas Gerais, containing obligations already entered as conditions in the
installation license referred to above, was signed. TAC was amended in October 2009 and the terms for
complying with the clauses and conditions, which were also renegotiated with the competent Environmental
Body, were extended.
In 2014 two clauses agreed in 2009 were renegotiated with the prosecution, replacing the form of
compliance with previously established.
The plant of Cubatão is duly licensed by CETESB and has 1 Renewable Operation License encompassing
all of its activities, with validity period until December 13, 2013. Renewal of the operation license within the
legal term was required, and so the enterprise remains licensed until the manifestation of the competent
Environmental Body.
Federal Technical Registration
In the federal instance, in order to ensure the control and check of the potentially polluting activities and
activities using natural resources, the activities of Usiminas are registered as potentially polluting and using
natural resources with IBAMA. Therefore, Usiminas holds Registration Certificate – CR, issued by IBAMA,
valid for both plants.
28
29
Companhia de Tecnologia de Saneamento Ambiental
Conduct Adjustment Declaration
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Authorization for the Mining Activities Development
Mining activities are subject to restrictions provided for by the Brazilian Federal Constitution and by the
Mining Code (Decree Law No. 227, of February 28, 1967) and are subject to laws, rules and other applicable
regulations, especially the ones edited by the National Department of Mineral Production - DNPM.
Among the requirements applied, it is worth
deposits are explored; (ii) to the employees’
environment; (iv) to the pollution prevention;
communities where the mines are located.
notification and submission of reports.
mentioning the ones related to (i) the manner the mineral
health and safety; (iii) to the protection and restoration of
and (v) to the promotion of health and safety of the local
The Mining Code also imposes certain requirements on
According to Decree No. 97,632, of April 10, 1989, the ventures destined to exploration of mineral resources
must be submitted for the competent environment body’s approval, together with the recovery plan of
degraded area, environmental impact study - EIA and the environment impact report – RIMA. Possible
deficiency in the environmental recovery may be deemed crime under Law No. 9,605, of February 12, 1998,
which provides for criminal and administrative sanctions due to procedures and activities that affect the
environment, and makes other provisions. The Company obtained all necessary authorizations and is in full
performance with the obligations before DNPM.
Granting for Water Use
30
On February 29, 2012, IGAM renewed the granting of right to use the state public water of Piracicaba
3
River, through granting of water, a volume of 3m /s being observed, with validity period of 5 years.
According to DAEE Ordinance No. 1678, the Department of Waters and Electrical Energy has renewed the
concession right of use of water, keeping the authorization for the Plant of Cubatão to collect water in the
following points: Rio Quilombo, Fonte do Brites, Fonte de Morrão, Rio Mogi and Canal Mogi until May 20,
2015, the last two used only for industrial use.
Law No. 9,433, of January 08, 1997, allows the charge for the use of water as an instrument of the National
Policy of Water Resources. Both plants (Ipatinga and Cubatão) currently have already paid for the water.
Mining Activities
As detailed in item 9.1., letter “b”, of this Reference Form, the mining activity is subject to regulation of the
National Department of Mineral Production – DNPM, which to date has conceded to Mineração Usiminas 25
(twenty-five) mining concessions grouped, 01 (one) concession recently published and 16 (sixteen) mining
applications, totaling 42 (forty-two) mining rights of company ownership. Mineração Usiminas has also
leased 06 (six) leased concessions of Mineração Brasileiras Ltda - MBL.
Despite the fact that the Company is already registered as mining company with DNPM since the 70’s, it is
only with the acquisition of J. Mendes, which occurred in February 2008, that it effectively commenced to
have administrative proceedings before this body.
30
Instituto Mineiro de Gestão das Águas
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b) environmental policy of the Company and costs incurred for compliance with the environmental regulation
and, if that is the case, of other environmental practices, including the compliance with international
standards of environmental protection
The Company, in its operations, adopts as a guideline the development of activities in line with the
environment through integrated, sustainable practices to decrease the environmental impacts of its
operations. Therefore, it preventively considers the creation of solid wastes, atmospheric emissions and
noises, rational use of water, energy and supplies, as well as the disposal of water effluents.
The Company was the first company in the Brazilian metallurgical sector – second in the world – to achieve
ISO 14001 Certification. All products traded fulfilled the rigorous requirements of the European Directives
ROHS and ELV, “green stamps,” global references.
Still in 2014, the Company continued the social and environmental projects in the regions where it maintains
units, in addition to actions for material and waste recycling, preservation and recovery of green areas.
Climate Opportunities
The Company continued, in 2014, the process started in 2010, when it organized the first corporate inventory
of carbon dioxide emissions (CO2) and established the monitoring procedures. In order to systematize and
optimize inventory preparation of the GHG emissions, the company implemented a computer system with
seeking data and automatic calculations of emissions to Ipatinga and Cubatão Plants. The software also
enables the monitoring of GHG emissions for each production process, through reports and graphs plotted
for the different materials and fuel emitters.
By means of that, the Company improved the corporate strategy to reduce GHG volume, gases that cause
the Greenhouse Effect and, at the same time, sought to develop business units.
The emissions of CO2 in steel production, calculated through the methodology established by the WorldSteel
Association (Data Collection System), presented an average value in 2014 of 2.58t of CO 2 equivalent per ton
of crude steel produced, with the emissions distributed according to the table below:
Types of emissions
Tons of CO2 equivalent
per year
Direct (sources controlled by organization)
14,448,094
Indirect (consumption of electricity acquired from SIN)
1,118,734
Indirect by other sources (third-party activity)
31,106
Total
15,597,934
The average CO2 emissions in 2014 were higher than emissions raised in 2013 mainly due to emission
values of certain raw materials that were not included in the 2013 inventory.
Solid wastes and recycling
In 2014, highlights are the initiatives focused on the search of new ways of recycling in the very process and
identification of good practices for waste collection, handling, stocking and transportation.
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To reduce the disposal of solid waste and optimize the use of raw materials, the company completed the
construction of Baia de Mistura de Resíduos, to mix sludge, industrial recycled, scale and other co-products
for consumption in sintering. This initiative provided:

Reuse of approximately 6,000 t / month of fine steel sludge before destined for landfills;

Reduction of 60% in travel numbers for sending fine steel sludge to the industrial landfill; Reuse of
approximately 160 t / month of the residue of mud casting Water Recirculation Center before sent to coprocessing.
Out of the volume of wastes generated, 90% were reused as raw material for the production processes or
destined to external recycling. The remaining 10% were disposed of in industrial embankment or destined to
treatment with company prepared and licensed for such purpose. The principal wastes traded were slag of
blast furnace and steel mill, which accounts for 41% of the wastes generated. The principal applications
were cement manufacturing, bases of roads and railway trimming.
Control of Atmospheric Emissions, Emissions of Effluents and Noises
The Company preventively acts to reduce the atmospheric emissions, emissions of effluents and noises.
To do so it has a program monitoring the emissions, which is consisted of equipment of constant emissions
installed in the principal chimneys and isokinetic monitoring, both to control the emissions from dust removal
systems and processes of combustion of industrial plants. The quality of air of the region is controlled by
continuous monitoring stations situated around the industrial plants.
Likewise, disposed water effluents are monitored routinely in compliance with the requirements described in
the legislation in force.
The Company has industrial water treatment systems and treatment stations of water effluents that treat
waters used in the several processes, such as oily, galvanic, acid and organic effluents. It counts on water
recirculation centers, indirect ones that basically consist of cooling towers, and direct ones, which consist of
treatments for removing contaminants. The recirculation system allows a high recirculation rate of water in
the steel production activity.
Monitoring of noise is performed from time to time in 16 points around the industrial plant of Ipatinga,
according to the requirements in force in the State.
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Energy Efficiency
In 2014, the same proportion between energy acquired and generated in 2013 was kept, that is, of 71,3%
and 28,7%, respectively, according to the table below:
Electrical energy
Unit
Total
%
Acquired
Mwh
2,220,211
71.30
GJ
23,223,403
Mwh
893,474
GJ
9,345,743
Mwh
3,113,685
GJ
32,569,146
Generated
Total
28.70
100
Environmental Commitment
The environment certifications, green stamps and the constant technological investments to develop the use
of the natural resources confirm the Company’s commitment towards the environment. The social and
environmental, preservation, maintenance and area recovery projects confirm the Company’s commitment
towards environmental questions.
Xerimbabo: Created in 1984, the Xerimbabo project of Environmental Education presents actions to foster
the environmental conservation, the conscious entertainment and the environmental education. It offers
preparatory seminars to the educators of the whole levels of education, competitions and exhibition,
distributes pedagogical material to the participants, thus contributing to the playful activities and guided
visits, in addition to monitoring offered to schools for pedagogical complementation. The project is part of the
school calendar of several institutions of the State of Minas Gerais. Since 2010, the Project happens in the
region of Serra Azul, where Mineração Usiminas operates. Over this 30 years of accomplishment in the
region of Valley of Steel and 5 years in the region of Serra Azul, Xerimbabo received an audience of more
than two million and four hundred participants, consolidating itself as a proposal of wide, non-fragmented
Environmental Education, which refers to life in all manners, showing to the internal and the external
audiences, with didactics, the Company’s production process, inside of a sustainability speech.
Fishing Support Program: it helps, since 2006, fishermen from communities near the Plant of Cubatão (SP)
by sponsoring materials, equipment and offering trainings to the artisanal fisher folk of the region for
generating income through fishing.
2
Permanent Preservation Area - APP: The Plant of Ipatinga occupies around 10 km and is situated beside
Parque Estadual do Rio Doce, a core zone of the Biosphere Reserve of the Atlantic Forest acknowledged by
Unesco.
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The Plant of Cubatão occupies a 12.5 km region next to a growth of mangroves and Parque Estadual da
Serra do Mar, whose management plan takes into consideration that there is an industrial pole in the region.
The industrial complex of Cubatão is inside a Permanent Preservation Area (APP), encompassing river
beds, hilltops, hills and the entire archeological inheritance of Sambaquis of Morro do Casqueirinho. In the
week of environment of 2014, “Plante uma Vida” project was held. This is a project that integrates the
environmental and sustainability actions of the Plant of Cubatão. One hundred ninety-eight employees
participated in the event of this year. More than 19 specimens of native plants of the Atlantic Forest were
used, such as manacá da serra, canelinha, cedro, ipê-amarelo-do-brejo and jequitibá branco. Molts now
integrate the green area of the Plant, which has more than 1 million m2, divided into natural areas, such as
Casqueirinho and Tapera hills, woods and gardens. In 2014, scientific research has been done in the Morro
do Casqueirinho, that shelters an archaeological heritage (Sambaquis and Caieira) and in 2015 it is planned
to continue their studies.
Green Area Recovery Program: Since its foundation, the Company develops in Ipatinga actions to implant,
reorganize and preserve green areas of the Company, with the cultivation and supply of molts, in addition to
the preventive measure against fire through the technique of clearing around a wood to prevent the
spreading of fire. In 2014, 153,070 m² of such technique was applied. In 2014 32,437,433 molts of several
specimens were cultivated, 10,265 molts of arboreal specimens, 4,910 fruitful and 22,258 ornamental molts.
Also, 8,460 kg of humus were processed.
To preserve water resources, the Company has included in the program of green areas the Programa Mata
Ciliar, whose objective is to recuperate the range of riparian forests in the left margin of Piracicaba and Doce
Rivers. Project developed in partnership with Fundação Relictos, local NGO, and the State Institute of
Forests (IEF), has covered an extension of 22 km, thus forming an area of 186 hectares, which
encompasses the cities of Coronel Fabriciano, Ipatinga and Santana do Paraíso, in Minas Gerais. Between
1996 and 2011, around 400 thousand of molts of native specimens typical of original primary riparian forest
were planted, in order to recover the quality of waters of those rivers, maintain the stability of the river beds,
and eliminate one of the principal causes of silting. The results obtained by implanting Programa Mata Ciliar
indicated the improvement of the local conditions of Piracicaba and Doce Rivers, in addition to fomenting the
development of actions aiming to preserve those important water fountains for the region of the Valley of
Steel. Currently the actions developed consist of maintenance and preservation of the native forest.
Horto Florestal: Formed by a seedling nurse and areas with native forests, this is an area managed by the
Plant of Ipatinga dedicated to develop programs of social and environmental characteristic for the production
of molts, recovery of degraded areas in the metropolitan region of the Valley of Steel and environmental
preservation, consciousness entertainment and environmental education. The seedling nurse is in charge of
maintaining the green area recovery program of the plant.
RPPN Lagoa Silvana: On the initiative of Usiminas, in August, 2014 it recognized the Private Natural
Heritage Reserve - RPPN Lagoa Silvana. With 255.86 hectares, this area was recorded in the Real Estate
Registry registry office in the city of Caratinga, in perpetuity representing an important step towards the
conservation of biodiversity and benefit of future generations.
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Environmental Development Indexes
In 2014, the Company worked to unify the corporate concepts and procedures in steel production, especially
concerning the identification and evaluation of the environmental aspects and its associated impacts, in the
inventory of emissions of greenhouse gas and in the establishment of Environmental Performance
Objectives, Targets and Indexes.
Materials
The table below presents the principal supplies and raw materials used in steel production in the year of
2014.
Main raw materials from
external
sources
(in
thousand t)
Coal
Petroleum coke
Coke (purchased)
Anthracite
Minerals (iron and manganese)
Pig iron
Iron and steel scrap
Raw dolomite
Raw Limestone
Calcitic/dolomitic lime
Others
Iron alloys
Subtotal
Main
raw
materials
external sources (t)
Coke
Sinter
Pig iron
Iron and steel scrap
Calcitic and dolomitic lime
Subtotal
Total
Ipatinga
1,310.85
367.93
112.20
4,346.11
91.51
48.66
419.02
283.71
356.67
37.45
Cubatão
1,320.63
424.51
100.56
4,034.64
78.68
189.30
343.32
284.96
32.82
Total
2,631.48
792.44
212.76
8,380.75
91.51
127.34
608.32
627.03
641.63
70.27
40.03
170.09
210.12
7,414.14
6,679.51 14,393.65
from
Ipatinga Cubatão
Total
1,125.51
1,038.74
2,164.25
4,479.90
2,943.83
7,423.73
3,266.99
2,483.92
5,750.91
496.08
366.74
862.82
78.48
78.48
9,446.96
6,833.23 16,280.19
16,861.10 13,812.74 30,673.84
Percentage of the materials from recycling
In 2014, around 90% of the wastes generated were recycled, including the reuse in the production process
itself and the commercialization. The internal recycling of the wastes is made in the industrial plants, in which
such procedure is shared with all collaborators. The principal wastes internally recycled were steel scrap,
russeting, powders and fines generated in the several units. For commercialization, the highlights are slag of
blast furnace and steelworks.
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Water resources
The Company’s operations require consumption of great volumes of water, used as solvent, catalyzer,
cleaning and cooling agents and in the dispersion of pollutants. Most of the water used circulates again in
the facilities and part of it is returned to the rivers after being processed.
The Company captures water from rivers near its Plants. Since it is authorized by legal bodies, the company
captures water from Quilombo (for human consumption only) and Mogi (industrial use) Rivers, both in São
Paulo, and Piracicaba River, in Minas Gerais.
The mean volumes of water used in steel production and the water recirculation rate are presented in the
table below:
Water
Unit
Sea Water
m
3
103,528,023
Surface freshwater
m
3
67,046,878
Total
m
3
170,574,901
Recirculated water
m
3
1,534,184,504
Recirculated water
%
Discarded liquid effluents
m
3
Total
95.8
141,733,170
The reduction in the captured volume of water (sea and fresh water) as well as the smallest volume of
recirculated water in 2014, compared to 2013, is coupled to an essentially smaller volume of steel produced.
Effluents
All effluents of the steel production activity pass through a rigorous treatment before being returned to the
environment, through a process that includes decantation, flocculation and filtration phases.
Thus, the Company complies with the federal, state, and municipal standards where it operates.
In 2014, 141.7 million cubic meters of water were disposed of through the sewers of the Plants of Ipatinga
(MG) and Cubatão (SP). The volume was disposed of in Piracicaba River (Ipatinga) and in the Estuary
(Cubatão).
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Atmospheric Emissions
The steel production unit measures from time to time its atmospheric emissions. In 2014 the parameters
NOx, SOx and MP (Particulate Matter), and the results are presented in the following table in tons p.a.
Parameters
Issues (t/year)
NOx
14,264.74
Sox
11,935.35
Particulate material (PM)
10,761.82
Total
36,961.91
NOx emissions in 2014 were lower than emissions from the previous year due to the failures identified in the
management system of the analysis results that led to a doubling of emissions in 2013.
SOx emissions were reduced in 2014, due to implementation of the Natural Gas in the energy matrix of the
company to replace fuel oil.
Wastes
In the steel production activity, the generated volume was 6.1 million tons in 2014. Out of which, around 86.4
thousand tons were hazardous wastes, which received specific treatment procedure with co-processing and
disposition in appropriate and licensed industrial embankments.
The Company acts through the Special Sales sector and integrated to the Environmental Management
system, in the sale of carbo chemical products (co-product) and wastes generated, except those used in the
process. The offer of wastes in the market foments partnerships with investors, universities and companies
by making it possible to apply a tailing of a given business as input of another organization and fomenting
studies of reuse and environmental impact.
Data of waste generation and destination 2014 are presented as follows:
Waste
Amount (t/year)
Generation
6,095,160
Hazardous Waste
86,425
Non-hazardous waste
6,008,735
Internal Recycling
2,913,412
Storage
140,417
Final provision
2,556,476
Marketing
5,469,888
Reuse (marketing + internal recycling)
6,095,160
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Reduction of impacts
Eco-efficiency management is one of the assumptions of the Company’s operation and, in this sense, the
continuous search for reduction of environmental impacts becomes part of the management activities of the
Company.
Out of the initiatives to reduce environmental impacts of products and services and extent of the reduction of
those impacts, it is worth mentioning investments in improvements in the current dust removal systems,
reform of the coke furnace and its peripherals and improvements in the water effluent measurement and
control systems.
Environmental Investments
The investments in environment in the year of 2014 in connection with steel production were R$354.2
million, most of them to reduce atmospheric emissions (92%), especially in the continuing its projects for
reform of coke furnace No. 2 and in the substitution of the dust removal system from the tap hole of blast
furnace No. 3. at Plant of Ipatinga (MG). In addition, adjustments were made in this plant for natural gas
injection in the hot rolling ovens.
The rest of the investments (8%) was allocated to the adaptation project of steel slag beneficiation patio
plant in Cubatão.
c) dependence on patents, brands, licenses, granting, franchises, royalty contracts important for the
development of the Company’s activities.
Technology - In 2011, Usiminas started manufacturing high resistance thick steel plates with limits equal to
or higher than 490 N/mm2, as a result of the retention, exclusive in Brazil, of the technology Continuous on
Line Control Process (CLC). The technology transfer contract was executed in 2009 with Nippon Steel &
Sumitomo Metal Corporation and remains in force during the effective date of the patents.
In addition to Nippon Steel & Sumitomo Metal Corporation, Usiminas also organizes partnerships with
research institutions and universities for development and research of products that are of the Company’s
interest. Except the ones described above, the Company has no substantial dependence on third parties’
intellectual property.
Brands - As commented in item 9, letter “b”, of this Reference Form, the brands held by the Company are
restricted to the corporate identities of its companies. Although Usiminas does not depend on brands it held
for its activities to be developed, such intangible asset is fundamental for the external perception of quality
and values of Usiminas and is highly important for the Company and its corporate identity. According to
31
INPI rules, the brand Usiminas is highly noticeable, reason why no other company may register the name
Usiminas as company in the same branch our brand operates. This same rule applies to many other
countries in the world, which implies a virtually null risk of granting or possession of such name by third
parties.
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National Institute of Industrial Property
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Mineral Rights - Mineração Usiminas depends on granting of mineral rights to develop its mining activities,
as mentioned in the item above and in item 9.1., letter ”b”, which, therefore, significantly depend on mining
concessions of which it is a holder.
7.6. In relation to the countries from which the Company obtain relevant revenues, identify:
a) the revenue from the clients assigned to the host country of the Company and its percentage of the total
net revenue of the Company
The total net revenue from the clients in the host country of the Company was R$ 11.7 billion, R$ 11.5 billion,
and R$ 10.1 billion in the fiscal years ended December 31, 2014, 2013, and 2012, respectively, which
accounts for 85.15%, 89.90%, and 79.56% of the total net revenue of the Company in the same periods,
respectively.
b) revenue from the clients assigned to each foreign country and its percentage of the total net revenue of
the Company
The revenues assigned to each foreign country in the last three fiscal years are as follows:
2014
2013
2012
Revenue in
thousand
R$
% of total net
revenue
Revenue in
thousand
R$
% of total net
revenue
Revenue in
thousand
R$
% of total net
revenue
USA
680.000
39%
194.445
15%
363,721
14%
Argentina
296.410
17%
272.224
21%
337,741
13%
Mexico
191.795
11%
0
0%
389,701
15%
Taiwan
139.487
8%
103.704
8%
129,900
5%
Colombia
139.487
8%
168.519
13%
311,761
12%
Panama
52.308
3%
-
0%
-
0%
Índia
34.872
2%
-
0%
233,820
9%
Venezuela
34.872
2%
-
0%
129,900
5%
China
-
0%
233.335
18%
-
0%
Chile
-
0%
103.704
8%
129,900
5%
South Korea
-
0%
64.815
5%
-
0%
Vietnam
-
0%
64.815
5%
-
0%
174.358
10%
90.742
7%
571,561
22%
Net Revenue
Foreign Market
1,743,589
14.85%
1.296.303
10.10%
2,598,005
20.44%
Net Revenue
Domestic Market
9,998,040
85.15%
11.533.164
89.90%
10,110,794
79.56%
11,741,629
100.00%
12.829.467
100.00%
12,708,799
100.00%
Country
Others
Total Net Revenue
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c) total revenue from foreign countries and its percentage of total net revenue of the Company
As informed in the item above, the total revenue from foreign countries is R$ 1.7 billion, R$ 1.3 billion, and
R$ 2.6 billion thousand in the fiscal years ended December 31, 2014, 2013, and 2012, respectively, and
accounts for 14.85%, 10.10%, and 20.44% of the total net revenue in the same periods, respectively.
7.7. In relation to the foreign countries disclosed in item 7.6, inform to which extent the Company is
subject to the regulation of those countries and how being so affects its business.
The Company’s exportations are focused on the markets of Latin America, USA and Asia, and its products
are internationally renowned.
Since it does not conduct business that could be declared unfair in the markets it operates, there is no
commercial dispute over its products of thick plates, cold-rolled steels, galvanized and electro-galvanized
products, and plates.
There is one antidumping proceeding against Usiminas (also against other Brazilian plants), filed by Canada
over the hot-rolled steel products. Such proceeding started in 2001 and, since then and every 5 years, it has
been renewed under the allegation that Brazil, since it is a great hot-rolled steel producer, could focus its
sales on that same Canadian market if the case was terminated.
Therefore, the Company believes that it does not generate foreign regulation effects that could affect its
exportations.
7.8. Description of the relevant long-term relations of the Company that do not appear elsewhere in
this Reference Form.
In the year of 2012, the Company published its Annual Report of 2011, which encompasses sustainability
indexes, which is available on the Company’s website www.usiminas.com and on the website of CVM –
Brazilian Securities Commission www.cvm.gov.br.
In 2012 and in 2013, the Company proceeded with the principal actions related to community and
environment. Such actions are presented in this item and in item 7.5 of this Reference Form. The Company
did not issue a new report with sustainability information understanding that there were no relevant changes.
In 2015, the Company will publish its Annual Report of 2014, which will be available on the Company’s
website www.usiminas.com/ri in mid 2015.
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Personnel Management
Usiminas invests in the training and qualification of the employees, it offers social and labor benefits and
compensation compatible with what is seen in the sector.
The major focus of the professional training programs is to prepare the individuals for a management model
directed to the Company’s competitiveness and productivity growth. In this sense, it is worth pointing out the
activities of the Avançar program, focused on accelerated development of young professionals of high
potential, and the continuity of the Educar program –Usiminas Corporate Education, which involves from
continuous education actions to training customized to the company’s reality. The group ended 2014 with
94% of its direct employees participated in training sessions.
In 2014, Usiminas invested in trainings to develop professionals from the steel production area (Blast
Furnaces, Steelworks, Hot Rolling, Cranes and Maintenance), encompassing 2,446 participants, with the
objective of offering more qualification to solve production-related situations.
Trainings focused on safety (Regulatory Rules) and quality, as well as continuous education (Languages,
Adult Education, Undergraduate, Graduate and Master’s Degree), which included 478 participants, were also
given.
Usiminas ended 2014 with 825,000 hours in training.
Institutional Relations
Aiming to defend the Company’s interests, Usiminas maintains a transparent and regular conversation with
the representatives of the Public Power and regularly follows the major issues treated in the National
Congress and in the Legislative Meetings and Municipal Chambers of the places where it maintains
operations and where it individually or jointly works with class and/or entities, abiding by all rules and laws in
force.
The Company participated in defense actions of the metallurgical and industrial sectors with federal, state,
and municipal authorities of its influence area, contributing to the improvement of the legislation and effort to
keep jobs and market for the national industry.
In 2015, the Company will keep making every effort to show the public authorities how important the sector is
to generate wealth and jobs in Brazil, to ensure its operation in a sustainable manner.
Political participation and electoral contributions
In 2014, the Company provided financial support to the electoral process, and in accordance with current
legislation, recorded at TSE the value of donations made to candidates and parties.
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Fight against corruption
To fight the corruption and bribery practices, the Company uses and discloses to the employees specific
instruments, e.g. the Code of Conduct and Open Channel, in addition to being a signatory of the Pact for
Integrity and Fight Against Corruption of Instituto Ethos.
Code of Conduct: approved in 2011, the Code provides the employees of the companies of Usiminas with
the amounts of the Company to be used in the daily relation with the other employees, suppliers, clients and
third parties in general. The Code is signed by employee when they are hired and must be complied with.
Open Channel: Created in 2009, the Open Channel receives information about possible inconsistencies in
Company operations. This management tool creates a communication space not only for employees, but
also for customers, suppliers, investors and for the society in general, so that the Company is warned of
possible fraud, corruption, bribe, harassment and theft, under secured secrecy and trust. The Open Channel
allows anonymous tip and is in line with the governance good practices and with the Sarbanes-Oxley Act
(SOX). Each and every information is treated with transparency, whilst that deemed to have grounds is
forwarded to the Internal Audit Committee which, in its turn, reports it to the Board of Directors. The Open
Channel may be accessed through the internet, intranet or telephone.
In 2014 the Anti-Corruption Law was the subject of classroom and e-learning courses with the participation
of employees from all group companies. The course was designed by the area of Audit and had the support
of the Legal area. There was reinforcing the Open Channel as well as the Code of Conduct. This preventive
action, shows the values that the Company holds.
Direct and Fiscal Incentive Investments
The Company uses its own resources and also from the incentive laws to foster investments in the areas of
education, culture, health, sports, social integration and environment. In 2014, Usiminas invested R$ 12
million, out of which R$ 7 million derived from incentives. The Company does not receive official resources to
invest in its operational activities.
Community
The Company strengthens the relation with the communities of the regions in which it operates through their
social, environmental and cultural projects, in addition to stimulate the local economic and social
environmental development.
Social Projects
The Company invests in the development of the local communities through own projects or partnerships with
non-governmental organizations and local governments. Some of those actions must be highlighted. More
than 200 entities registered and served by volunteers of the group companies, benefiting thousands of
people through the following programs:
Winter-wear Campaign: 67,000 donations distributed in 2014.
Christmas Solidarity Campaign: More than 100 thousand items collected in 2014.
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Day V: Day V mobilizes volunteers to work in the communities. Employees and their families participate in
actions benefiting entities in the cities where the units of Valley of Steel, Mineração Usiminas, Usiminas
Mecânica, Soluções Usiminas are situated, in the main place of business of the company, in Belo Horizonte.
The objective is to foment the integration among company, employees and family members, to stimulate
volunteer work and practice of citizenship, contributing to and supporting their initiatives and individual social
responsibility to benefit the collective group. The activities carried out were linked to health, recreation and
interaction with the elderly and rendering of services of painting, cleaning, electrical and mechanical
maintenance. In 2014, there were more than 1400 employees participating.
Mantiqueira Project: started in 2003, it motivates the citizenship and ensures the rights of 70 children and
adolescents, of 6 to 17 years of age, living in the community of Pedra da Mantiqueira, a region near the plant
of Cubatão. The project develops school tutoring activities, sport initiation, games, reading, arts, informatics,
dance and theater workshops. The public served by the project was expanded in 2014, incorporating the
households, focusing on socialization of families through the values, working protective and stimulating
capacity that the family has in relation to children and adolescents in their development processes covering
the entire community residents.
Educação pelo Esporte: Project seeking citizenship through the practice of sports activities in three municipal
schools of the region of Cubatão/MG. It develops the practice of volleyball and indoor football among 360
students, of schools of the Municipal Public Network of Education of Cubatão/SP, that are in a vulnerable
situation. The objective is to strengthen the school through team work, as a team forming citizen students
that are proactive and aware of their duties.
Instituto Cultural Usiminas
With operation focused on inclusion, formation and development of the citizen, Usiminas backed, in 2014, 40
projects through incentive laws to culture and sports (State Law of Incentive to Culture of Minas Gerais and
São Paulo, Federal Law of Incentive to Culture, and Federal Law of incentive to Sports). The actions and
partnerships raised more than R$ 7 million in sponsorships.
One of the highlights of the backed projects was Circuito Usiminas de Cultura. The initiative lead several
music, theater and circus shows, in addition to workshops and film exhibits, to six cities of the countryside of
Minas Gerais and one district of Santos. In its fifth edition, more than 32 thousand people followed the
programming in squares, schools and theaters of Ipatinga, Igarapé, Itatiaiuçu, Mateus Leme, Itaúna, Rio
Manso and Cubatão and more than 47 schools were served by the project.
The area of Education Action of the Instituto Cultural Usiminas has developed, since 2003, formation
programs to artists, educators and students from the educational institutions of all Metropolitan Region of the
Valley of Steel, living in 26 cities of the region. In 2014, more than 25 thousand people, among educators,
students, academic students and artists in the region of the Valley of Steel participated in the activities. The
program invests and believes in cultural training and public awareness as a multiplier agent so that art,
education and culture issues have developments, thus generating local development by increasing social
capital.
Focusing on accessibility and culture democratization, Usiminas maintains in Ipatinga / MG, the Centro
Cultural Usiminas. Opened in 1998, the area has become an important cultural center for Minas Gerais,
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especially for the region of the Steel Valley. The space was created and designed to host local, national and
international productions through free actions and popular prices, contributing to the regional culture
development and strengthening. Since its creation, the space has been presenting year to year a huge
audience evolution. In 2014 the Usiminas Cultural Center got an audience of more than 120 thousand
people and completed 16 years of existence, guided by constant planning programs and diverse artistic
events and activities, consolidating the close relationship between Usiminas and the region.
For more information, visit www.institutoculturalusiminas.com
7.9. Other Information that the Company deems relevant.
The company received the following awards in the year of 2014.
Usiminas
Institutional Investor Magazine (Metals & Mining Industry)
A survey done by Institutional Investor Magazine, publication specialized in capital markets, with investors
and market analysts on the areas of; investor relations (IR) of Latin America, Metals and mining sector that
stood out in 2014. Usiminas achieved the following results:

3rd place: IR Magazine (search the Getúlio Vargas Foundation)

Best investor relations program
AutoData Magazine
Usiminas was the highest ranked steel producer to be listed on the "quality and partnership Rankings 2014"
from AutoData Magazine, the main publication in the Brazilian automotive market. The ranking reflects the
consistency and quality of services provided by suppliers that supply to the the automotive chain, through the
study of presence and regularity of companies in prizes offered by vehicle manufacturers and the main
representative entities of the automotive sector in Brazil.
Psa Peugeot-Citröen
Usiminas was recognized by PSA Peugeot Citroën with a special prize awarded by the jury during the
"Supplier Awards Latin America 2014". The automaker, which is present in Brazil since 2001, acknowledged
Usiminas in the "Steel raw material", emphasizing the technical and commercial contribution Usiminas has
had in developing and monitoring the policy of PSA in Latin America.
John Deere
Usiminas has remained among the best suppliers of John Deere,a manufacturer of agricultural machinery
and implements. The mills of Ipatinga and Cubatão received, in 2014, the plate of "Supplier Partner", the
highest level within the program:” Achieving Excellence” from John Deere, a worldwide initiative for the
evaluation of its suppliers. The acknowledgment came during the 9th meeting of the company's Suppliers
held in Campinas (SP).
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Mangels
Usiminas was honored by Mangels Industrial with a plate referring to the quality of delivery of products and
of the sales relationship. The new acknowledgment was received during the Mangels reward quality award,
delivered in the Mangels suppliers’ convention, held in Três Corações,(MG), where Mangels awarded their
best business partners across all business segments of the group, which specializes in the production of
wheels and cylinders.
Manitowoc
Usiminas is, since May 2014, a qualified supplier of Manitowoc,the second largest manufacturer of cranes in
the world. Usiminas was Invited to participate in the qualification process of local suppliers and received a
96% of score, a result considered excellent and equivalent to the level of an advanced supplier within the
criteria of the American company.
Aberje
Usiminas was awarded the Aberje (Associação Brasileira de Comunicação Empresarial)-MG/Midwest
regional and was a national finalist in the categories of Communication programs, projects and cultural
activities and communication and relationship with the consumer. The Aberje is considered to be the most
relevant in the Brazilian corporate communication.
Business Communication Magazine
Usiminas was included for the fourth time in a row in the list of "companies that best communicate with
journalists", in a survey promoted by the Business magazine of Communication/Communication’s Studies’
Center-CECOM, audited by BDO Brazil, with 25 thousand journalists from all over Brazil. Only 23 Brazilian
companies received this award in all four editions .
Mineração Usiminas
Best practice award in occupational safety and health by the Brazilian mining Institute (IBRAM)
Mineração Usiminas won the third place award for the project "Registry management and treatment of
deviation" in the category "Effective use of Communication systems in occupational health and safety applied
in work procedures". The award is sponsored by the Social Service for industry (SESI) and the National
Confederation of industry (CNI) and its goal is to recognize the best practices adopted by companies in the
mineral sector, with more than 9,000 active companies, and to promote constant improvement of the health
and safety conditions in the workplace.
Largest Brazilian Mines & Ores magazine Minerales
The West Mine, one of the operating units of Mineração Usiminas, stood out among the leading mines in
Brazil, according to a survey conducted by the magazine Minérios & Minerales, considering the base year of
2013. The publication has reviewed the profile and operational performance of almost 200 units of different
mineral substances over the past year. This was the 10th edition of the survey that annually updates the
panorama national mining. The award was delivered in November 2014.
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8. Economic group
8.1. Description of the economic group issuer is inserted in, indicating:
a) Direct and indirect controllers
As indicated in item 15.1 of this Reference Form, the Company is controlled by: (i) Nippon Group, comprised
of: Nippon Usiminas Co. Ltd., Nippon Steel & Sumitomo Metal Corporation (new name for Nippon Steel
Corporation), Metal One Corporation and Mitsubishi Corporation do Brasil S.A.; (ii) T/T Group, comprised of:
Confab Industrial S.A., Prosid Investments S.C.A., Siderar S.A.I.C and Ternium Investments S.à.r.l.; and (iii)
Previdência Usiminas.
(i)
Nippon Group:
Nippon Usiminas Co., Ltd., a company organized and existing under the laws of Japan, with main place of
business in 6-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-0004, registered with the Corporate Taxpayer’s
ID (“CNPJ/MF”) under No. 005.527.337/0001-75, comprised of Japanese companies and Japanese
government institutions with the specific purpose of owning Usiminas stock.
Nippon Steel & Sumitomo Metal Corporation (new name for Nippon Steel Corporation), a company
organized and existing under the laws of Japan, with main place of business in Marunouchi Park Bldg., 2-61, Marunouchi, Chiyoda Ward,100-8071, Tokyo, Japan, registered with CNPJ under No. 005.473.413/000107, part of Nippon Steel & Sumitomo Metal Corporation Group, owner of 89.35% of the ordinary shares of
Nippon Usiminas. The principal shareholders with interest in the capital stock of NSSMC are: Japan Trustee
Service Bank, Ltd. (3.9%), The Master Trust Bank of Japan (3.2%), Sumitomo Corporation (2.8%), Nippon
Life Insurance Company (2.7%) and Mizuho Bank, Ltd. (1.9%), as described in item 15.1 of this Reference
Form.
Mitsubishi Corporation do Brasil Ltda., a limited Brazilian company, registered with CNPJ/MF under No.
061.090.619/0001-29, with its main place of business located at Av. Paulista, No. 1294, 23º andar - sala 221
- Bela Vista, in the City of São Paulo, State of São Paulo, is a wholly-owned subsidiary of Mitsubishi
Corporation.
Metal One Corporation, a company organized and existing under the laws of Japan, registered with
CNPJ/MF under No. 005.733.199/0001-80, with main place of business at 23-1, 3- chome, Shiba, Minato-ku,
Tokyo 105-0014, Japan, is an affiliate of Mitsubishi Corporation.
(ii)
T/T Group:
Confab Industrial S.A., a Brazilian company, with its main place of business located at Rua Manoel Coelho
No. 303, 7º andar, Conjunto 72, Centro São Caetano do Sul, 09510-100, São Paulo - SP, Brazil, registered
with CNPJ/MF under No. 60.882.628/0001-90, controlled by Tenaris S.A., company organized and existing
under the laws of Luxembourg, through companies Tenaris Investiments S.àr.l and Siderca S.A.I.C;
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Prosid Investments S.C.A., company organized and existing under the laws of Uruguay, with main place of
business in La Cumparsita 1373, 2º andar, Montevideo 11200, Uruguay, registered with CNPJ/MF under No.
14.759.342/0001-02, and controlled by Siderar S.A.I.C.;
Siderar S.A.I.C., publicly-held entrepreneurial company organized and existing under the laws of Argentina,
listed on the Stock Exchange of Buenos Aires – Argentina, with main place of business in Carlos M. Della
Paolera 299, 16º andar, C1001AAF, Buenos Aires, Argentina, registered with CNPJ/MF under No.
05.722.544/0001-80, controlled by Ternium S.A., company organized and existing under the laws of
Luxembourg; and
Ternium Investments S.à r.l., company organized and existing under the laws of Luxembourg, with main
place of business at No. 29, avenue de la Porte-Neuve, L-2227 Luxembourg, the Grand Duchy of
Luxembourg, registered with CNPJ/MF under No. 12.659.927/ 0001-17, and a wholly-owned subsidiary of
Ternium S.A.
Tenaris S.A. and Ternium S.A. are controlled by San Faustin S.A., company organized and existing under
the laws of Luxembourg, which indirectly holds through its Luxembourg wholly-owned subsidiary, Techint
Holdings S.à r.l., approximately 60.5% of stock issued by Tenaris S.A. and 62% of stock issued by Ternium
S.A.
(iii)
Previdência Usiminas:
Previdência Usiminas, a Brazilian company, registered with CNPJ/MF under No. 16.619.488/0001-70, with
its main place of business located at Rua Prof. Vieira de Mendonça, No. 3011, 1º andar, CEP 31310-260, in
the City of Belo Horizonte, State of Minas Gerais.
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b) Subsidiaries and affiliates
Corporate Name
Company
Participation in the
total capital of the
Company
at
03/31/2015
Codeme Engenharia S.A.
Affiliate
30.7692%
Cosipa Commercial Ltd.
Subsidiary
100%
Cosipa Overseas Ltd.
Subsidiary
100%
Fasal Trading Brasil S.A. (*)
Jointly-controlled
50%
Metalcentro Ltda.
Subsidiary
100%
MetForm S.A.
Affiliate
30.7692%
Mineração Usiminas S.A.
Subsidiary
70%
Modal Terminal de Graneis Ltda. (*)
Jointly-controlled
50%
MRS Logística S.A.
Affiliate
11.4137%
Rios Unidos Logística e Transportes de Aço Ltda.
Subsidiary
100%
Soluções em Aço Usiminas S.A.
Subsidiary
68.877893%
Paraopeba Cargo Terminal
Affiliate
22.222%
Sarzedo Cargo Terminal
Affiliate
22.222%
Unigal Ltda. (*)
Jointly-controlled
70%
Usiminas APS
Subsidiary
100%
Usiminas Commercial Ltd.
Subsidiary
100%
Usiminas Denmark
Subsidiary
100%
Usiminas Electrogalvanized Steel ApS
Subsidiary
100%
Usiminas Europa S.A
Subsidiary
100%
Usiminas Galvanized Steel ApS
Subsidiary
100%
Usiminas International Ltd.
Subsidiary
100%
Usiminas Mecânica S.A.
Subsidiary
99.9975%
Usiminas Participações e Logística S.A.
Subsidiary
100%
Usiroll Usiminas Court Tecnologia em Acabamento Superficial Ltda.
(*)
Jointly-controlled
50%
(*) As of January 2013, these companies started to be presented by the equity method in the consolidated financial
statements of the Company.
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c) Interest of issuer in the group's companies
The company holds no interest in other companies of the group besides those described above.
d) Interests of companies of the group in issuer
There is no interest by any of the companies of the group to which the Company belongs to besides those
described above.
e) Companies under common control
The Company holds no interest in companies under common control.
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8.2. Economic group's organization chart
The organization chart presented below shows the organizational structure of the Company's economic group:
PARTICIPATION IN COLIGATES AND/OR CONTROLLED (POSITION ON 3/31/2015)
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8.3. Restructuring transactions, mergers, spin-offs, acquisitions of shares, disposals and
acquisitions of corporate control and acquisitions and disposals of major assets:
Regarding this information for the last three fiscal years, see item 6.5 of this Reference Form.
8.4. Provide other information that the issuer deems relevant.
In addition to the information provided above, the Company believes that there is additional relevant
information to be provided in item 8 of this Reference Form.
9. Relevant assets
9.1. Material fixed assets for the development of Company activities, indicating:
a) Fixed assets, including those rented or leased, identifying location.
Type of Property
Property Address
Municipality
UF
Total Area
(Thousand
m²)
Built Area
(Thousand
m²)
CORPORATE HEAD OFFICE
RUA PROF. JOSÉ VIEIRA DE
MENDONÇA, 3011
BELO HORIZONTE
MG
72.0
45.0
FEITOSA I, II, III
IPATINGA
IPATINGA
MG
10,579.0
0.0
LAGOA SILVANA
BR 458
CARATINGA
MG
6,120.0
0.1
POÇO REDONDO GROUND
SANTANA DO PARAÍSO
SANTANA DO PARAÍSO
MG
2,276.0
0.0
CAPTAIN EDUARDO WAREHOUSE
INDUSTRIAL CITY
SANTA LUZIA
MG
79.0
6.0
INTENDENTE CÂMARA PLANT
RODOVIA BR 381, KM 210
IPATINGA
MG
10,500.0
1,100.0
SERVICE CENTER - TAUBATÉ - SP
AV. PROJETADA 1, S/Nº - B.
PIRACANGAGUA
DIST. PIRACANGAGUA
SP
191.4
5.6
AIRPORT
SANTANA DO PARAÍSO
SANTANA DO PARAÍSO
MG
703.0
0.0
JOSÉ BONIFÁCIO DE ANDRADA PLANT
ESTRADA DE PIAÇAGUERA, KM6
CUBATÃO
SP
10,000.0
781.0
CUBATÃO TERMINAL
ESTRADA DE PIAÇAGUERA, KM 6
CUBATÃO
SP
194.0
0.0
UTINGA TRANSHIPMENT TERMINAL
AVENIDA DOS ESTADOS, N 3001
SANTO ANDRÉ
SP
124.0
6.0
SANTANA DO PARAISO GROUNDS (
PART )
SANTANA DO PARAISO
SANTANA DO PARAISO
MG
5,352.01
0.0
PORTO ITAGUAÍ/SEPETIBA
ITAGUAÍ
ITAGUAÍ
RJ
968.0
0.0
b) Patents, trademarks, licenses, concessions, franchises and technology transfer agreements, informing:
duration; covered territory; events that could lead to loss of rights to such assets; possible consequences
from the loss of such rights to the Company
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Patents
Description of Patents
i) Duration
ii)Territory
Manufacturing process of heavy plates in the standard state directly from hot rolling
07.24.17
In the country
Steel family highly resistent to atmospheric corrosion for industrial application and process for its manufacturing.
02.12.18
In the country
Colling system for hot coils.
05.25.18
In the country
Adjustable leveling system for sintering machines
03.18.20
In the country
Improvement in device for accelerated corrosion testing of metallic materials by the alternating immersion
method
01.09.22
System for determining thermal profile of Blast Furnaces
09.21.20
In the country
Process for obtaining black glass and dark ceramic as of Steelmaking slag
10.18.20
In the country
Equipment to optimize the permeability of sintering mixtures
20.11.12
In the country
Method for checking for leaks in the gas piping of industrial oven combustion systems
12.11.20
In the country
Wet dedusting system using elevated reservoir for mineral coal handling machines
12.20.20
In the country
Material for application in cracks and voids of refractory coatings, process and application of the material and
equipment for the application of the material
12.28.20
System for continuous measurement of temperature of liquid metal using optical process
09.26.21
In the country
Equipment for inspection of Blast Furnace walls in operation
08.16.22
In the country
Structural steel having high resistance to atmospheric corrosion with low copper content
08.15.22
In the country
Mobile device for anchoring of conveyor belt back rollers
10.24.22
In the country
Upper valve extractor device and porous plug in Steelwork steel cooking pots
12.18.22
In the country
Support Adapter bracket of rotary pincers for moving coils of machine wire using two hooks "C"
03.20.23
In the country
Device for removal of short plates from Casting machine shafts
09.07.23
In the country
System for measuring the temperature of the buffering mass of the Blast Furnace running bore
09.07.23
In the country
Valve sealing device for eliminating contamination by nitrogen from the air in Continuous Casting steels
12.03.23
In the country
Stabilizer for vertical type QL
02.25.24
In the country
Device to elaborate side guides to conveyor belts.
02.24.20
In the country
Equipment for boiling and saturation of refractory material to testing of mass density and apparent porosity.
11.18.22
In the country
Cold rolled steel for the manufacture of formed parts with high mechanical resistance and its production process.
07.14.23
In the country
04.27.2025
In the country
Fixing device of the measurerment sampling lance of temperature and liquid metal
10.29.26
In the country
Device for continuous temperature measurement of liquid steel in the distributor with infrared pyrometer and
optical fiber
06.06.26
USA
optical fiber
06.06.26
EPO - France
optical fiber
06.06.26
EPO - Italy
optical fiber
06.06.26
EPO - Germany
optical fiber
06.06.26
EPO - Spain
optical fiber
06.07.26
Japan
optical fiber
06.07.26
China
Partial deoxidation of semikilled stell with cabon
In the country
In the country
109
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T 55 31 3499-8000
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iii) Events that could lead to losing the rights to such assets.
The invention patent is valid for 20 years and the utility model patent for 15 years, according to Brazilian law.
The privilege or rights over the subject matter of the patent letter ends after this period, when it becomes
public domain. There are no defaults or disputes involving the Company that may culminate in loss of the
aforementioned patent rights.
iv) Possible consequences to issuer from the loss of such rights
The licensing or sale of Usiminas patents provide benefits in two ways: (a) royalties from the sale of the
licensed patent, where sales to third parties occur; (b) or discount on the purchase of inputs provided by
partners in the development of the patented subject matter.
Regarding current patents owned by the Company, in the case of loss of rights over these patents, the
Company would not suffer significant financial impact, since the amounts involved are not material. However,
the Company would no longer have the right to prevent third parties from using / producing / trading the
product under patent.
Trademarks
The Company and its subsidiaries, affiliates and companies under common control currently use 8
registered and disclosed trademarks; namely : Usiminas, Usiminas Mecânica, Unigal, Saúde Usiminas,
Previdência Usiminas, Instituto Cultural Usiminas, Soluções Usiminas and Mineração Usiminas. These
trademarks are owned by the Company and were registered under the relevant categories related to
activities performed by the Company and its subsidiaries affiliates and companies under common control.
The Company also owns the following trademarks:
Registration Number
Class
Nature (figurative,
nominative or
mixed)
CANAL ABERTO (OPEN CHANNEL)
812990293
11:10
Nominative
Filed
12/1/1986
COS-EP 400 RC
813732891
06 : 20 - 30
Nominative
Filed
9/14/1987
COS EEP CC TI
816301778
06 : 20 - 30
Nominative
Filed
8/8/1991
COS EEP CC T2
816301786
06 : 20 - 30
Nominative
Filed
8/8/1991
COSIPISO
816760497
06 : 20 - 30
Nominative
Registered
6/24/1992
USIGALVE-EEP
817554483
06 : 20 - 30
Nominative
Registered
9/28/1993
USIGALVE-EEP-PC
817554491
06 : 20 - 30
Nominative
Registered
9/28/1993
USIGALVE-PLUS-EEP
817554505
06 : 20 - 30
Nominative
Registered
9/28/1993
USIGALVE-N
818327243
06 : 20 - 30
Nominative
Registered
2/6/1995
USIFIRE
818327251
06 : 20 - 30
Nominative
Registered
2/6/1995
Mark
AEROPORTO
AIRPORT)
DA
USIMINAS
Status
Date of
Deposit/Registration
(USIMINAS
819846252
NCL(8 ) 39
Mixed
Registered
1/21/1997
COSEL
819740934
06 : 20 - 30
Nominative
Filed
3/14/1997
COS EEP
819740942
06 : 20 - 30
Nominative
Filed
3/14/1997
USICIVIL
819896896
40:15:00
Nominative
Registered
3/14/1997
USICIVIL
819896900
37 : 05 - 40
Nominative
Registered
3/14/1997
110
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F 55 31 3499-8899
Registered
www.usiminas.com
6/9/1997
Mixed
Filed
12/22/1997
Bearer
Registered
7/15/1999
Bearer
Registered
10/8/1999
Mixed
Filed
10/8/1999
06 : 20 - 30
Mixed
Filed
10/15/1999
NCL(8 ) 09
Mixed
Filed
4/23/2004
827346492
NCL(8 ) 06
Nominative
Filed
3/8/2005
827357621
NCL(8 ) 06
Nominative
Filed
3/30/2005
USI-AR-360-L
827357630
NCL(8 ) 06
Nominative
Filed
3/30/2005
USI-AR-360-VO-Q
827357648
NCL(8 ) 06
Nominative
Filed
3/30/2005
USI-AR-360-Q
827357656
NCL(8 ) 06
Nominative
Filed
3/30/2005
USIMINAS
827441339
NCL(9 ) 06
Mixed
Filed
4/7/2005
USISAMPLE
900875089
NCL(9 ) 09
Nominative
Filed
4/24/2008
USIMINAS
901437085
NCL(9 ) 06
Mixed
Filed
2/4/2009
USIMINAS
901572365
NCL(9 ) 06
Nominative
Registered
4/14/2009
UNIGAL
901861480
NCL(9 ) 06
Mixed
Filed
8/13/2009
UNIGAL
906828848
NCL(10)06
Mixed
Awaiting opposition
submission deadline
10/1/2013
Automotiva Usiminas
901861456
NCL(9 ) 12
Mixed
Registered
8/13/2009
8/13/2009
USIBRAS
819955280
06 : 20 - 30
INTERACTION
820431990
11:10
USICORT
821885715
NCL(8 ) 06
USILIGHT
822125889
NCL(8 ) 06
USILIGHT
822185164
7:20 PM
USICORT
822185334
USISAMPLE
826576931
USI-ABRA-L
USI-AR-400-L
Nominative
DUFER USIMINAS
901861499
NCL(9 ) 06
Mixed
Request Awaiting
Appeal
Fasal Usiminas
901861596
NCL(9 ) 06
Mixed
Request Awaiting
Appeal
8/13/2009
UMSA
818591838
7:35 AM
Nominative
Registered
5/18/1995
UMSA
818591854
37:05 – 25-40
Nominative
Registered
5/18/1995
UMSA
818591846
37:40 – 41 – 42
Nominative
Registered
5/18/1995
UMSA
818591862
6:30 AM
Nominative
Registered
5/18/1995
UMSA
818591889
07:25 - 30
Nominative
Registered
5/18/1995
UMSA
818591897
7:20 PM
Nominative
Registered
5/18/1995
USIMINAS MECÂNICA
818623942
37:05 – 25 – 40
Mixed
Registered
6/14/1995
USIMINAS MECÂNICA
818623950
37:56
Figurative
Registered
6/14/1995
Mixed
Request
Communicated
7/18/2011
USIMINAS
903863642
NCL(9)06
USIMINAS
901572454
NCL(9)06
Figurative
Registered
4/14/2009
SINCRON
830751211
NCL(9)06
Nominative
Registered
8/4/2010
CYCLE
830751181
NCL(9)06
Nominative
Suspended Request
8/4/2010
EZULT
830751190
NCL(9)06
Nominative
Registered
8/4/2010
SETTER
830751203
NCL(9)06
Nominative
Register
8/4/2010
RAVUR
830751351
NCL(9)06
Nominative
Registered
8/6/2010
ARPER
830763724
NCL(9)06
Nominative
Registered
8/6/2010
EFFOR
830763708
NCL(9)06
Nominative
Def. Notif.
8/6/2010
ARCTOS
830763716
NCL(9)06
Nominative
Registered
8/6/2010
KORAGE
830763732
NCL(9)06
Nominative
Registered
8/6/2010
Rios Unidos
006789110
38:20
Nominative
Registration
Extended
8/16/1977
TESMAF
810105764
1.597222222
Nominative
Terminated
4/29/1981
TESMAF
811245861
1.677083333
Nominative
Registered
7/26/1983
USISAÚDE
828721483
NCL(8)36
Mixed
Registered
8/1/2006
USISAÚDE
902214527
NCL(9)36
Mixed
Filed
12/21/2009
111
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COSIPA
002472902
COSIPA
COSIPA
COSIPA
006126456
COSIPA
004095120
COS – AR
810901293
COS – AR – COR
811363767
COS – COR
COS – RD
www.usiminas.com
6/20/1956
01:10 -75 -85
Nominative
Registered
002178362
NCL(8)01
Nominative
Terminated
2/4/1959
007535759
0.256944444
Mixed
Terminated
6/21/1968
01:85 – 90
Mixed
Registered
6/21/1968
0.065972222
Nominative
Registered
2/16/1971
06:10 – 20 – 30
Nominative
Registered
7/2/1982
06:10 –20 – 30
Nominative
Registered
11/10/1983
812944828
06:20 – 30
Nominative
Registered
10/30/1986
812944810
06:20 – 30
Nominative
Registered
10/30/1986
COS – FIT
817751750
0.270833333
Nominative
Registered
3/30/1994
COSIPA
817965726
1.677083333
Nominative
Registered
7/28/1994
COSIPA
817965700
38:20 - 40
Nominative
Registered
7/28/1994
COSIPA
817965718
36:70
Nominative
Registered
7/28/1994
COSIPA
817965769
38:20 - 40
Mixed
Registered
7/28/1994
COSIPA
817965734
1.580555556
Nominative
Registered
7/28/1994
COSIPA
817965742
1.677083333
Mixed
Registered
7/28/1994
COSIPA
817965750
36:70
Mixed
Registered
7/28/1994
COSIPA
817965777
1.580555556
Mixed
Registered
7/28/1994
COS ALLOY
818443340
06:20 – 30
Nominative
Registered
4/10/1995
COS – COR II
818443359
0.270833333
Nominative
Registered
4/10/1995
COSIPA
818501626
38:20 - 40
Mixed
Registered
6/9/1995
COSIPA
818501634
01:85 - 90
Mixed
Registered
6/9/1995
COSIPA
818501588
1.580555556
Mixed
Registered
6/9/1995
COSIPA
818501896
1.677083333
Mixed
Registered
6/9/1995
COSIPA
818501600
36:70
Mixed
Registered
6/9/1995
COSIPA
818501618
06:10 -20 - 30
Mixed
Registered
6/9/1995
COSIPA
818501596
40:15
Mixed
Registered
6/9/1995
COSAÚDE
819068560
1.677083333
Nominative
Registered
3/13/1996
COS CF 500
819083372
06:20 – 30
Nominative
Registered
3/28/1996
COSIPA
823254992
NCL(7) 16
Mixed
Registered
5/15/2001
COSIPA
823255000
NCL(7) 39
Mixed
Registered
5/15/2001
COSIPA AT SCHOOL
823254950
NCL(7) 41
Mixed
Registered
5/15/2001
COSIPA
823255018
NCL(7)40
Mixed
Registered
5/15/2001
COSIPA
823255026
NCL(7) 35
Mixed
Registered
5/15/2001
COSIPA
823255034
NCL(7) 42
Nominative
Registered
5/15/2001
COSIPA
823255042
NCL(7) 42
Mixed
Registered
5/15/2001
COSIPA NA ESCOLA (COSIPA AT SCHOO)L
823254933
NCL(7) 35
Nominative
Registered
5/15/2001
COSIPA NA ESCOLA (COSIPA AT SCHOOL)
823254941
NCL(7) 41
Nominative
Registered
5/15/2001
COSIPA
823255050
NCL(7) 01
Mixed
Registered
5/15/2001
COSIPA
823254984
NCL(7) 06
Mixed
Registered
5/15/2001
COSIPA
823254976
NCL(7) 36
Mixed
Registered
5/15/2001
COSIPA NA ESCOLA (COSIPA AT SCHOOL)
823254968
NCL(7) 35
Mixed
Registered
5/15/2001
CHAPA (PLATE)
823470199
NCL(7) 16
Nominative
Registered
7/26/2011
INTERAÇÃO COSIPA (COSIPA INTERACTION)
826204252
NCL(8) 16
Nominative
Registered
3/12/2004
Projeto Mantiqueira (Mantiqueira Project)
900077271
NCL(8) 41
Mixed
Registered
11/9/2006
Projeto Mantiqueira (Mantiqueira Project)
900252480
NCL(9) 41
Nominative
Registered
3/27/2007
SOLUÇÕES EM AÇO USIMINAS
840101740
NCL (10)35
Mixed
Request Com.
4/24/2012
SOLUÇÕES EM AÇO USIMINAS
840101759
NCL (10)40
Mixed
Request Com.
4/24/2012
112
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MINING USIMINAS
USIPREV
PREVIDÊNCIA
USIMINAS
EMPREGADOS DA USIMINAS
PREVIDÊNCIA USIMINAS
CAIXA
904792200
NCL (10) 06
Mixed
Request Com.
www.usiminas.com
5/10/2012
904738833
NCL (10) 36
Mixed
Request Com.
4/23/2012
904771814
NCL (10) 36
Mixed
Request Com.
5/4/2012
904801152
NCL (10) 36
Mixed
Request Com.
DOS
5/15/2012
11/10/2014
SIDERBRITA
908569980
NCL (10) 19
Mixed
Awaiting opposition
submission deadline
Nominative
Awaiting opposition
submission deadline
Mixed
Awaiting opposition
submission deadline
11/10/2014
SIDERBRITA
908570120
NCL (10) 19
11/10/2014
SIDERBRITA PLUS
908570317
NCL (10) 19
11/10/2014
SIDERBRITA PLUS
908570392
NCL (10) 19
Nominative
Awaiting opposition
submission deadline
AÇOCARD
840743696
NCL (10) 35
Mixed
Awaiting opposition
submission deadline
12/18/2013
AÇOCARD
840743700
NCL (10) 36
Mixed
Awaiting opposition
submission deadline
12/18/2013
i) Duration
In Brazil, the acquisition of a trademark is only possible through trademark registration validly issued by the
National Institute of Intellectual Property ("INPI"), where the holder is guaranteed the right to exclusive use
throughout the country for 10 years from the date of concession of registration, renewable for equal and
successive periods. During the registration process, the applicant has only an expectation of the right to use
the trademarks applied for, to identify its products and services.
ii ) Affected territory
The trademarks owned by the Company were registered in Brazil, with no registered trademarks abroad.
The Company is not aware of any event that may cause the loss of its intellectual property and trademarks.
iv) Possible consequences to issuer from the loss of such rights
The possible loss of rights over the trademarks registered by the Company and companies of Usiminas
would cause the end of the right to their exclusive use in Brazil and it would face difficulties to prevent third
parties from using identical or similar trademarks to market its products. In addition, if the Company or
companies of Usiminas prove not to be the legitimate owners of the trademarks they use, there would be the
possibility of suffering from litigation at criminal and civil levels for improper use of trademark and
infringement of third party rights.
As discussed above, the trademark "Usiminas" is one of the most valuable assets of the Company, which is
why, notwithstanding loss of corporate identity, the loss of right to the trademark would have a material
adverse impact on its business.
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Mining concessions
Mining companies in Brazil can only explore and extract mineral resources according to their mining
concessions provided by the National Department of Mineral Production - DNPM, autarchy of the Ministry of
Mines and Energy of the Brazilian government. DNPM grants mineral research permits to the applicant for
an initial period of three years. These permits are renewable as per discretionary decision of DNPM for a
further period of one to three years, provided that the applicant demonstrates that the extension is necessary
for the proper completion of the research activity. Local research activities must begin within 60 days from
the official publication of the exploration license. After completing the activities of mineral exploration at the
site, the company must submit a (positive or negative) final report to DNPM. If the geological survey reveals
the existence of mineral deposits that are economically exploitable, the applicant company has one year
(which may be extended by DNPM) from the approval of the final research report by DNPM to submit
Economic Exploitation Plan (PAE), which shall contain a project descriptive memorandum, detailing the
mining method to be adopted, the sizing of equipment, the economics involved and other legal requirements
of the Mining Code. After approval of the PAE by DNPM, and its publication in the Brazilian Federal Gazette
(“DOU”), the entrepreneur must submit Installation License, provided by the competent environmental
agency, in a period of 180 days. When the mining concession is published, the dealer shall require the
issuance of tenure of the deposit, which identifies the boundaries of the concession in the field, and start
mining activities within at most six months. DNPM provides grant for an indefinite period lasting until
depletion of the mineral deposit. The extracted minerals that are specified in the mining concession belong to
the mining concessionaire. With the prior approval of DNPM, the concessionaire can transfer it to an
unrelated party that is qualified to possess the mining concession. The entrepreneur must submit, on an
annual basis, the Annual Mining Report, where data on mining, production, sale and collection of taxes and
the Financial Compensation for Exploiting Mineral Resources - CFEM shall be presented. Failure to present
the RAL - Annual Mining Report can result in penalties provided for in the mining code.
The Company and Mineração Usiminas have several mining titles, including requirements for research,
exploration permits and mining concessions, namely:
Description of authorizations from DNPM
(i)
Validity
(ii)
Territory
Mining concession in the city of Itatiaiuçu/Itaúna - Case DNPM # 830.300/79
Undetermined
National
Mining concession in the city of Itatiaiuçu - Case DNPM # 800.540 /75
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Mining concession in the city of Itatiaiuçu/Itaúna - Case DNPM # 805.221/77
Undetermined
National
Mining concession in the city of Itaúna/Mateus Leme - Case DNPM # 815.055/73
Undetermined
National
Mining concession in the city of Itaúna - Case DNPM # 831.056/81
Undetermined
National
Mining concession in the city of Itaúna - Case DNPM # 830.373/78
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Mining request in the city of Itatiaiuçu/Mateus Leme - Case DNPM # 803.154/78
Undetermined
National
Mining concession in the city of Mateus Leme - Case DNPM # 815.054/73
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
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Undetermined
www.usiminas.com
National
Undetermined
National
Undetermined
National
Mining request in the city of Igarapé/Itatiaiuçu/Mateus Leme - Case DNPM # 830.049/79
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Mining request in the city of Itatiaiuçu - Case DNPM # 831.143 /03
8/1/2009
National
6/20/2011
National
6/20/2011
National
Search Permit in the city of Rio Manso – Case DNPM # 832.649/10
9/23/2014
National
9/23/2014
National
9/23/2014
National
10/3/2014
National
9/23/2014
National
9/23/2014
National
9/23/2014
National
9/23/2014
National
10/3/2014
National
9/23/2014
National
9/23/2014
National
Request of Search in the city of Rio Manso – Case DNPM # 832.670/10
9/23/2014
National
Undetermined
National
9/02/2014
National
Undetermined
National
9/23/2014
National
Mining concession in the city of Itatiaiuçu/Itaúna - case DNPM # 830.364/88
2/23/1997
National
Request of Search in the city of São Joaquim de Bicas – Case DNPM # 832.715/10
2/28/1989
National
11/13/1987
National
7/25/1989
National
4/20/1985
National
Mining request in the city of Igarapé/Mateus Leme - Case DNPM # 803.274/78
5/16/2011
National
8/4/2008
National
12/10/1988
National
Mining request in the city of Brumadinho/Igarapé - Case DNPM # 830.343/82
8/3/1991
National
3/22/2009
National
9/28/2004
National
2/10/1990
National
Request of Search in the city of Itatiaiuçu – Case DNPM # 833.399/2011
Undetermined
National
Search Permit in the city of Marliéria – Case DNPM # 831.962/2012
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Request of Search in the city of Cláudio – Case DNPM # 830.414/2014
Undetermined
National
Request of Search in the city of Cláudio – Case DNPM # 830.415/2014
Undetermined
National
Mining concession in the city of Pirapora do Bom Jesus/SP - case DNPM # 802.561/76
Undetermined
National
Mining concession in the city of Prudente de Morais/MG - Case DNPM # 73/61
Undetermined
National
Mining concession in the city of Salto de Pirapora/SP - Case DNPM # 007.535/63
Undetermined
National
Mining request in the city of Igarapé/Itatiaiuçu/Mateus Leme - Case DNPM # 830.035/03
Mining request in the city of Igarapé/Itatiaiuçu - Case DNPM # 805.218/77
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Undetermined
www.usiminas.com
National
Undetermined
National
Undetermined
National
The Company is not aware of any event that may cause the loss of its mines.
iv) Possible consequences of the loss of such rights to the issuer
In the case of loss of concessions from DNPM, Mineração Usiminas would have its mining activities
paralyzed in the respective areas. A complete halt of the ventures would only occur after the loss of all
concessions in the name of the company, and the risk of losing the concessions is very low, resulting from
the noncompliance with all obligations to DNPM, and even then, only after opening an administrative
proceeding against the holder, against which appeal is permitted.
The loss of all concessions, which is highly unlikely, as mentioned above, may impact the cost of iron ore for
the company, since this amount of iron ore to be compensated, would likely be purchased in the market at a
unit cost that is higher than its own production cost.
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c) The companies in which issuer has ownership interest and in respect to them inform:
Market Value of
interest
Book Value of Interest (PL)
Corporate Name
Headquarters
Has registration
with CVM
Subsidiary /
Affiliate
Ownership
interest %
12/31/2014
12/31/2013
12/31/2012
12/31/2014
Appreciation or (devaluation) of interest , according
to the book value
12/31/2014
12/31/2013
Appreciation or devaluation of
interest according to the market
value
Dividends received
12/31/2012
Years of 2014, 2013 and 2012.
12/31/2014
12/31/2013
12/31/2012
Codeme Engenharia S.A.
Betim – MG
No
Affiliate
30.77
52,327
47,925
45,593
N/A
4,402
2,332
7,303
N/A
2,356
2,743
1,872
Cosipa Commercial Ltd.
Cayman Islands
No
Subsidiary
100
25,353
32,200
21,263
N/A
(6,847)
10,937
21,263
N/A
0
0
0
Cosipa Overseas Ltd.
Cayman Islands
No
Subsidiary
100
592
16,007
19,021
N/A
(15,415)
(3,014)
1,442
N/A
14,916
0
0
MetForm S.A.
Betim - MG
No
Affiliate
30.77
Mineração Usiminas S.A.
B. Horizonte MG
No
Subsidiary
70
Rio de Janeiro
1.794-9
Affiliate
0.28
Itaquaquecetuba SP
No
Subsidiary
100
0
Soluções em Aço Usiminas SA
B. Horizonte MG
No
Subsidiary
68.88
724,090
Unigal Ltda
B. Horizonte MG
No
Jointlycontrolled
70
600,075
Usiminas Commercial Ltd.
Cayman Islands
No
Subsidiary
100
61,761
Usiminas Europa S.A.
Denmark
No
Subsidiary
100
Usiminas International Ltd
Luxembourg
No
Subsidiary
100
Usiminas Mecânica S.A.
B. Horizonte MG
No
Subsidiary
São Paulo - SP
No
Ipatinga - MG
No
MRS Logística S.A.
Rios
Unidos
Logística
Transportes de Aço Ltda.
Usiminas
Participações
Logística S/A
e
13,239
11,985
10,956
N/A
1,254
1,029
(6,884)
N/A
700
1,052
4,541
3,907,515
4,070,034
3,623,069
N/A
(162,519)
446,965
395,357
N/A
354,908
176,510
58,689
7,958
7,762
7,027
N/A
196
735
603
N/A
848
530
630
0
9,459
N/A
0
(9,459)
(747)
N/A
0
0
0
756,461
773,441
N/A
(32,371)
(16,980)
5,243
N/A
0
11,336
0
636,738
680,713
N/A
(36,663)
(43,975)
(74,015)
N/A
164,499
161,000
175,000
52,224
24,857
N/A
9,537
27,367
24,857
N/A
0
0
0
1,929,453
1,742,345
1,588,086
N/A
187,108
154,259
(374,891)
N/A
80,738
0
0
33,097
34,676
34,667
N/A
(1,579)
9
(182,695)
N/A
0
0
207,970
99.99
542,901
534,255
556,691
N/A
8,646
(22,436)
(149,455)
N/A
2,777
0
133,240
Subsidiary
16.70
57,206
55,280
51,278
N/A
1,926
4,002
5,334
N/A
5,263
4,467
2,883
Jointlycontrolled
50
9,842
8,743
7,542
N/A
1,099
1,201
1,594
N/A
0
0
0
e
Usiroll Usiminas Court Tecnologia
em Acabamento Superficial Ltda.
Note: N/A = Not Applicable. Shares issued by the company are not traded in organized markets.
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(i) Activities of Subsidiaries
Codeme Engenharia S.A. – with main place of business in Betim, Estado de Minas Gerais, it manufactures
and assembles steel constructions, especially industrial buildings, commercial sheds and multi-storey
buildings. Codeme has plants in Betim (Minas Gerais) and Taubaté (São Paulo).
Cosipa Commercial Ltd. - Headquartered on the Cayman Islands, it was organized in April 2006, aiming to
optimize fundraising in foreign markets for Usiminas.
Cosipa Overseas Ltd. - Headquartered on the Cayman Islands, it was organized in February 1994 with the
objective of optimizing the operations of foreign trade of Usiminas, to facilitate purchases of imported raw
materials and the export of steel products, besides being an instrument of fundraising in the international
market for financing the investments of the Company.
MetForm S.A. - With main place of business in Betim, Minas Gerais, and its business purpose is the
manufacturing of steel roofing, galvanized steel decks and accessories, with or without painting. Metform has
plants in Betim (Minas Gerais) and Taubaté (São Paulo).
Mineração Usiminas S.A. - With main place of business in Belo Horizonte, Minas Gerais, it is a partnership
between the Company (70%) and Sumitomo Group (30%), whose main purpose is the extraction and
processing of iron ore in the form of pellet feed, sinter feed and pellets. Most of its production, which is
extracted from mines in the Serra Azul region, Iron Quadrangle of the state, is intended to be consumed by
steel plants of the Company. MUSA holds a 50% interest in the jointly-controlled subsidiary Modal Terminal
de Granéis Ltda. ("Modal"), with main place of business in Itaúna, Minas Gerais, whose business purpose is
the operation of road and rail cargo terminals , storage and handling of ore and steel products and cargo
road transportation. It has a 22.22% interest in the associated company Terminal de Cargas Sarzedo Ltda.
("Terminal Sarzedo") with main place of business in Sarzedo, Minas Gerais, whose main activities are cargo
storage, road and rail terminal operation, warehousing and related services. It also holds a 22.22 % interest
in the associated company Terminal de Cargas Paraopeba Ltda. ("Terminal Paraopeba") with main place of
business in Sarzedo, Minas Gerais, its principal activities being the storage and handling of cargo in general,
the administration and operation of road and rail cargo terminal and cargo road transportation. In addition, it
controls Usiminas Participações e Logísticas S.A. ("UPL") with main place of business in São Paulo, Capital,
whose business purpose is exclusively to directly hold shares and other securities issued by MRS Logística
S.A. In 2011, MUSA acquired interest in Mineração Ouro Negro S.A. ("Mineração Ouro Negro") and merged
with it in September 2012.
MRS Logística S.A. - Headquartered in the city of Rio de Janeiro, MRS provides rail transportation and
logistics services in Southeastern Brazil. Usiminas interest in MRS represents a strategic investment to
optimize the supply of raw materials, transportation of finished products and third-party cargo transportation,
mainly related to the operation of the Company's marine terminals.
Rios Unidos Logística e Transportes de Aço Ltda. - established in Guarulhos, State of São Paulo, and its
main business purpose is to cargo road transportation.
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Soluções Usiminas S.A. - With main place of business in Belo Horizonte, Minas Gerais State, it operates in
the markets of distribution, services and small diameter pipes across Brazil, offering its customers high
value-added products. The Company is capable of processing more than 2 million tons of steel a year in its
09 industrial units, strategically distributed in the states of Rio Grande do Sul, São Paulo, Minas Gerais,
Espírito Santo and Pernambuco. It serves various economic sectors, such as Automotive, Spare Parts, Civil
Construction, Distribution, Electric and Electronic Products, Machinery and Equipment and Home
Appliances, among other.
Unigal Ltda. - With main place of business in Belo Horizonte, Minas Gerais, it is a joint venture established in
1998 by the Company (70%) and Nippon Steel & Sumitomo Metal Corporation (30%), with the goal of
transforming cold-rolled coils into hot-dip galvanized coils, primarily to serve the automotive industry. Unigal,
whose factory is located in Ipatinga, Minas Gerais, has an installed galvanizing capacity of 1,030 tons of
steel per year.
Usiminas Commercial Ltd. - Headquartered on the Cayman Islands, it was organized in April 2006, aiming to
optimize fundraising in foreign markets for Usiminas.
Usiminas Europa A/S – created in 2005, with main place of business in Copenhagen, Denmark, its main
business purpose is to hold investments in wholly-owned subsidiaries Usiminas Galvanized Steel ApS
(“Usiminas Galvanized“) and Usiminas Electrogalvanized Steel ApS (‘Usiminas Electrogalvanized”), whose
main activity is to promote foreign trade with customers of galvanized steel and electrogalvanized steel
produced by Usiminas, respectively.
Usiminas International Ltd. - Headquartered in the Principality of Luxembourg, it was established in 2001
with the purpose of holding the Company's investments.
Usiminas Mecânica S.A. - With main place of business in Belo Horizonte, Minas Gerais, it is a capital assets
company engaging in various sectors, such as Metallic Structures, Naval and Offshore, Oil and Gas,
Industrial Equipment, Industrial Assemblies and Foundry and Railway Wagons.
Usiminas Participações e Logística S.A. - With main place of business in São Paulo, Capital, whose
business purpose is exclusively to directly hold shares and other securities issued by MRS Logística S/A.
Usiroll Usiminas Court. Tecnologia em Acabamento Superficial Ltda. - With main place of business in
Ipatinga, Minas Gerais State, it is dedicated to the provision of services, especially for grinding cylinders and
rollers.
(ii) reasons for the acquisition and maintenance of stake in subsidiary / associated company:
In addition to the reasons described in the above item, the Company acquired / formed or holds interests in
subsidiaries or associated companies listed above, in order to separate assets for exploration of different
segments and market opportunities, with the consequent expansion of its branch activity, according to the
activity performed by each of the companies above.
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9.2. Other Information that the Company deems relevant.
The Company believes that there is no other relevant information to be provided in this item 9 of the
Reference Form.
10. Comments of the directors
10.1. Management’s discussion and analysis
a)
General financial and equity conditions
The year of 2014 represented for Usiminas a year of consolidation of various initiatives aimed at increasing
its profitability and reduce its debt level. Usiminas applied continued efforts to reduce costs and increase
efficiency in plants, managing inventories and further striving to meet the demands of its customers. The
Consolidated adjusted EBITDA totaled R$1,863 billion, showing an increase of 3.1% when compared to the
year 2013, which was R$1,806 billion. This is due mainly to the improved performance of the Steel unit,
which although it has had a lower sales volume,it had a higher average price which compensated for the
lower contribution of mining, impacted by the significant decrease of iron ore prices in the international
market. The Net debt, defined as gross financial debt less cash and cash equivalents, at the end of 2014
totaled R$ 3.8 billion. The net debt/EBITDA ratio in 12/31/2014 was 2.1 times while in 12/31/2013 was 1.9
times. The index of current ratio (current assets/current liabilities) in 12/31/2014 reached 1.73 times, slightly
lower than 12/31/2013 which was of 1.86.
In the year 2013, the adjusted EBITDA totaled R$1,806 billion, showing a significant increase of 159.3%
when compared to the year 2012, which amounted to R$697 million, according to the best performance in all
business units, especially the greater sales volume of Steel and mining units. Net debt at the end of 2013
was R$ 3.4 billion compared to R$ 3.7 billion at the end of 2012. The net debt/EBITDA index on 12/31/2013
was 1.9 times while in 12/31/2012 was 4.8 times. The index of current ratio in 12/31/2013 reached 1.86
times, slightly lower than in 12/31/2012 when it was of 1.98.
In the year 2012, the adjusted EBITDA totaled R$697 million, showing a decrease of 46% when compared to
the year 2011, which was of R $ 1.3 billion, due mostly to the reduction of the gross profit, with lower prices
and unfavorable mix of sales in Steel. Net debt at the end of 2012 was R$3.7 billion, compared against
R$3.9 billion at the end of 2011. The net debt/EBITDA in 12/31/2012 was 4.7 times showing a significant
increase compared to the previous year due to the decrease in EBITDA. The index of current ratio in
12/31/2012 achieved 1.98 times, against 3.05 in 12/31/2011, due to the reduction of volumes in stock and an
increase in the balance of suppliers.
The directors consider that the financial conditions and the company's assets are sufficient to meet its short
and medium term obligations. Maintaining the good level of financial indicators recorded in 2014, mainly as a
result of the business ' performance reflected in EBITDA, kept the company in a position of comfort in
relation to contractual terms of its financing agreements.
The company’s cash flow and cash resources are sufficient to meet the financing of their activities and
resource needs for the next 12 months.
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b) Capital structure and possibility of redemption of shares or units of interest
The board of Directors of Usiminas believes that the conditions for financial applications are suitable to allow
future investments, cash flow and repayment of debts. The total liabilities of the company, comprising the
total obligations with third parties, are decreasing since 2012 as shown in the table below.
The relationship between equity and debt, net of cash and securities, can be summarized bellow:
(In thousand of R$ Real)
Consolidated
2014
2013
2012
11,722,447
12,524,049
14,260,747
Cash and cash equivalents and securities
2,851,903
3,468,816
4,660,876
Total Net Liabilities (A)
8,870,544
9,055,233
9,559,871
18,761,615
18,833,945
18,513,073
47%
48%
52%
Total Liabilities
Shareholders ' equity (B)
Ratio (A)/(B)
i. events of redemption
The Company`s articles of incorporation contain no provision regarding redemption and so the provisions to
be applied are that of the partnership by shares.
ii. redemption price calculation method
In the case of redemption, the company will adopt a formula in compliance with current legal provisions.
c) Ability to pay in relation to financial commitments assumed
In 12/31/2014, the company had in cash R$ 2.9 billion (R$ 3.5 billion in 12/31/2013 and R$4.7 billion in
12/31/2012). Its debt shows an average 3 years in 2014 (3 years in 2013 and 6 years 2012). The
concentration of short-term debt in 12/31/2014 is 25.6% of the total debt (19.6% in 2013 and 20% in 2012).
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Profile consolidated Debt:
Debts Profile - Consolidated
Debts duration
Since 2021
Local
currency
Foreign
currency
The company has the financial strength and lines of credit to renew its debts by stretching payment
deadlines if necessary. Internal financial projections support the payment of the debt.
d) Sources of working capital and capital expenditure financing
The Company maintains an adequate operating cash to ensure a level of liquidity in accordance with its
operations. Sources of financing are hired whereas our income projection and future investment plan defined
by the Management. Our financing policy aims to avoid urgent needs for resources and using leverage to
obtain improved terms on such deals.
e) Sources of financing for working capital and investments in non-current assets to be used to cover liquidity
shortfalls
As described in the item above, the Company's policy is to maintain a level of comfortable operating cash,
associated with a profile of adequate salaries and hiring of long-term financing. In addition, the Company has
two revolving credit lines with the BNDES in the amount of R$2.9 billion to finance fixed assets. The
Company also used in May/2014, a new revolving line of credit (Revolving Credit Facility), whose total value
is of R$ 300 million and duration of 3 years, for possible financing for operating capital with Banco Itau
Unibanco S.A.
f) Levels of indebtedness and the characteristics of such debts, including:
According to Notes 19 (Loans and Financing) and 20 (Debentures) of annual financial statements, Usiminas’
Companies had, on 12/31/2014, loans and financing in the amount of R$ 5.6 billion (R$ 5.8 billion on
12/31/2013 and R$ 7.7 billion on 12/31/2012 ) and R$ 1 billion debentures (R$ 1 billion on 12/31/2013 and
R$ 258 million on 12/31/2012).
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i. Relevant loan and financing contracts
The main financing operations are:
1) Several loan agreements with the BNDES and Finame for the purpose of financing the investments of the
Company, with maturities until 2024. On 12/31/2014 the debt balance of these operations was R$888 million
(on 12/31/2013 it was R$ 1.1 billion and on 12/31/2012 it was R$ 1.2 billion).
2) Loan Contracts with the JBIC and commercial Japanese Banks for financing the construction of
Thermoelectric Power Plant of Ipatinga, Coke ovens in Ipatinga, Hot Strip Mill Plant in Cubatao, with
maturities until 2018. On 12/31/2014 the debt balance of these operations was R$ 1.3 billion ( on 12/31/2013
R$ 1.4 billion and on 12/31/2012 R$ 1.5 billion).
3) Export and Industrial Credit Notes and Industrial with Banco do Brasil for operating capital financing, with
maturities until 2019. On 12/31/2014, the debt balance of these operations was R$ 2.9 billion (on 12/31/2013
R$ 2.5 billion and on 12/31/2012 it was R$ 2.9 billion).
4) On 1 October, 2013 the subsidiaries of the Company based in Denmark acquired $124.2 million of debt
securities maturing in 2016 and $220.2 million of debt securities maturing in 2018, issued by the companies;
Cosipa Commercial Ltda. and Usiminas Commercial Ltda., both controlled by the Company. This operation
allows a better allocation of resources of the Company, in addition to reducing its leverage gross and
reducing financial disbursements designed until the expiration of the above-mentioned titles.
On December 30, 2014 the Company exercised a clause of early redemption (Early Redemption) of the title
of debt maturing in 2016 and thus repurchased all of the securities issued. The early redemption was also
done with the objective of reducing the gross leverage and the financial disbursements projected.
On 12/31/2014 the debt balance of these operations was R$ 474 million (12/31/2013 R$ 586 million and
12/31/2012 it was R$ 1.3 billion).
5) Issuance of debentures in the amount of R$1.0 billion maturing in 2019, with the aim of meeting the
various investment plans of the company. On 12/31/2014 the debt balance of this operation was R$ 1.0
billion (R$ 1 billion on 12/31/2013 and R$ 258 million on 12/31/2012).
6) Contracts of Prior payment of Export of Usiminas. The contract was settled on February 2014. On
12/31/2013 the debt balance of this operation was R$ 24 million (on 12/31/2012 it was R$ 552 million).
ii. Other long-term relationships with financial institutions
On 25 March 2013, Management decided to cancel the revolving line of credit (Revolving Credit Facility),
hired on July 28, 2011, whose total value was US$750.0 million and duration of 5 years.
On May 22, 2014, Management decided to hire a new revolving line of credit (Revolving Credit
Facility), whose total value is of R$ 300 million and duration of 3 years.
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iii. Subordination between the debts
On 12/31/2013, the Company has only a subordinated debt, which is the issue of debentures in the amount
of R$1.0 billion maturing in 2019, according to item N# 5 related in subitem f.i above.
iv. Any restrictions imposed on the issuer, in particular, in relation to debt limits and acquisition of new debt,
the distribution of dividends, the alienation of assets, the issuance of new securities and the the disposal of
controlling interest
The financial contracts mentioned in item (i) require the fulfilment of restrictive clauses (covenants) based on
certain financial ratios, calculated on the consolidated financial statements of the Company. Failure to follow
these requirements could generate an anticipation of the maturity of the bond. The clauses are:

limitation on disposal of fixed assets to the value of consolidated fixed assets.

limitation of Total Debt to EBITDA.

limiting the Total Debt in relation to Total Debt plus Shareholders' Equity.

limitation of Net Debt to EBITDA.

limitation of interest expense to EBITDA.

restrictions on changes in controlling interest.
g) Limits for use of the funds already contracted
On 12/31/2014 the Company still had the amount of R$ 266 million available with the BNDES to fulfill the
additional disbursements of investments in progress, which can be used when necessary.
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h) Significant changes in each item in the financial statements
Balance Sheet for the years 2014, 2013 and 2012 and their variations
Assets
12/31/2012
AV (%)
2012
Horizontal
Analysis
2014 x 2013
Horizontal
Analysis
2013 x 2012
8%
3,123,318
10%
-20%
-16%
835,629
3%
1,537,558
5%
-11%
-46%
4%
1,639,551
5%
1,568,105
5%
-24%
5%
3,516,751
12%
3,850,420
12%
3,767,984
11%
-9%
2%
358,418
1%
323,520
1%
485,093
1%
11%
-33%
12,641
0%
12,413
0%
12,134
0%
2%
2%
65,392
0%
45,637
0%
50,093
0%
43%
-9%
193,412
1%
119,937
0%
161,829
0%
61%
-26%
8,245,211
27%
9,460,294
30%
10,706,114
33%
-13%
-12%
2,018,129
7%
1,914,996
6%
1,513,879
5%
5%
26%
Amounts receivable from
related companies
22,383
0%
20,831
0%
19,636
0%
7%
6%
Inventories
54,942
0%
-
0%
-
0%
100%
0%
Judicial Deposits
566,408
2%
565,404
2%
599,206
2%
0%
-6%
Derivative financial
instruments
252,027
1%
40,608
0%
286,508
1%
521%
-86%
12/31/2014
AV (%)
2014
12/31/2013
AV (%)
2013
2,109,812
7%
2,633,187
742,091
2%
Trade accounts receivable
1,246,694
Inventories
Current assets
Cash and cash equivalents
Securities
Recoverable Taxes
Dividends receivable
Derivative financial
instruments
Other accounts receivable
Total current assets
Noncurrent assets
Total Liquid-Assets
Deferred income tax and
social contribution
Recoverable Taxes
Other accounts receivable
Investments in subsidiaries,
jointly controlled and
associated companies
95,835
0%
113,474
0%
131,583
0%
-16%
-14%
170,088
1%
175,029
1%
68,558
0%
-3%
155%
1,145,787
4%
1,159,948
4%
1,182,052
4%
-1%
-2%
Property, plant and
equipment
Intangible assets
15,535,573
51%
15,506,833
49%
15,852,506
48%
0%
-2%
2,377,679
8%
2,400,577
8%
2,413,778
7%
-1%
-1%
Total noncurrent assets
22,238,851
73%
21,897,700
70%
22,067,706
67%
2%
-1%
Total assets
30,484,062
100%
31,357,994
100%
32,773,820
100%
-3%
-4%
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Liabilities and Equity
12/31/2014
AV (%)
2014
12/31/2013
AV (%)
2013
12/31/2012
AV (%)
2012
Horizontal
Analysis
2014 x 2013
Horizontal
Analysis
2013 x 2012
Suppliers, contractors and freight
1,948,744
6%
2,422,024
8%
2,280,432
7%
-20%
6%
Loans and financing
1,655,799
5%
1,288,645
4%
1,400,823
4%
28%
-8%
50,092
0%
41,525
0%
257,664
1%
21%
-84%
Advances in payment from
customers
110,179
0%
178,309
1%
279,297
1%
-38%
-36%
Amounts payable to related
companies
338,357
1%
140,042
0%
204,920
1%
142%
-32%
Salaries and social charges
280,284
1%
250,849
1%
279,233
1%
12%
-10%
94,206
0%
131,099
0%
114,844
0%
-28%
14%
7,560
0%
25,770
0%
32,103
0%
-71%
-20%
22,743
0%
4,179
0%
83,185
0%
444%
-95%
30,937
0%
1,122
0%
26,635
0%
2657%
-96%
94,045
0%
51,015
0%
42,209
0%
84%
21%
-
0%
213,607
1%
178,249
1%
-100%
20%
136,480
0%
339,305
1%
221,461
1%
-60%
53%
4,769,426
15%
5,087,491
16%
5,401,055
16%
-6%
-6%
3,979,775
13%
4,512,891
14%
6,339,267
19%
-12%
-29%
998,549
3%
997,920
3%
-
0%
100%
9,972
0%
36,083
0%
41,483
0%
-72%
-13%
Provision for contingencies
475,859
2%
506,679
2%
447,933
1%
-6%
13%
Provision for environmental
remediation
85,143
0%
76,588
0%
77,703
0%
11%
-1%
1,187,788
4%
1,230,316
4%
1,396,812
4%
-3%
-12%
182,216
1%
52,910
0%
323,790
1%
244%
-84%
-
0%
-
178,249
1%
0%
-100%
33,719
0%
23,171
0%
54,455
0%
46%
54-57%
6,953,021
23%
7,436,558
24%
8,859,692
27%
-7%
-16%
11,722,447
38%
12,524,049
40%
14,260,747
44%
-6%
-12%
Current Liabilities
Debentures
Taxes payable
Tax payable in installments
Income Tax and social contribution
payable
Dividends and interest on
shareholders' equity (JSCP)
payable
Derivative financial instruments
Accounts payable for acquisition of
investments
Other accounts payable
Total current liabilities
Noncurrent liabilities
Loans and financing
Debentures
Taxes payable in installments
Accounts payable for acquisition of
investments
Total noncurrent liabilities
Total liabilities
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AV ( %)
2014
12/31/2013
AV ( %)
2013
12/31/2012
AV ( %)
2012
Horizontal
Analysis
2014 x 2013
Horizontal
Analysis 2013 x
2012
12,150,000
40%
12,150,000
39%
12,150,000
37%
0%
0%
Income reserves
318,851
1%
313,084
1%
219,684
1%
2%
43%
Income reserves
3,831,060
13%
3,699,154
12%
3,804,403
12%
4%
-3%
419,753
1%
549,670
2%
434,342
1%
-24%
27%
16,719,664
55%
16,711,908
53%
16,608,429
51%
0%
1%
2,041,951
7%
2,122,037
7%
1,904,644
6%
-4%
11%
18,761,615
62%
18,833,945
60%
18,513,073
56%
0%
2%
30,484,062
100%
31,357,994
100%
32,773,820
100%
-3%
-4%
Equity
Capital
Equity valuation adjustments
Controlling shareholders’ equity
Non-controlling shareholders
Total equity
assets
Total liabilities and equity
Below, significant changes are shown that represent more than 2% of the group to which they belong and
which have varied more than 5% in the comparison between the periods.
Analysis of the Consolidated Balance Sheet of the year 2014 in comparison with the year 2013
Current assets
Cash and Cash Equivalents and securities
The reduction of R$ 615 million recorded in the year 2014, occurred mainly on the basis of the purchase of
EUROBONDS issued by the company itself in the amount of R$ 160 million, net payment of loans and
financing in the amount of R$ 311 million and a reduction on the average closing date of payments of
suppliers.
Trade Accounts Receivable
Accounts receivable from customers showed a reduction of 24%, which is equivalent to R$ 393 million,
mainly due to lower volume billed with reduction of sales in the last quarter by 20 %.
Inventory
Inventories showed a reduction of 9% equivalent to R$ 334 million, mainly due to the lower production
volume and the strong control on working capital.
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The increase in derivative financial instruments was 43 %, moving from R$ 46 million on 31 December 2013
to R$ 65 million, as of December 31, 2014, primarily due to the increase of the US Dollar against the
Brazilian Real, getting an increase in the mark- to-market instruments of swap, which aims to reduce the
volatility of cash flow.
Noncurrent assets
Deferred income tax and social contribution
Deferred taxes increased by R$ 103 million, due to the increase of temporary differences. It can highlight the
variation of R$ 56 million on the exchange variation on loans and financing and the variation of R$ 45 million
over the result in swap contracts. The other variations were pulverized.
The increase in derivative financial instruments in R$ 211 million stems from the increase in value of the US
Dollar against the Yen and the Brazilian Real, which are the two main indexes of swap operations for the
Company, obtaining an increase in mark-to-market instruments of swap. Additionally, the Company has hired
new operations with active position in dollar value of US$ 175 million (R$ 393 million), with the goal to
reduce the volatility of cash flow.
Current Liabilities
The reduction in accounts payable to suppliers, contractors and freight by 20 %, moving from R$ 2.42 billion
to R$ 1.95 billion on 31 December 2014, was basically in accordance with the flow of operations of the
Company.
Loans and financing
The increase in loans and financing in the short term in R$ 367 million, reflects the entry of contracts of
operating Capital in the year 2014, as shown in the handling of loans and financing. The detail on the main
financing contracts that constitutes the debt is available on items 10.1 letter f.
The increase in derivative financial instruments by R$ 43 million was basically the increase in the marking to
market of swap instruments, that have passive position in Yen, which aims to reduce the exchange rate
exposure.
Noncurrent liabilities
Loans and financing
The reduction in loans and long-term financing of R$ 533 million in the fiscal year of 2014 reflects the
amortization of the debt during the year as a result of the management’s effort to reduce the Company's
debt. The detail on the main financing contracts that composes the debt is available on items 10.1 letter f.
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The increase of the instruments in R$ 129 million, was due to the increase in the mark-to-market of
operations with passive position in US Dollar and Yen, due to the appreciation of these currencies, getting an
increase in mark-to-market of the instruments of swap. In addition the Company has hired new operations
with passive position in the value of R$ 393 million, with the aim to reduce the volatility of cash flow.
Analysis of the Consolidated Balance Sheet of the year 2013 in comparison with the year 2012
Current assets
Cash and Cash Equivalents and securities
The reduction of R$1.2 billion recorded in the year 2013, occurred mainly due to the purchase of
EUROBONDS issued by the company itself in the amount of R$ 756 million and net payment of loans and
financing value of R$ 761 million.
Trade accounts receivable
Accounts receivable from customers showed an increase of 4.6%, equivalent to R$ 71 million, mainly due
the change in the mix of sales, with an increase in sales in the local market, with higher payment deadlines.
Non-current assets
Deferred income tax and social contribution
Deferred taxes increased by R$ 401 million, due to the increase of tax losses of R$ 186 million and including
temporary differences. The main are; provision for litigations, provision for profit sharing and others.
The reduction in derivative financial instruments in R$ 246 million was basically due to the appreciation of
the US Dollar against the Yen, which are the two main indexes of swap operations of the Company. The
operations that have active position in Yen obtained a negative variation in mark-to-market instruments of
swap. The goal of these operations is to protect the flow of the Company's debt.
Current Liabilities
The increase in accounts payable to suppliers, contractors and freight was by 6 %, moving from R$ 2.28
billion to R$ 2.42 billion on 31 December 2013, was basically due the flow of operations of the Company.
Loans and financing
The reduction in loans and short term financing in R$ 112 million, reflects the amortization of the debt that
occurred in the year 2013, as shown in the handling of loans and financing of fixed liabilities. The details on
the main financing contracts that compose the debt are available on items 10.1 letter f.
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Debentures
The reduction of short term debentures in R$ 216 million, from R$ 258 million, as of December 31, 2012 to
R$ 42 million, as of December 31, 2013, was as a result of the payment of debentures by its closing date.
Salaries and social charges
The salaries and social taxes dropped R$ 28 million in the period, as a result of the effects of the Law of
payroll tax relief, headcount adjustment and also for the sale of Usiminas Automotive that does not have its
consolidated figures in 2013 in the amount of R$ 10 million.
The increase in the amount recorded in other accounts payable at R$117 million, ranging from R$ 221
million, as of December 31, 2012 to R$339 million on 31 December 2013, was due to higher values to pay
for participation in the profits of employees in R$ 45 million and an increase in other taxes to be paid in the
amount of R$ 50 million, mainly IPTU.
Non-current liabilities
Loans and financing
The reduction in loans and long-term financing of R$ 1.8 billion in the year 2013, reflects the amortization of
the debt that occurred in the year, resulting from their salaries and the effort of the administration to reduce
the Company's debt. The details on the main financing contracts that compose the debt are available on
items 10.1 letter f.
Debentures
The increase of the amount documented in Debentures of R$ 997 million stem from the operation of simple
non-convertible debentures, held in 2013, in the amount of R$ 1.0 billion with maturity in six years and a rate
of 1% a.a + 100% of the CDI.
Provision for contingencies
The increase in the amount registered for legal claims/litigations was 13 %, ranging from R$448 million on 31
December 2012 to R$ 506 million, as of December 31, 2013, reflecting provisions made for labor lawsuits
and monetary updating of existing claims in progress.
The reduction of the amount recorded for post-employment benefits in R$ 166 million, ranging from R$1.4
billion at 31 December 2012 to R$1.2 billion at 31 December 2013, due to the annual review of actuarial
norms about retirement plans and health of the Company.
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The reduction in derivative financial instruments in R$ 270 million was basically due to the appreciation of
the US Dollar against the Yen. The operations that have passive position in Yen obtained a positive variation
in mark-to-market instruments of swap. The goal of these operations is to protect the flow of the Company's
debt.
Controlling Shareholders' Equity
The net worth of the controlling shareholders increased by 1.0 %, ranging from R$16.6 billion on 31
December 2012 to R$1.7 billion on 31 December 2013.
Statements of the years 2014, 2013 and 2012 and their variations
12/31/2012
AV
(%)
2012
Horizontal
Analysis
2014 x
2013
Horizontal
Analysis
2013 x
2012
100%
12,710,881
100%
-8%
1%
(11,353,664 )
-88%
(12,229,697 )
-96%
-6%
-7%
9%
1,475,803
12%
481,184
4%
-30%
207%
(513,797 )
-4%
(956,124 )
-7%
(954,409 )
-8%
-46%
0%
Selling expenses
(290,930 )
-2%
(336,443 )
-3%
(374,715 )
-3%
-14%
-10%
General and administrative expenses
(501,549 )
-4%
(567,982 )
-4%
(480,916 )
-4%
-12%
18%
Other operating income (expenses)
278,682
2%
(51,699 )
0%
(98,778 )
-1%
-639%
-48%
Result of equity pickup
183,780
2%
181,201
1%
165,638
1%
1%
9%
Income (loss) before financial result
and taxes
706,748
6%
700,880
5%
(307,587 )
-2%
1%
-328%
(522,831 )
-4%
(895,209 )
-7%
(491,144 )
-4%
-42%
82%
183,917
2%
(194,329 )
-2%
(798,731 )
-6%
-195%
-76%
24,562
0%
211,120
2%
200,450
2%
-88%
5%
208,479
2%
16,791
0%
(598,281 )
-5%
1142%
-103%
12./31/2013
AV
(%)
2013
100%
12,829,467
(10,704,864 )
-91%
Gross profit
1,036,765
Operating income (expenses)
Revenues from sale of goods and/or
services
Cost of goods and/or services sold
Financial result
Income (loss) before taxes on profit
Income tax and social contribution
Consolidated net income (loss) for
the period
12/31/2014
AV
(%)
2014
11,741,629
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Analysis of consolidated results for the year 2014 compared to the year 2013
Revenue from sales of goods and services
In the year ended on 31 December 2014, the net consolidated revenue of the Company reached R$11.7
billion, compared to R$12.8 billion in 2013. This revenue in the domestic market was lower than the year of
2013 by 13.3 %, and in the external market performance was higher than the year of 2013 by 34.5 %.The
Steel unit net revenue was R$10.9 billion, 3.6% lower than in 2013, due to the impact of the lower sales
volume in the domestic market by 15.4 %, partially offset by higher average price of 8.6% in the domestic
market and a better mix of products in both markets. The year 2014 was marked by strong retraction of the
Brazilian economy and the industrial sectors demands in steel consumption. In the Mining unit, net revenue
showed a reduction of 34.6 %, reaching R$743.0 million, compared to R$1,136.0 million in the year 2013,
due to the drop in the average price of iron ore and lower sales volume. At the processing plant, the Steel
net revenue was R$2.3 billion, 5% lower than the year 2013, due to the lower volume of sales and services
but partially offset by higher average price in 15.9% in the period. The unit of Capital Goods net revenue was
R$794.3 million, 18.3% lower than in 2013, mainly as a result of the reduction in the volume of projects.
Cost of goods or services sold
In the year ended December 31, 2014, the cost of goods sold (COGS) totaled R$10.7 billion, 5.7% lower
when compared to that of 2013, which amounted to R$11.4 billion in part due to the lower volume of steel
sold by the Steel unit and cost reduction initiatives, such as the adequacy of the workforce, a reduction in
hiring services from third parties and an increase in productivity throughout the Company. The Steel unit
reduction was of R$493 million due primarily, to the lower volume of total sales and the cost reduction
initiatives mentioned. The unit of Capital Goods, the reduction was of R$206 million as a result of the
reduction in the volume of projects.
Operating income and expenses
In 2014 the operating income and expenses reduced by 46.3 %, from R$956.1 million to R$513.8 million.
The main factor that contributed to this variation was the sale of surplus electrical energy, that in the year
2014, created revenue in the order of R$343.7 million in other expenses and operating income. In addition,
the costs of sales in the period were R$290.9 million, 13.5% lower than in 2013, which amounted to R$336.4
million, due mainly to lower distribution costs, lower expenditure on personnel and social taxes and lower
provision for uncertain accounts. General and administrative expenses dropped 11.7 % as a result of the
reduction in labor expenses own and outsourcing.
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The following comparative table of operating expenses during the two financial years (*the balances are
shown in thousands of reais).
12/31/2014
12/31/2013
Selling expenses
(290,930 )
(336,443 )
General and administrative
expenses
(501,549 )
(567,982 )
278,682
(51,699 )
(513,797 )
(956,124 )
Other revenues (expenses), net
Financial Result
In 2014, net financial expenses were R$522.8 million, against R$895.2 million in 2013, due to lower foreign
exchange losses of R$47.4 million and lower commissions on financing of R$129.0 million. In addition, the
year 2013 was impacted by the reverse operation of Hedge Accounting in R$174.8 million. During the years
of 2014 and 2013, loans and financing of Usiminas’ Companies, at variable rates, were in Reais, U.S dollars,
Yen and Euros.
Interest rates contracted for loans and financing (*balances shown in thousands of Reais) are shown below:
Pre-fixed
12/31/2014
%
12/31/2013
%
1,016,579
15
701,984
10
TJLP
618,078
9
836,348
12
Libor
1,260,972
19
1,464,803
21
CDI
2,525,280
38
2,526,983
37
214,665
3
271,418
4
5,635,574
84
5,801,536
84
1,048,641
16
1,039,445
16
Other
Debentures
CDI
6,684,215 100
6,840,981 100
In 2014 and 2013, the real interest rates on loans and financing of the Company, have impacted their results
negatively in the amount of R$ 218 million and R$237 million, respectively.
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Analysis of consolidated results from the year 2013 compared to the year 2012
Sales of goods and services
In the year 2013, the Company’s consolidated net revenue reached R$12.8 billion, practically stable when
compared with the net consolidated revenue of the year 2012 (R$12.7 billion). The revenue in the domestic
market was higher than in the year 2012 by 14.0 %, and in the external market performance was lower by
50.1 %. The sales mix of the Steelmaking unit accounted for 86.9% in the domestic market and 13.1% in
exports, in line with the Company's strategy to prioritize their participation in the internal market. In the
Mining unit, net revenue showed an increase of 26.4 %, reaching R$1.1 billion, compared to R$898.5 million
in the year 2012 due to the higher sales volume and higher prices of iron ore at 3.3 %. At the steel’s
processing plant the net revenue was R$ 2.5 billion, 18.6% higher than the year 2012 mainly due to higher
sales volume and better prices. At the unit of Capital Goods, net revenue was R$972.3 million, 4.4% lower
than in 2012, mainly as a result of lower revenues in the segment of structures.
Cost of goods or services sold
In the year ended December 31, 2013, the cost of consolidated sales (COGS) totaled R$11.4 billion, 7.2%
lower when compared to 2012 which was R$12.2 billion, in part due to the lower volume of steel sold by our
Steelmaking unit and the cost reduction initiatives, such as the adequacy of the workforce, a reduction in the
outsourcing of services from third parties and to the increase in productivity throughout the Company. The
Steelmaking unit’s reduction was of R$919 million, due primarily to the lower volume of total sales and the
cost reduction initiatives mentioned. In the Mining unit the COGS increased by R$160 million, mainly due to
the increase of 10.4% in the volume of sales during the year and higher costs with the lease of mineral rights
that occurred from the 2nd quarter of 2013.
Operating income and expenses
In 2013 consolidated operating expenses were R$956.1 million, which have remained stable when
compared to the year 2012, which amounted to R$ 954.4 million. General and administrative expenses were
higher, mainly as a result of the reclassification of centers of costs with IT, HR and Supplies that were
previously classified as cost. This reclassification allows a greater control of expenditure and a bigger
accounting improvement. They were also higher than the other operating expenses, such as provisions for
legal claims and litigations by R$101.5 million, an increase of R$ 103.4 million in the net cost of actual
obligations and lower contribution of R$42.8 million of the “Reintegra” Program. The above mentioned
increases were partially offset by lower spending on sales by 10.2 % due to the lower volume of exports in
the Steelmaking and Mining.
The following comparative table of operating expenses during the two financial years (*presented in
thousands of Reais).
12/31/2013
12/31/2012
Sales expenses
(336,443 )
(374,715 )
General and administrative expenses
(567,982 )
(480,916 )
(51,699 )
(98,778 )
(956,124 )
(954,409 )
Other (expense) income, net
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Financial Result
In the year ended 31 December 2013, the consolidated net financial result presented expenses of R$895.2
million compared to expenses of R$491.1 million in the year 2012, the effect of the increase in financial
expenses stem from the devaluation of 14.6% of the Real over its passive position regarding foreign
currencies. During the years of 2013 and 2012, loans and financing of Usiminas’ Companies, at variable
rates, were indexed in Reais,U.S dollar, Yen and Euro.
Interest rates of loans and financing contracts (*Balances presented in thousands of Reais) may be
demonstrated as follows:
12/31/2013
%
12/31/2012
%
Pre-fixed
701,984
10
1,497,058
19
TJLP
836,348
12
959,700
12
Libor
1,464,803
21
2,343,751
29
CDI
2,526,983
37
2,947,977
37
271,418
4
(8,396 )
5,801,536
84
7,740,090
97
1,039,445
16
257,664
3
6,840,981
100
7,997,754
100
Other
Debentures
CDI
In 2013 and 2012, the real interest rates on loans and financing of the Company, have impacted their results
negatively in the amount of R$ 237 million and R$246 million, respectively.
10.2. The directors should comment on:
a) The results of operations of the issuer, in particular:
i. Description of any important components of revenue
The Company's revenue is generated mainly from the sale of steel products, such as thick plates, hot-rolled,
cold-rolled, plates, galvanized, among others, carried out by our Steelmaking unit. The revenue not recurring
with the sale of electricity impacted the results of the Company in the year 2014. Usiminas also presents in
its consolidated financial statements, revenue from Mining units, processing of Steel and Capital Goods.
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The revenue of these units stems mainly from:
Mining: The Sale of iron ore.
Steel-Processing: Processing and distribution of steel products.
Capital Goods: Manufacture of Metal Structures, Industrial Equipment, Foundry and Railway wagons and
Services of Industrial Assemblies.
ii. Factors that materially affected operating results
The operating result of the Usiminas is affected mainly by demand that influences the volume sold and the
prices of our main products. Also, exchange rates facilitate the imports of products and diminish our
competitiveness.
In the year ended 31 December 2014, the consolidated net revenue of the Company reached R$11.7 billion
compared to R$12.8 billion in 2013. This revenue in the domestic market was lower than the year of 2013 by
13.3 %, and in the external market performance was higher than the year of 2013 by 34.5 %. The sales mix
of the Steelmaking unit represented 82.5% in the domestic market and 17.5% in exports. In the Mining unit,
net revenues showed a reduction of 34.6 %, reaching R$743.0 million, compared to R$1.1 billion in the year
2013, according to the fall in the average price of iron ore and the lower volume of sales. At the Steel
processing plant, net revenue was R$2.3 billion, 5% lower than the year 2013 due to the lower volume of
sales and services, partially offset by higher average price of 15.9% in the period. The Capital Goods unit net
revenue was R$794.3 million, 18.3% lower than in 2013, mainly as a result of the reduction in the volume of
projects.
In the year ended 31 December 2013, the net consolidated revenues of the Company reached
R$12.8 billion, practically stable when compared with the consolidated revenues in the year 2012 (R$12.7
billion). This revenue in the domestic market was higher than the year 2012 by 14.0 %, and in the external
market performance was lower than the year of 2012 by 50.1 %. The sales mix of the unit in the steelmaking
industry accounted for 86.9% in the domestic market and 13.1% in exports, in line with the Company's
strategy to prioritize their participation in the internal market. In the Mining unit, net revenues showed an
increase of 26.4 %, reaching R$1.1 billion, compared to R$898.5 million in the year 2012, due to a higher
sales volume and higher prices of iron ore by 3.3 %. At the Steel processing plant, net revenue was R$2.5
billion, 18.6% higher than the year 2012, mainly due to higher sales volume and higher prices. The Capital
Goods unit’s net revenue was R$972.3 million, 4.4% lower than in 2012, mainly as a result of lower revenue
in the segment of structures.
In the year 2012 the net consolidated revenue reached R$12.7 billion, 6.8% higher than the net revenue in
2011 of R$11.9 billion, mainly due to higher sales volume of steel on the steelmaking unit. This revenue in
the domestic market was lower than the year of 2011 by 2.3 %, and in the external market performance was
higher than the year of 2011 by 66.9 %. In the Mining unit, net revenue showed a reduction of 7.8 %,
reaching R$900 million, compared to R$1.0 billion in the year 2011, due to lower prices of iron ore in the
global market in 2012. At the Steel processing plant,net income was R$2.1 billion, 3.3% lower than in 2011,
mainly due to the lower volume of sales made by Soluções Usiminas. The Capital Goods unit net revenue
was R$1.0 billion, 28.3% lower than in 2011, impacted by the reduction of the projects in the portfolio.
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b) Variations in revenue attributable to changes in prices, exchange rates, inflation, changes in volumes and
the introduction of new products and services
i. Sales Volumes
Indicators
2014
2013
2014 X 2013
2012
5,541
6,220
-10.9%
6,881
Domestic market
83%
87%
-4 PP
73%
Foreign market
17%
13%
4 PP
27%
5,623
6,755
-16.8%
6,115
Physical Sales of steel (t thousand)
Sales of ore (t thousand)
In 2014, the physical sales of steel products carried out by the steelmaking unit were 11% lower than the
volume sold in 2013. The mix of destination of sales was 83% to the internal market representing a reduction
of 15.4 %, in comparison with the previous year, due the weak demand in the internal market. Exports grew
19.1% partially offsetting the drop in demand on the domestic market. In the Mining unit, the total volume of
sales recorded was 16.8% lower compared to 2013.
We highlight the sales volume of the Steel Industry in 2014 on the table below:
Detail of Physical Sales of Steel Product
Thousand tons
2014
2013
2012
Var. 2014/2013
Physical sales total
5,541
100%
6,220
100%
6,881
100%
-11%
Heavy Plates
1,217
22%
1,278
21%
1,460
21%
-5%
Hot-rolled coils
1,863
34%
2,165
35%
2,074
30%
-14%
Cold-rolled
1,309
24%
1,462
24%
1,483
22%
-10%
Electro-galvanized
108
2%
122
1%
142
2%
-11%
Galvanized Hot Dip
770
14%
788
13%
709
10%
-2%
Processed Products
56
1%
137
2%
169
2%
-59%
218
4%
268
4%
844
12%
-19%
Plates
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The main destinations of exports in 2014 were:
Exportation - Main Markets
ii. Sales Prices
Despite the fierce competition between the local plants and the adverse business environment of the steel
industry worldwide, the average selling price of steel products showed positive growth in 2014. The net
revenue per ton was higher by 8.7% in comparison with the previous year due to the impact of the lower
sales volume in the domestic market at 15.4 %, partially offset by higher average prices of 8.6% in the
domestic market and a better mix of products in both markets.
The stability of the Brazilian currency during most part of the year has made the price differential between
the domestic steel and the landed imported in Brazil reach heights more attractive to imports.
For the Mining unit in the year 2014, the net revenue per ton was 21.5% lower than the year 2013, due to the
drop in the average price of iron ore in the international market. The reference of PLATTS prices adjusted for
the period of classification of sales prices of Mineração Usiminas (62% Fe, CFR China) went from US$by
134.7/t in 2013 to US$ 103.6/t in 2014. These effects were partially offset by the impact of the appreciation of
the Dollar that averaged 9.0% in the comparison between the years. In 2013, compared with 2012, there
was an increase of 14.6 %, impacted by the exchange rate variation that influenced the market price of iron
ore.
In the year 2013 the sales prices of steel products showed positive variation due to the fierce competition
between the local plants and the adverse business environment of the steel industry worldwide. The net
revenue per ton was positively affected by the greater participation of sales to the domestic market and a
better mix of products sold with greater participation of laminated and galvanized. In addition, the devaluation
of the Brazilian currency meant that the price differential between the domestic steel and imported within
Brazil remained at levels less attractive to imports. The average value per ton sold increased by 9.6% which
includes sales to local markets and export.
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The selling prices of steel products sold by the Steelmaking unit were, during the year of 2012, affected by
fierce competition between local mills. Despite the devaluation of the Brazilian currency, the volume of steel
imported by Brazil remained high, pressing negatively domestic prices. The implementation of trade defense
instruments such as the increase of the import tax for thick plates lines and hot-rolled coils only occurred in
October 2012, having a limited impact in the year 2012. The net revenue per ton of steel products in 2012
was lowered by 4.86 %, affected by greater participation of sales of the foreign market and local competition
aforementioned.
c) Impacts of inflation, the variation of prices of the main raw materials and products, exchange rate, interest
rate on the operating profit and the financial result of the issuer
Variations in the sales cost
For the Steelmaking Industry, the cost of the Company's sales totaled R$10.1 billion in 2014, 4.7% lower than
in 2013. The COGS per ton in 2014 was higher by 7.0% when compared to 2013. There was no impact from
the 6.4 % inflation, as measured by the IPCA, which impacted the costs in Brazilian Reais. Mainly; labor,
outsourced services, energy, general expenses and the of 16.0% devaluation of the Brazilian Real (14.6% in
2013 and 8.9% in 2012), which has impacted the costs linked to the U.S Dollar. This was partially offset by a
reduction in costs with iron ore and coal, the main raw materials used in the production process.
The fixed costs with labor represent approximately 11% of the Company’s sales cost and follow the
development of wage agreements of the categories and the variation of the INPC.
The energy and utilities bills represent 10% Company’s sales cost. The electrical energy has specific
contracts to ensure power supply and prices which are adjusted by the index of price variation IGP-M or by
the IPCA, according to each contract.
The remaining costs are influenced by local inflation.
Exchange
In addition to what was above-mentioned, Usiminas Companies’ operate internationally and are exposed to
foreign exchange risks stemming from exposure to some currencies, especially in relation to U.S Dollar and,
to a lesser extent, the Yen and the Euro. The exchange rate risk arises from assets and liabilities recognized
and net investment in overseas operations. The financial policy of Usiminas companies’ highlight that the
derivative transactions has the objective of reducing their costs, reduce the volatility in cash flow, reduce
foreign exchange exposure and avoid the mismatch between currencies. As a protective measure to reduce
the effect of exchange rate variation, the Administration has adopted as policy to use log swap
operations and Non Deliverable Forwards (NDF) and, in addition, have its assets tied to exchange indexing,
as shown below:
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12/31/2014
12/31/2013
12/31/2012
Foreign currency Assets
Cash and cash equivalents
432,188
95,977
173,209
Securities
741,779
833,558
1,528,421
Accounts receivable
432,995
311,061
298,815
12,183
8,460
3,421
1,619,145
1,249,056
2,003,866
(2,436,521 )
(2,364,859 )
(3,653,781 )
(483,388 )
(614,622 )
(762,571 )
Advances from customers
(140,222 )
(8,243 )
(44,724 )
(8,025 )
(288,416 )
10,324
(3,068,156 )
(3,276,140 )
(4,450,752 )
(1,449,011 )
(2,027,084 )
(2,446,886 )
Advances to suppliers
Liabilities in Foreign currency
Loans and financing
Other
Net Exposure
In 2014, 2013 and 2012 the exchange rate variation on the net liabilities position of the Company generated
a loss of R$ 105 million, R$ 240 million and R$ 177 million respectively.
Interest Rate
During the years 2014, 2013 and 2012, loans and financing of Usiminas Companies’, at variable rates were
denominated in Reais, U.S dollars, Yen and Euro.
Interest rates for the loans and financing can be demonstrated as follows:
In Thousands
of Reais
Consolidated
12/31/2014
%
12/31/2013
%
12/31/2012
%
2,006,717
26
701,984
10
1,497,058
19
TJLP
603,231
8
836,348
12
959,700
12
Libor
1,260,972
17
1,464,803
21
2,343,751
29
CDI
2,480,975
32
2,526,983
37
2,947,977
37
213,096
3
271,418
4
(8,396 )
6,564,991
86
5,801,536
84
7,740,090
97
1,048,641
14
1,039,445
16
257,664
3
7,613,632
100
6,840,981
100
7,997,754
100
Pre-fixed
Other
Debentures
CDI
In 2014, 2013 and 2012, the actuall interest rates on loans and financing of the Company impacted their
results negatively in the amount of R$218 million, R$ 237 million and R$246 million respectively.
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Impact on the financial result
Monetary effects (assets) basically on short-term investments restated by
reference to CDI variation
Monetary Correction on judicial deposits
Monetary effects (liabilities), mainly on loans and financing indexed by
CDI and TJLP
Foreign exchange gains and losses, net, arising from assets and
liabilities denominated in foreign currency (loans and financing, suppliers,
short-term investments and customers)
12/31/2014
12/31/2013
12/31/2012
116,309
119,463
134,408
22,177
35,433
40,651
(258,520 )
(228,769 )
(249,026 )
(193,118 )
(240,566 )
(176,534 )
10.3. The directors should comment on the relevant effects that the events bellow have caused or are
expected to cause in the financial statements of the issuer and its results:
a) Introduction or disposal of operating segment
The Company is comprised of four business units: Mining, Steel, steel Transformation and Capital Goods.
In the fiscal year of 2012 there were no changes in the operating segments aforementioned. In 2013 the
Company sold its stake in the subsidiary Automotiva Usiminas (see item b below) that was a part of the
business unit of Processing of Steel. In 2014, the Company decided to terminate the activities in the
subsidiary Fasal Trading Brasil.
b) Constitution, acquisition or disposal of equity interest
i. Disposal of the Automotive.
On June 14, 2013, the Company signed a contract with Aethra Automotive Systems S.A. ( "Aethra") which
provided for the transfer of its entire equity stake of Automotiva Usiminas S.A..
On December 20, 2013, after the fulfillment of the conditions laid down in the contract, the sale was
completed. The Company received the amount of R$140 million and recognized a balance to receive R$16
million.
The contract further provided that the value negotiated could be adjusted on the basis of the changes in the
working capital between the balance of Automotive Usiminas in March 2013 and the closing date assessed
in November 2013. Due to that, in January/2014 Aethra paid the Company the amount of R$16.5 million.
ii. Incorporation of Mineração Ouro Negro.
On September 28, 2012, Mineração Ouro Negro was incorporated by Mineração Usiminas with the objective
to facilitate the operationalization of assets, simplifying the Company's organizational structure and providing
a reduction of the costs of its corporate structure.
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c) Events or operations not usual
i. Capital Increase in Mineração Usiminas.
On September 26, 2013, there was a capital inflows in Mineração Usiminas S.A. In the operation, the
Company promoted an increase in capital through the transfer of a land in their ownership in Itaguaí - RJ,
valued at R$ 246 million. Also, the shareholders of Serra Azul Iron Ore LLC and Sumitomo Corporation do
Brasil S.A. , companies part of the Sumitomo’s Corporation group, allocated R$221 million, of which R$ 351
million for increase of capital and R$ 116 million as increase in reserves.
ii. Incorporation of Summit Ventures Minerals Ltda.
On October 26, 2012, Mineração Usiminas S.A., has incorporated its shareholder Summit Ventures Minerals
Ltda., company limited, with headquarters in Sao Paulo, in the form of reverse incorporation. As a result of
this merger, shares representing the share capital of Mineração Usiminas S.A. belonging to
the Summit Ventures Minerals Ltda. were conferred onto the Serra Azul Iron Ore L. L. C. and the Sumitomo
Corporation do Brasil S.A., unique quota holders of Summit Ventures Minerals Ltda.
iii. Extinction of the Usiminas Portugal.
On November 30, 2012, the Company restructured its shareholdings in group, opting to terminate the
activities of the Usiminas Portugal, a company located in Portugal. This company was controlled by
Usiminas International, a direct investment of Usiminas.
iv. Extinction of Fasal Trading Corporation .
On August 03, 2012, the Company restructured its shareholdings abroad and closed the activities
of Fasal Trading Corporation , located in Florida,United States. This company was controlled by
Fasal Trading Brazil,a direct investment of Usiminas.
v. Closure of Fasal Trading Brazil.
On November 05, 2014, the Company decided to terminate the activities of its subsidiary Fasal Trading
Brazil, which was part of the business of the steelmaking unit.
10.4
Reviews of directors on changes in accounting practices
a) Significant changes in accounting practices
For the years 2014 and 2012, there were no new declarations or interpretations of CPC/IFRS that
significantly impacted the Company's financial statements.
For the year 2013, The Company has applied, for the first time, certain standards and amendments that
require the reproduction of corresponding values.
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These include:
CPC 19 (R2) Joint Ventures
CPC 33 (R1) Employee Benefits
CPC 36 (R3) Consolidated Financial Statements
CPC 45 Disclosure of participations in Other Entities
CPC 46 Fair Value Measurement
CPC 26 (R1) Presentation of Financial Statements.
The announcements, new or reviewed that had significant effects on the financial statements of the
Company and, consequently, resulted in production of corresponding values, are the following:
(1) Joint ventures and Investment in associate, subsidiary and jointly-controlled entities.
The Company adopted, as from the year 2013, IFRS 11 - "Joint Arrangements", issued in May 2011 and
included as an amendment to the text of CPC 19 (R2) - "Joint Ventures ". Thus, as the proportionate
consolidation method is no longer permitted, the Company ceased to proportionately consolidate jointlycontrolled entities Fasal Trading Brazil, Unigal and Usiroll, as well as subsidiary Mineração Usiminas ceased
to proportionately consolidate its jointly-controlled entity Modal. Consequently, as from January 1, 2013, the
equity interests in Fasal Trading Brazil (50%), Unigal (70%), Usiroll (50%) and Modal (50%) are accounted
for by the equity method. The adoption of CPC 19 (R2) did not impact the financial statements of the parent
company.
(2) Employee Benefits
The Company adopted CPC 33 (R1) Employee Benefits, applicable as from January 1, 2013. Due to the
application of this standard, the computation of interest cost and expected return on plan assets of defined
benefit plans was changed, and the effects are reflected in the financial statements of December 31, 2013.
For the year 2012, the corresponding figures were restated to reflect these retrospective effects.
(3) Other restatements
(i) Court deposits
The Company reassessed the presentation of process-related deposits. For 2013, management decided to
maintain the balance of these deposits classified as noncurrent assets at their full amount and not the net
amount of contingencies. The year 2012 has been adjusted for comparison purposes.
(ii) DFC - Statement of cash flow
This refers to the changes in "securities" account, which was reclassified from the group of "operating
activities" to the group of "investing activities".
(iii) DVA - Statement of value added
This refers to the change in the value added distributed and to distribute due to the reclassification of sales
taxes in consolidated.
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b) Significant effects of changes in accounting practices
In light of the changes in the standards, the Company restated its financial statements for the year ended
2013, the balances at December 31, 2012 and January 1, 2012, demonstrating the significant effects
caused by changes in the standards, as follows:
(a) Balance Sheet
Company
12/31/2012
Balances
Other restatements
Balances restated
5,829,216
-
5,829,216
23,837,938
130,095
1,935,331
130,095
originally
stated
1/1/2012
Balances
Other restatements
Balances restated
6,415,996
-
6,415,996
23,968,033
23,822,554
112,838
23,935,392
2,065,426
1,793,183
112,838
1,906,021
originally
stated
Assets
Current
Noncurrent
Long-term receivables
Investment
PP&E
Intangible assets
Total assets
7,780,318
-
7,780,318
8,100,465
-
8,100,465
13,974,626
-
13,974,626
13,786,171
-
13,786,171
147,663
-
147,663
142,735
-
142,735
29,667,154
130,095
29,797,249
30,238,550
112,838
30,351,388
4,690,077
-
4,690,077
3,405,007
-
3,405,007
Liabilities and equity
Current
Noncurrent
8,368,648
130,095
8,498,743
9,549,750
112,838
9,662,588
Equity
16,608,429
-
16,608,429
17,283,793
-
17,283,793
Total liabilities and equity
29,667,154
130,095
29,797,249
30,238,550
112,838
30,351,388
Consolidated
12/31/2012
Balances
Changes
originally
stated
in CPC 19
(R2)
Current
10,780,645
Noncurrent
1/1/2012
Balances
Changes
Other restatements
Restated
balances
(74,531 )
-
10,706,114
12,616,945
(88,989 )
-
12,527,956
21,993,574
(94,543 )
168,675
22,067,706
20,743,480
(64,703 )
146,319
20,825,096
2,444,744
5,951
168,675
2,619,370
1,939,992
(7,353 )
146,319
2,078,958
originally
stated
Other rein CPC 19
statements
(R2)
Restated
balances
Assets
Long-term receivables
Investment
453,062
728,990
-
1,182,052
428,382
801,278
-
1,229,660
16,653,120
(800,614 )
-
15,852,506
15,921,154
(829,277 )
-
15,091,877
2,442,648
(28,870 )
-
2,413,778
2,453,952
(29,351 )
-
2,424,601
32,774,219
(169,074 )
168,675
32,773,820
33,360,425
(153,692 )
146,319
33,353,052
Current
5,402,921
(1,866 )
-
5,401,055
4,092,173
14,807
-
4,106,980
Noncurrent
8,858,225
(167,208 )
168,675
8,859,692
10,254,047
(168,499 )
146,319
10,231,867
18,513,073
-
-
18,513,073
19,014,205
-
-
19,014,205
32,774,219
(169,074 )
168,675
32,773,820
33,360,425
(153,692 )
146,319
33,353,052
PP&E
Intangible assets
Total assets
Liabilities and equity
Equity
Total liabilities and
equity
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(b) Income statement
Company
12/31/2012
Original Balances published
Amendments to the CPC 33
(R1)
Net Revenues from sales and services
Balances restated
11,414,421
-
11,414,421
(11,759,451 )
-
(11,759,451 )
Operating income (expense)
(422,251 )
(101,487 )
(523,738 )
Financial Result
Cost of products and services sold
(864,276 )
-
(864,276 )
Equity
700,468
-
700,468
Provision for IR and CSLL
291,515
34,506
326,021
(639,574 )
(66,981 )
(706,555 )
Net income (loss) for the period
Consolidated
12/31/2012
Original Balances
published
Net Revenues from sales and services
Cost of products and services sold
Amendments to
the CPC 19 (R2)
Amendments to
the CPC 33 (R1)
12,708,799
2,082
-
12,710,881
(12,048,300 )
(181,397 )
-
(12,229,697 )
Balances re-stated
Operating income (expense)
(860,142 )
7,220
(101,487 )
(954,409 )
Financial Result
(502,631 )
11,487
-
(491,144 )
Equity
Provision for IR and CSLL
Net income (loss) for the period
61,168
104,470
-
165,638
109,806
56,138
34,506
200,450
(531,300 )
-
(66,981 )
(598,281 )
(c) cash flow statement
Company
12/31/2012
Net Cash generated by operating activities
Original Balances
published
Other until summer
reruns came
around
Balances restated
2,076,755
(115,259 )
1,961,496
121,978
115,259
237,237
Net cash used in investment activities
Net cash used in financing activities
(1,321,826 )
Exchange rate changes on cash and cash equivalents
-
(1,321,826 )
10,610
-
10,610
Net Increase in cash and cash equivalents
887,517
-
887,517
Cash and cash equivalents at beginning of the financial year
363,586
-
363,586
Cash and cash equivalents at the end of the year
1,251,103
-
1,251,103
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Consolidated
12/31/2012
Original Balances
published
Net Cash generated by activities
3,409,075
Amendments
Other until summer
reruns came Balances restated
The CPC 19 (R2)
around
(217,495 )
(751,826 )
2,439,754
Operational
Net Cash applied to activities Investments
(1,843,443 )
186,672
751,826
(904,945 )
Net Cash applied to the activities of Funding
(1,296,790 )
32,267
-
(1,264,523 )
Exchange rate changes on cash and Cash
equivalents
10,610
-
-
10,610
279,452
1,444
-
280,896
Cash and cash equivalents at beginning of the
financial year
2,901,312
(58,890 )
-
2,842,422
Cash and cash equivalents at end of the year
3,180,764
(57,446 )
-
3,123,318
Net Increase in cash and cash equivalents
(d) Statement of value added
Company
12/31/2012
Original Balances
published
15,045,929
Other until summer
reruns came around
-
Balances restated
(12,738,586 )
1,934
(12,736,652 )
(852,062 )
-
(852,062 )
978,780
(103,421 )
875,359
Value added to distribute
2,434,061
(101,487 )
2,332,574
Personnel and charges
1,119,536
-
1,119,536
897,603
(34,506 )
863,097
Remuneration of capital to third parties
1,056,496
-
1,056,496
Own capital
(639,574 )
(66,981 )
(706,555 )
Value added distributed
2,434,061
(101,487 )
2,332,574
Revenues
Inputs
Depreciation
Received in transfer
Taxes
15,045,929
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Consolidated
12/31/2012
Original Balances
published
Revenue
Amendments
Other until summer
The CPC 19 (R2) reruns came around Balances restated
16,759,074
5,593
726,566
17,491,233
(13,446,325 )
(177,856 )
82,955
(13,541,226 )
(997,718 )
32,608
-
(965,110 )
555,443
(5,607 )
-
549,836
Value added to distribute
2,870,474
(145,262 )
809,521
3,534,733
Personnel and charges
1,905,353
23,291
-
1,928,644
Taxes
585,607
(83,429 )
809,521
1,311,699
Remuneration of capital to third parties
910,814
(18,143 )
-
892,671
Interest on equity
(531,300 )
(66,981 )
-
(598,281 )
Distributed value added
2,870,474
(145,262 )
809,521
3,534,733
Inputs
Depreciation
Received in transfer
c) Qualifications and emphases present in the auditor's report
There are no qualifications and emphases in the auditor's report.
10.5. The directors shall indicate and comment on critical accounting policies adopted by the issuer,
by exploring, in particular, accounting estimates made by the administration on issues uncertain and
relevant to the financial situation and the results, which require subjective or complex decisions
such as: provisions, contingencies, revenue recognition, tax credits, assets of long-term, life of
active non-circulating, pension plans, adjustments to conversion into foreign currency, costs of
environmental recovery, criteria for testing of recovery of assets and financial instruments
The preparation of financial statements requires the use of critical accounting estimates and also the
exercise of judgment by management.
The estimates and accounting judgments are continually evaluated and are based on past experiences and
other factors, including expectations of future events, which we consider reasonable in the current
circumstances.
On the basis of assumptions, Usiminas’ companies make estimates with respect to the future. Because of
projections about future outcomes, the accounting estimates resulting may be different from their actual
results that attempt to estimate. The estimates and prospects that have significant risk, which may cause
adjustment in relevant accounting values of assets and liabilities for the next fiscal year, are addressed
below:
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Recoverable Value (impairment) of goodwill
Each year, Usiminas’ companies test any losses (impairment) in goodwill and other assets of long-term
(when observed indicators of impairment), in accordance with the accounting policy described on Note 3.13.
The recoverable amounts of cash-Generating Units (UGCs) were determined on the basis of calculations of
value in use and net selling price, performed on the basis of estimates (Note 18).
In the year ended on 31 December 2014, there were losses of R$2.0 million for the goodwill related to
Metform, which is part of the operating segment of the Steelmaking unit. On 31 December 2013, was not
ascertained any losses for impairment on assets (31 December 2012 - R$358 thousand, loss related to the
goodwill allocated in UGC Modal).
If the discount rate estimated before the tax applied to the cash flows discounted to the UGC Modal was 1%
higher than the estimates of the administration, the segment would not have recognized loss on impairment.
Income Tax and social contribution
The Usiminas’ Companies are subject to income tax in the various countries in which it operates. There is a
need for a significant assessment to determine the provision for income taxes in these countries. In many
operations, the final projection of the tax is uncertain. Usiminas’ companies also set provisions for situations
in which it is likely that additional values of taxes are due. When the final outcome of these matters is
different from the values initially estimated and recorded, these differences affect assets and liabilities of
current tax and deferred income tax in the period in which the definitive value is determined.
Usiminas’companies recognizes deferred tax assets and liabilities based on the differences between the
book value presented in the financial statements and the tax basis of assets and liabilities by using the tax
rates in force. Deferred taxes are reviewed regularly in terms of possibility of recovery, whereas the
generated historic profit and future projected taxable profit in accordance with technical feasibility studies.
Fair value of derivatives and other financial instruments
The fair value of financial instruments that are not traded in active markets is determined by using
assessment techniques. Usiminas’ Companies use their judgment to choose different methods and define
norms that are mainly based on market conditions existing at the balance’s date.
The sensitive analyzes of financial instruments, whereas a variation likely on the basis of indices of market
and deterioration of 5 %, 25% and 50% on the likely scenario, are shown in the financial statements.
Revenue Recognition
The subsidiaty Usiminas Mecânica uses the method of percentage of completion (POC) to account for the
revenue of current orders in an agreed fixed price. The use of POC method requires a projection of the
services performed up to the base date of the balance sheet as a proportion of the services that were hired.
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Benefits of retirement plans
The current value of obligations of retirement plans depends on a number of factors that are determined on
the basis of actuarial calculations, using a series of assumptions. Among the assumptions used in
determining the net cost (income) for retirement plans is the discount rate. Any changes in these
assumptions will affect the accounting value of the obligations of retirement plans.
Usiminas’ Companies define the appropriate discount rate at the end of each financial year, to determine the
current value of cash outflows and estimate the amount required to settle the obligations of retirement plans.
To determine the appropriate discount rate, Usiminas’ companies consider the interest rates of government
securities held in the currency in which the benefits will be paid and that have maturities close to the
deadlines of the respective obligations of retirement plans.
Other important norms for the obligations of retirement plans are based, in part, in current market conditions.
Additional information is disclosed in the financial statements.
The Company and some of its subsidiaries recognize a liability related to the debt contracted to cover the
lack of reserves.
Provisions for litigations/legal claims
Usiminas’ companies are involved in various legal affairs regarding litigation and administrative procedures.
Provisions are made for all litigation representing possible losses. The assessment of the likelihood of a loss
includes the evaluation of available evidence, including the opinion of legal advisors from within Usiminas’
companies and external legal advisors. The Administration believes that these provisions and the possible
contingency are properly presented in the financial statements.
Provisions for environmental recovery
As part of its mining activities, which are carried out through its subsidiary Mineração Usiminas S.A.. The
Company recognizes in the consolidated financial statements provision for obligations of environmental
remediation. To determine the value of the provision, projections and estimates are made in relation to
discount rates, expected cost for repair and the time expected for these costs.
Rates of useful life of the fixed asset
The depreciation of property, plant and equipment is calculated using the straight-line method in accordance
with the life- span of the assets. The life-span is based on reports of engineers from Usiminas’ companies
and external consultants, which are reviewed annually. The Administration considers that the life-span is
properly assessed and presented in the financial statements.
Segregation of interest and monetary variation related to domestic loans raised
The Company performs the segregation of Broad National Consumer Price Index (IPCA) on loans and
financial investments, whose applied index are CDI and TJLP. This way, the installment for the IPCA is
detached from interest on loans, financing, and income on financial applications and included under the
caption: "monetary effects" in the financial result.
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Investment control classification
The Company makes the classification of its investments pursuant to CPC 18 (R2) Investments in
Associates, Subsidiaries and Jointly-Controlled Entities and CPC 19 (R2) Joint Ventures, whose application
is subject to judgment in determining control and significant influence over investments.
10.6. With respect to internal controls adopted to ensure the preparation of the financial statements
reliable, the directors should comment on:
a) The degree of efficiency of such controls, indicating any imperfections and measures taken to correct
them.
The directors believe that the Company has internal controls adequate and that they demonstrated to be
historically sufficient to ensure the draft of reliable financial statements. When possible imperfections in these
controls are established, we conceive plans to remedy the shortcomings.
The internal audit contributes to maintain the levels of corporate governance from the assessment of the
risks of operating processes and improve their internal controls.
b) Deficiencies and recommendations on internal controls present in the report of the independent auditor
In the financial statements for the last 3 years, the external auditors of Usiminas, during the execution of their
auditing, did not identify commendations or weaknesses in relation to internal controls of the Company that
could be considered material and/or with significant impacts on the financial statements. Regarding other
deficiencies identified by the external auditors, the Board considered it does not need any comment, by not
being relevant.
10.7. If the issuer has done a public distribution offer of securities, the directors should comment
on:
a) As how the resources resulting from the offer were used
The Company did not make public offer of securities in the past three fiscal years.
b) If there were relevant differences between the effective application of resources and the proposals for
applications disclosed in prospectuses of the respective distribution
There was no public offer of securities in the past three years.
c) If there has been any irregularities, the reasons for such irregularities
There was no public offer of securities in the past three years.
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10.8. The directors shall describe the relevant items not disclosed in the financial statements of the
issuer, indicating:
a) The assets and liabilities held by the issuer, directly or indirectly, that do not appear on its balance sheet
(off-balance sheet items), such as:
i. Operating market leases, assets and liabilities
The company has the following operational leases agrrement:
- Contract with the Salus Empreendimentos S/A, in the amount of R$ 173 million, with a debt balance of R$
33 million, relating to the lease of locomotives, with maturity on 10/14/2015.
- Contract with the MRC Railway Logistics DZSS-FC Ltda, in the value of R$ 29 million, with debt of R$ 11
million, relating to the lease of wagons platforms, with maturity on 03/01/2017.
- Mineração Usiminas S.A. (MUSA) has a contract with the MBL – Materiais Básicos Ltda., signed in July
2011, the contract value is estimated at US$ 300 million for the lease of mineral rights in the area of Sierra
Azul, Minas Gerais. The lease duration is 30 years, counted from October 15, 2012, date on which the lease
was authorized by the National Department of Mineral Production (DNPM) or until exhaustion of mineral
reserves.
ii. Portfolios of receivables downloaded on which the entity keep risks and responsibilities, indicating their
respective liabilities
There are none.
iii. Contracts for future purchase and sale of products and services
The Company has the following operational contracts relevant to future purchases:
Contracts for the Supply of Iron Ore
The main suppliers of iron ore to Usiminas Ipatinga are VALE S/A and the Mineração Usiminas S/A - MUSA.
VALE S/A has contracts with Usiminas for the sale of iron ore, logistics of transportation of Usiminas’ ore by
EFVM (Vitória-Minas ) and FCA - Railroad Atlantic Center.
In Cubatao, the largest supplier is Mineração Usiminas MUSA followed by VALE S/A and Vetorial
Mineração.
The amount of current contracts is approximately R$ 1.8 billion per year.
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Contracts for the Supply of Coal and coke
The mineral coal * used in steelmaking activities comes only from abroad due to the lack of coal with the
ideal specifications to be used in the steelmaking process in Brazil.
Usiminas has signed long-term contracts and spot purchases of imported coal and national coke (CVP) in
the calendar year of 2014, corresponding to approximately 4.4 million tons, equivalent to 100% of the volume
of coal provided for the supply of the activities of the two steel mills (in Ipatinga and Cubatao) until December
2014. The purchase of coke in the national and international market, coal injection (PCI) and
the anthracite are computed in the data.
Among the main suppliers of coal, anthracite and coke in the year of 2014, stand out the Alpha Coal, Patriot,
Jim Walter Resources, Jellinbah mine and Petrobras Distribuidora, responsible for approximately 65% of the
supply of coal and CVP to Usiminas in that period.
In 2014, the approximate total amount of coal purchases, anthracite and PCI totaled R$ 912 million, and for
the purchases of FMC (Coke) the approximate value was R$ 206 million.
In 2014, Usiminas purchased 3 loads of metallurgical coke imported (total 140 thousand tons) to meet the
deficit at the Ipatinga’s plant due to a revamp at the coking plant No 2. The approximate total amount for
these purchases was of R$ 64 million.
* Mineral Coal = coal for coking coal injection (PCI) and anthracite for sintering.
Contracts for the Supply of Electrical Energy
In June 2007, the Company signed with the CEMIG GT an electricity supply contract for the period starting
01/01/10 to 12/31/14, of approximately 320 MW average annual.
At the end of 2009, the Company initiated the renegotiation of the contract to review the contractual
conditions and extend the contract’s deadline for 10 years (January 01, 2010 to 31 December 2019).
As a result of this renegotiation,there were signed two new documents: the first is a contract with the CEMIG
GT in that Usiminas buys about 320 MW annual average for the period 2010 to 2012, reducing to 120 MW
the annual average from 2013 to 2019. The second document is a “supplier” term in that Cemig GT leases
to the Company part of its purchase agreement signed with the Santo Antonio Energia S. A - SAESA. By this
second document, Usiminas receives from SAESA, from 2013 until 2019, the average amount of 200 MW
per year.
For the years 2013 and 2014 there is also a supply of energy in the volume of 20 MW average with the
company CPFL Energia.
These contracts account for approximately R$ 5.1 billion for the period from 01/01/2010 to 12/31/2019.
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Gas Supply Contract with the COMGAS
USIMINAS and COMGAS concluded on 05/13/2002 the contract for the supply of firm natural gas for its
plant in Cubatao. This contract was renewed until 05/31/2015 with the supply forecast of 312.500M ³ /day of
natural gas for consumption in processes and blast furnaces. The value of the contract is of R$ 710 million
and in 2014 there were R$ 216 million spent.
Gas Supply Contract with the Gasmig
USIMINAS and Gasmig have three contracts for the supply of natural gas to the Ipatinga Plant.
The contract has hired a volume of 377.000M ³ /day to be used in the processes. It was signed in 09/21/2010
and renewed until 08/31/2017. The value of this contract is of R$ 337 million and in 2014 were paid R$ 105
million.
The contract signed for thermoelectric supply has hired a volume of 60.000M ³ /day, and may be altered from
30.000m ³ /day 150.000M ³ /day at any time at the sole discretion of USIMINAS. It was concluded in
12/22/2014 and is valid until 12/31/2015. The value of this contract is of R$ 19 million.
In addition to these, there is the interruptible contract for injection in blast furnaces, when necessary, with a
volume of 256,000 m3/day. It was signed on 12/07/2010 and it is renewed automaticallyl. However, to
replace this contract, USIMINAS has signed successive purchases of short term natural gas directly from
Gasmig or through auctions held by PETROBRAS to distributors, in varying amounts. The values of these
contracts are of R$ 57 million and in 2014 were paid R$ 15 million in natural gas for use in blast furnaces
through short-term contracts.
Service Contract with MRS
The Mineração Usiminas has contract with MRS Logistica S.A. to rail transport services of iron ore in the
period from 01/01/2011 to 11/30/2026. The annual value of this contract is in the order of R$ 253 million.
Contract for the provision of services with Porto Sudeste do Brasil
The Mineração Usiminas has a contract with the company Porto Sudeste do Brasil S.A. referring to docks
services in the period of 5 (five) years from 2012. The annual value of this contract is of the order of US$ 68
million.
v. Uncompleted construction contracts
The Company has various contracts related to investments in its mills and in Mineração Usiminas, which
aggregate the amount of R$ 554 million.
v. Contracts of future receipts of funding
None.
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b) other items not disclosed in the financial statements
None.
10.9. In relation to each of the items not disclosed in the financial statements listed in item 10.8, the
directors should comment on:
a) How such items change or could change the revenues, expenses, operating income, financial expenses
or other items in the financial statements of the issuer
The costs of the contract for operating leases referenced above are appropriate for the monthly operating
results of the Company for the term of the contract.
The costs of supply contracts are added to the result as they are used in the production process.
The sales revenue related to contracts of Usiminas Mecânica, are added to the result as the development of
each built item.
b) Nature and purpose of operation
The purpose of the Company to maintain these contracts is to ensure that supplies needed for the
production process.
c) The nature and amount of obligations and rights in favor of the issuer as a result of the operation.
As mentioned in item 10.8.
10.10. The directors shall indicate and comment on the main elements of a business plan from the
issuer, specifically expanding on the following topics:
a) Investments
i. Description of quantity and level of quality of the investments in progress and of planned investments
The total volume of investments of Usiminas and of the subsidiaries in the year of 2014 was R$1.1 billion
(R$981 million in 2013), being:
- Plants of Ipatinga and Cubatao: R$964 million (R$600 million in 2013)
- Subsidiaries: R$146 million (R$381 million in 2013)
The investments in the plants are concentrated in appropriateness of coke ovens, the increase in the
working life-span of the blast furnaces, improving quality, reducing costs, maintenance, technological
updating of equipment and environmental protection.
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The investment projects follow its normal course of detail engineering, bidding, contracts and execution of
works, as established on the schedule.
The main investments of the Company are focused on Steel Production and Mining, as described below:
Steel production
The most relevant investments completed in 2014 were:
Ipatinga:
The de-dusting of the area around Blast Furnace #3: system Adequacy of de-dusting of Areas of Blast
Furnace No. 3, composed of Bag Filter, Ducts, damper and Hoods. Start of operation was May/2014, in
compliance with the requirements of environmental agencies.
Replacement of fuel oil by Natural Gas in reheating furnace of the Hot Strip Rolling Mill and individualization
of Natural Gas into the Blast Furnace 3: Deployment of Natural Gas as a complement to mix with the gas for
steel consumption in the burners in the furnaces of the HSM, as a replacement to fuel oil. Individualization of
the Natural Gas network of AF3 with the installation of a new receiving station and new connection with
existing pipes. Start of operation was in August/2014, in compliance with the requirements of environmental
agencies.
Cooling System at AF03; Installation of system for cooling the cooling water of the crucible of Blast Furnace
no. 3, with start-up of operations in April/2014, with the aim to meet the plans of extension of AF’s life-span.
Large Repair from the Regenerator 4: Repair the wall refractory from the Regenerator #4 of AF#2 at the
Plant in Ipatinga with the aim of avoiding the tampering of the framework and/or overall fall of refractory
bricks and within the plan to extend the useful life of the furnaces, i.e. to prevent the complete failure of the
regenerator in addition to minimizing the risk of accidents. Start of operation was in April/2014.
CTE2 - insertion of NG as an Alternative Fuel: Deployment of Natural Gas as a complement to mix with the
gas for steel consumption in the boilers of CRT2, replacing the fuel oil. Start of operation was in
December/2014.
Cubatao:
Exchange of 21 Stave Coolers for Blast Furnace #2: Replace 21 stave coolers of cast iron by Coolers of
copper, with a high rate of heat transfer and greater durability, ensuring the preservation of the framework
and the useful life-span of the Blast Furnace. First exchange of 8 stave coolers completed in Nov/2013. 2ND
exchange of 13 stave coolers completed in November/2014.
AF2 - Replacement of slow water pipes from Blast Furnace: Implementation of recovery activities of the
demineralized water system of the body of the Furnace 2. Start of operation in November/2014.
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Reform of Boilers 2 and 4: complete Reform of boilers 2 and 4 for recovery of steam production capacity of
central thermoelectric power plant no. 1 (CTE-1) through the recovery of original conditions of design of
boilers type “aquotubular” conventional. Start of operation in June/2014.
AF2- Exchange chimney Slag Granulation: Restoration of the system of exhaust fumes of granulation of slag
from AF2 of Cubatao in order to eliminate damage to the structures of the oven caused by water vapor with
components of sulfur. Start of operation in November/2014.
The main investments in progress are:
Ipatinga
Revamp of the coking plant No 2: Restore production of gas (COG) coke and coking 2 to 1,100,000 t/year
and reduce the emission of particulates, gases and volatile matter to the atmosphere. The Battery no. 3, with
a capacity of 550,000 tons/year, is idle due reform since 18/10/2010 and have its return to operation planned
for the 1st semester of 2015.
Blast Furnace 3 - Replacement of 28 Staves in levels B3 and S1: Acquisition and exchange of
28 stave coolers being 17 (seventeen) of level B3 and 11 (eleven) of level S1, aiming to:
Rebuilding of the cooling system of the framework; Maintenance of safety and physical integrity of workers of
AF3 area; Maintenance of thermal stability of AF3 and operational control. Estimate of start-up of operations
in the 1st half of 2016.
Repair of the Top of the Coke Plant 3: Repair from the top of the Coke Plant 3 to ensure safe standards of
operation, avoiding the drastic reduction of the life-span of the furnace coke 3. Estimate start of operations in
the 1st half of 2015.
Replacement of Overhead Crane L8: Continuous Casting of Steel Mill 2: Replacement of the overhead crane
for handling pots liquid steel in the meltshop 2 loading from the continuous casting machine. The new bridge
will have a capacity of 260 T. Projections to start of operations in the 1st half of 2016.
AF2 - Major Repair of Electrostatic precipitator no. 1: Implementation of modernization and electromechanical repair of PE-1, covering everything from the full exchange of the framework, plates, brackets,
electrodes, bleeders, lids of visit, nozzles for washing etc. Estimate to start operations in 2ND semester of
2015.
Blast 02 - Installation of Front Gate in the converters 4 and 5: Project, manufacture and installation of gates
to front converters 4 and 5, seeking greater security and better efficiency of de-dusting. Estimate to start
operations in 2ND semester of 2015.
Converter 5 - Exchange of housing and cooling of the ring: Replacement of the framework of the Converter
5 and installation of air cooling system for the ring to continue activities of the Steelmaking Plant;
Maintenance of productive capacity; Safety of people; Increase of life-span with the installation of the air
cooling system for the ring. Estimate to start operations in 1st semester of 2016.
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Revamp of the PE’s scarfing in the mill: Make the REVAMP of the system of electrostatic precipitation of
machines of scarfing at the Plant in Ipatinga aiming to continue the scarfing process , the safety of the
workers who perform maintenance services and the reduction of emissions of particulate matter from the
electrostatic precipitator. Estimate to start operations in 1st semester of 2015.
HSM - Replacing the Thickness Gauge and Profile of the Output of the Finishing Train: New thickness gauge
and profile x-ray mobile and fixed ensuring operational continuity of LTQ providing an improvement in the
control of the process. Estimate to start operations in 1st semester of 2016.
Cubatao:
Adequacy of the yard of beneficiation of slag: Adequacy of facilities of the courtyard of beneficiation of slag
and deployment of a Courtyard of Cure of slag in the technical requirements contained in the Operating
License. Estimate to start operations in the 1st semester of 2016.
Structural Reconstruction of the courtyards of raw materials and Sintering 2 and 3: Structural reconstruction
and equipment of the courtyards of ore, Sinter 2 and Sinter 3 through the stabilization of structures and
equipment, auxiliary systems and supply systems. Start of operation in January 2015.
AF1: Supports Individualization of de-dusting of house of silos: This project is intended to make independent
abstractions of dust in the areas through the installation of systems of secondary de-dusting specific to the
following areas: (a) Screening of Sinter North, (b) Two side discharge belt conveyor of sinter and the
balancing of the system. Estimate start of operations in the 2nd half of 2016.
Sintering 3: Individualization of systems secondary de-dusting: This project is intended to make independent
abstractions of powder of the areas of a)Cold sieving b) House of Silos and c) Machine of Sinter (power,
discharge and some points near) through the installation of systems of secondary de-dusting specifics for
the first two (items a and b) and balancing of the entire network. Estimate start of operations in the 1st half of
2016.
Sintering 2: System Optimization of Secondary de-dusting: This project has aimed to optimize the system
of secondary de-dusting Sintering 2. To achieve this you need to retrieve and modify part of the piping, run
the rebalancing of the entire network and become independent of the three existing systems the abstractions
of powder of the following areas: a)Cold Breaker b) discharge Spout the return of fine sinter , located in the
house of silos of raw materials. While the pick-up points in the region of the breaker shall be met by a new
bag filter, the other two will be ventilated by a bin vent in each one. Estimate start of operation in the 2nd
semester of 2016.
Utilities - Deployment of New Gasometer of COG of 22,500 m³: Construction of a new gasometer of COG
with capacity of 22,500 m3 to be built using the base of the gasometer of 20,000 cu. m. For this condition,it
will be required the demolition of the gasometer of 20,000 cu. m. Estimate start in the 2nd semester of 2016.
Internal Logistics Plant Cubatão: Adequacy of the premises of the Plant of Cubatao for handling and storage
of coils with dimensions of up to 2050mm wide , 2100mm in outer diameter and 35 ton of maximum weight.
Estimate start in the 2nd semester of 2015, with partial deliveries until the end of the year.
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AF2: Individualization of de-dusting system of transfer house J10: This project aims to improve the efficiency
of de-dusting of House of Silos in the Blast Furnace 2 , in order to meet relevant legal requirements. For this
reason, the abstraction of the House transfers "J10" will be answered by a new bag filter, which will be
installed in the Yard area of ores. Estimate start in the 2nd semester of 2016.
Dredging of Critical Points "A" and "B" of the Channel of Piaçaguera: Removal of sediment characterized as
non-contaminated deposited at the bottom of the channel of Piaçaguera which gives access to the Port
terminals of Usiminas in Cubatao/SP, to minimize the risks to navigation. Estimate start in the 2nd semester
of 2015.
Repair of Sill Coking 1 and Sub-threshold of Coke Plant 2: Repair in 16 channels of regenerators and
“subsoleiras”, replacement of 16 sills refractory furnaces and replacement of 16 jamb's. The main objective
is to prevent the drastic reduction of life-span of furnace Coke Plant 1 and 2, because the evolution of
degradation, especially the channels of regenerators and subsoleiras. Start of operation in January 2015.
AVCB Santos: Adequacy of facilities necessary for the certification of Self-Inspection from the Firefighters of
the State of Sao Paulo in the areas of the Plant of Cubatão located within the municipality of Santos/SP, as
shown in State Decree no. 46,076 of 31 August 2001. Estimate start in the 2nd semester of 2015.
AF2 - Structural Repair of the Building of Granulation of Slag: Perform services for reinforcements and
reconstitution of structural building of slag from AF2 of the Plant of Cubatao. Estimate start in the 2nd
semester of 2016.
Converter 6 - Replacement of Housing: Replacing the converter housing 6 to: operational Continuity of
Steelworks; Maintenance of the productive capacity and peoples’ safety. Estimate start in the 2nd semester
of 2015.
Coke Plants 1 and 2 - Replacement of ducts and cleaning of firing system for COG: This project includes the
replacement of piping and valves of the system of gas alternative fuel that supplies Batteries 1, 2, 3, 4 and 5
and the unplugging of firing systems of same. Estimate start in the 2nd semester of 2015.
Exchange of askarel transformers Plant Cubatao (Step 1): Replacement and disposal of 80 PCB
transformers (askarel) at the Plant of Cubatao, 1ST batch, in compliance reached with the CETESB and
Public Prosecutor (TAC) and the State Law 12288 (SP). Estimate start in the 1st semester of 2015.
Exchange of askarel transformers Plant Cubatão ( 2ND Step): Replacement and disposal of 80 PCB
transformers (askarel) at the Plant of Cubatao, 2ND batch, in compliance reached with the CETESB and
Public Prosecutor (TAC) and the State Law 12288 (SP). Estimate start in the 1st semester of 2016.
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Future investments in the mills of Ipatinga and Cubatao are:

Major Repairs and Improvements to the Coke Plants plant of Cubatão.

Adequacy of the facilities of the plants to meet environmental standards.

Deployment of automation systems and industrial management (projects of productivity);

Projects of Sustaining the Plant of Ipatinga and Cubatão.

Plan of Improvements, Major Repairs and reforms in the area of the Blast Furnaces (Ipatinga and
Cubatão) aiming at extending the useful life-span of the furnaces.
Mineração
In the year of 2014 it was concluded the contruction of the ITM Flotation plant, installation of treatment of
ore, integral to the project of non-friable Mineração Usiminas, which will allow for the recovery of Pellet
Feed from natural recovery of dams and grinding course of existing ITMs.
Infrastructure Projects: projects of heightening of dams and projects associated with the logistics of disposal,
with the objective of bringing the current operation to new levels of production provided for with the beginning
of operation of the new plants of the friable Project.
Compact Design: development of conceptual engineering project that allows the use of the reserve of
minerals designated "compact ores". The action planned for the year 2015 is the consolidation of basic
engineering with the aim of adapting to the new scenario in the global market for iron ore.
ii. Sources of financing of investments
Usiminas has as a policy to diversify their funding sources and acquired long-term financing to meet its
needs and also the need Usiminas’ controlled companies. The Directors of the Company adopt a
conservative position to capture resources, hiring the loans and financing in advance in relation to the
planned investments for the following years. Among the main sources of financing, the highlights are the
operations with the private banks and public sector banks, capital markets, and fostering export agencies.
The main funders of the Company are the Banco do Brasil, the Japanese bank JBIC and the BNDES. The
main sources of funding are shown in item 10.1 (e).
iii. Relevant divestments in progress and planned divestitures
The Company continually assesses the strategic adequacy of its assets.
b) Provided it has been already disclosed, it indicates the purchase of plants, equipment, patents, or other
assets that should materially influence the productive capacity of the issuer
In the year 2014 there were no acquisitions of plants, equipment, patents, or other relevant assets that
should materially influence the productive capacity of the company.
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c) New products and services
i. Description of researches in progress that have been already released
The development of; steel with high resistance for the automotive industry, including steel cold-rolled and
coated steels, along with the development of its engineering application. Development of steel for
shipbuilding and offshore platforms and its engineering application. Development of special steel for large
diameter pipes for gas and oil pipelines. Support for the industrial Development of steel for ballistic purposes.
Development of engineering application steel for the civil construction industry. Development of steel coated
with zinc alloy with improved characteristics of resistance to atmospheric corrosion. Development of steel
with special metallic coating to adapt to heat and its application in engineering. Development of new
products hot dip galvanized. Development of new methods and experimental techniques aiming to support
both to the development of new products and its use by customers.
ii. Total amounts spent by the issuer in research for development of new products or services
In 2014, the Company invested approximately R$ 7.5 million in the research of activities listed above.
iii. Projects in development already disclosed
Usiminas consolidated its process of product development, establishing a central coordination for the
projects, which allowed a significant expansion of the portfolio of projects and a significant reduction in time
to launch a new product. With the new system, the involvement of senior management was included in the
steps of evaluation and selection of projects, aligning with the strategies of the Company, and mechanisms
were created to increase the degree of interaction with the target customers, providing a better service
according to their needs.
In 2014, the Company registered an increase of 22% in the sold amount of new steels compared to in 2013.
This result reflects the success of the strategy of Usiminas to seek the development of new products for a
market that is increasingly demanding, particularly of steels of high and ultra-high mechanical resistance,
using the new lines - Accelerated Cooling, Hot Strip Mill Plant at and with Hot-Dip Galvanizing (HDG). These
lines, which represent the most relevant investments carried out in recent years, have placed the Company
in the “state of the art” of the manufacture of these steels, contributing to the reduction in the need to import
these materials of greater technological content.
In the case of thick plates produced by Accelerated Cooling, it is worth mentioning the beginning of the
supply of steel API X65 application for sour service, in the offshore pipelines of “Pre-Salt”. With the
development of this steel, launched on the market in 2014, Usiminas joined the select group of steelmakers
in the world that offers training for the supply of steel resistant to acid environment, aiming to manufacture
tubes of large diameter pipes for use under strict conditions of deep waters. In addition, emphasis is placed
on the provision of structural steel for application in high pressure conditions, of quality P355M, also
launched in 2014, for the manufacture of penstocks of Belo Monte Power Plant.
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Regarding the products hot strip, stands out the supply of steel coils API X70, manufactured in new Mill Hot
Strip installed in Usiminas at Cubatão, one of the most modern in the world, aiming at the production of ERW
pipes for the Project GNEA (Brasileira Gasoducto Bolivia-Brasil del North-east Parts Argentine), which will
allow the transport of larger volumes of gas from Bolivia to Argentina. Also using the new Mill, the steel class
of “Complex Phase” is in the final phase of development of the class up to 800MPa resistance limit for the
automotive industry. It should also be emphasized, the approval in 2014, mainly by the automobile industry,
of a series of products of the new line of Stripping, installed in the plant of Cubatão, which allowed the
extension of the offer and the mix of Usiminas dimensional material stripped at hot, with thicknesses
between 1.5 and 6.5mm and widths between 600 and 1,800mm.
For products strips to cold, with and without coating, Usiminas has also focused on the development of
steels of greater mechanical resistance, especially to meet the demands of the automotive and auto parts.
The year 2014 consolidated the supply of the Dual Phase 1000 steel galvanized by heat, produced in the
new row with Hot-Dip Galvanizing and steel TRIP 800 electro-galvanized. These steels have good
characteristics of adapting and energy-absorbing impact in the case of a collision and are approved by major
automakers for application in safety parts. It should also be emphasized the development of HSLA steel500
galvanized, widely used in the manufacture vehicles and, also, in storage silos. In addition, to meet at the
same time the criteria of high mechanical strength and excellent conformability for application in the
manufacture of parts of more complex forms, we have in the final stages of development the steel for
conformation to heat with coating Zn-Fe and steel Dual Phase 1000 with characteristic of hole expansion.
10.11. Factors that influenced the relevant operational performance, and that were not identified or
commented on other items.
There are none.
11. Projections
The Company has the right to not provide the information relating to item 11 of Annex 24 of CVM Ruling No.
480/09 because it does not have the practice of disclosing operating and financial projections.
12. Annual shareholders’ meeting and management
12.1. Describe the management structure of issuer, as set forth in its articles of incorporation and bylaws, stating:
a) Attributions of each board and committee
The Company is managed by the Board of Directors, currently composed of 09 members (and their
respective deputy members), and the Executive Board, currently consisting of the Chief Executive Officer
and 4 Statutory Vice Chief Executive Officers. The Company management is further supported by
Committees set up by the Board of Directors. The attributions of each board are detailed below:
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Executive Board
The Executive Board is in charge of defining the Company’s primary organization, establishing the guidelines
for its executive officers and performing the acts necessary to meet the Company purposes, actively and
passively, in accordance legal or statutory provisions applicable. The Executive Board’s role is to guarantee
the high quality of products and services offered to Usiminas' customers, as well as its competitiveness,
promoting the social and economic and environmental sustainability of the regions where it operates. Its
members are elected by the Board of Directors for a term of office of 2 years, their reelection being
permitted. The Statutory Executive Board is divided as follows: Chief Executive Officer, Commercial Vice
Chief Executive Officer, Financial and Investor Relations Vice Chief Executive Officer, Industrial Vice
Executive Officer, Technology and Quality Vice Executive Officer, Vice Executive Officer of Subsidiaries and
Vice Executive Officer of Corporate Planning.
The Executive Board must, through voting by the majority of its members:
a) approve the Company’s primary organization and Internal Regulation; b) issue standards and regulations
to maintain the high quality of its services, meeting the provisions of these Articles of Incorporation and the
By-laws; c) keep general control over execution of its deliberations, and to assess the results of Company
activities; d) authorize, subject to the attributions of the Board of Directors in items (i) to (l) and (y) of article
13 above, all acts related to disposals, acquisitions or encumbering of the Company's property, plant and
equipment items, borrowings, financing and other financial obligations, granting of guarantees, entering into
contracts and realization of capital expenditures, including and especially acquisition, disposal, exchange
and lease of assets and real estate not in use in its plants; e) prepare, for submission to the Board of
Directors, annual and multiannual budgets, expansion and modernization projects and investment plans; f)
approve salary tables, staffing and compensation plans and staffing table; g) prepare the Annual
Management Report, the Financial Statements and other documents and submit them to the Board of
Directors, and further in the Annual Shareholders’ Meeting; h) propose to the Board of Directors opening,
transfer or closing of offices, branches, premises or other establishments in Brazil or abroad; and i) make
decisions on other matters not included in its members' respective responsibilities, or in the responsibilities of
the Annual Shareholders’ Meeting or of the Board of Directors.
Board of Directors
The Company’s Board of Directors is in charge of setting the Company business general guidelines and
deciding on strategic matters. The Company ensures to its employees the right to take a seat in the Board of
Directors under its Bylaws.
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The assignments of the Board of Directors are the following: a) elect and depose members of the Executive
Board, and set their assignments under these Articles of Incorporation; b) inspect the executive officers’
management, examine, at any time, the Company’s books and papers, and request information on contracts
and acts involving or that could involve the Company; c) resolve on convening the Annual Shareholders
Meeting, under the law; d) give opinion on the Management Report and the Executive Board accounts; e) set
the general guidelines of the Company business, establishing the Executive Board key guidelines, including
as regards the technical aspects of production, selling, personnel and financial management, and expansion,
as well as assure strict compliance therewith; f) set the criteria to control the Company’s business
performance; g) approve annual and multiannual budgets, expansion projects and investment programs, as
well as follow up on their execution and performance; h) approve the Company’s administrative structure and
establish its salary policy; i) authorize acquisition or disposal by the Company of interest in other companies,
regardless of the transaction amount, as well as guide Usiminas representatives while voting in annual
shareholders meetings and meetings of the relevant bodies of the companies in which the Company holds
interest, as regards (i) disposal or encumbering of property, plant and equipment items of companies in
which the Company holds interest, whose book value exceeds R$ 50,000,000.00 (fifty million reais), either
through a single transaction or a series of combined or related transactions, (ii) investments to be made by
the Company in which it holds an estimated interest exceeding R$ 50,000,000.00 (fifty million reais), either
through a single transaction or a series of combined or related transactions, (iii) loans and financing
transactions of the company in which the Company holds interest exceeding R$ 50,000,000.00 (fifty million
reais), either through a single transaction or a series of combined or related transactions, (iv) merger,
takeover or acquisition operations and other types of corporate reorganization involving the company in
which the Company holds interest, regardless of their respective amounts; j) subject to item (k) of this article
13 from Company’s Bylaws, approve disposal or encumbering of property, plant and equipment items,
acquisition of property, plant and equipment items, taking of loans, financing and other financial obligations,
granting of guarantees and entering into any contracts, whenever the amount of the assets disposed of,
encumbered or acquired, of loans, financing and other financial obligations taken, of guarantees granted or
of contracts entered into exceeds R$ 50,000,000.00 (fifty million reais), either through a single transaction or
a series of combined or related transactions; k) approve taking or granting of loans or financing, granting of
guarantees or approval of any act resulting in increase in the Company’s indebtedness, in an amount
exceeding 2/3 (two thirds) of the Company’s equity; l) authorize any investment or capital expenditure in a
projected amount exceeding R$ 50,000,000.00 (fifty million reais), either through a single transaction or a
series of combined or related transactions, as well as differences above 10% (ten percent) of the amount
initially authorized by the Board of Directors; m) authorize participation in consortiums of any nature and
enter into contracts involving a comprehensive strategic alliance; n) authorize negotiation by the Company of
shares issued by it; o) authorize issue of nonconvertible unsecured debentures, as well as decide on
opportunities to issue debentures, their subscription and placement manner, their type and time and interest
payment conditions, profit sharing and debentures reimbursement premium, if any, and on time and
conditions of their maturity, amortization and redemption, upon assignment by the Annual Shareholders’
Meeting; p) set terms and conditions to issue and place commercial papers and other marketable securities,
whose issue is not under the exclusive discretion of the Annual Shareholders’ Meeting, provided that (i) such
papers and securities are intended for primary or secondary public distribution, or (ii) are convertible or grant
right to acquire or subscribe shares issued by the Company; q) approve the internal audit plan; r) approve
appointment of the person in charge of the Internal Audit by the Executive Board, and such person must be
an employee of Company, lawfully certified, and liaised with the Chairman of the Board of Directors; s)
choose and dismiss independent auditors, as well as authorize their engagement for any other services not
directly related to audit; t) establish tax incentive application policy; u) authorize opening, transfer or closing
of offices, branches, premises or other establishments of the Company; v) approve the appointment of the
general secretary, who must be a Company employee proposed by the Executive Board; x) resolve on
distribution of dividends in the net income account in the annual or interim balance sheet and/or interest on
equity, for approval by the Annual Shareholders’ Meeting; y) approve any business or operation involving the
Company or its subsidiaries on one hand and Related Parties on the other hand; z) decide on the creation,
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modification and/or termination of benefit plans that may affect the actuarial calculation of Previdência
Usiminas (the new corporate name of Caixa dos Empregados da Usiminas); aa) approve the preparation
and amendment of the Material Information Disclosure Policy, Securities Trading policy for securities issued
by the Company, Financial Policy, Code of Conduct of the Company; and bb) approve By-laws on
operational matters not provided for by the Articles of Incorporation.
The Board of Directors is regulated by an Internal Regulation.
Committees of the Board of Directors:
Currently, the Company’s Board of Directors has twocommittees; namely Audit and Human Resources
committees whose purpose is to support, guide and assist decision making by the Board as regards specific
matters. Each committee has an Internal Regulation approved by the Board of Directors, which determines
its rules, responsibilities and assignments.
The scope and responsibilities of each committee are the following:
Audit Committee: a) Verify whether the Company has an adequate set of internal controls to manage risks of
processes, by analyzing existing controls, and conveying its conclusions and recommendations to the Board
of Directors; b) Follow up on action plans proposed by the Internal Audit and approved by Management, by
monitoring implementation of actions deemed material, assessing their effectiveness, and reporting its
conclusions and recommendations to the Board of Directors; c) Compare the Company’s accounting
practices with those of other companies operating in the same industry, and recommend to the Board of
Directors the implementation of any adjustments and improvements; d) Within timing compatible with the
budget process, assess the Audit Plan and the Internal Audit budget for the following year, and convey its
conclusions and recommendations to the Board of Directors; e) Take part in the selection process for
engagement of Independent Auditors, submitting its conclusions to the Board; f) Analyze and review the
Quarterly Financial Information (ITR) and the Standardized Financial Statements (DFP) prior to their
publication, and present its conclusions and recommendations to the Board; and g) Review the Company’s
procedures for analysis of questionings and internal and external whistleblowing as regards compliance with
legal, ethical or corporate governance rules; and formally monitor the actions taken by the Company to
address significant questionings and whistleblowing issues, submitting its conclusions and recommendations
to the Board of Directors.
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Human Resources Committee: a) Assist the Board in analyzing policies, structures and practices related to
compensation of executive officers adopted by domestic and foreign companies, of size and industries
similar to the Company’s; b) Examine, discuss and prepare recommendations to the Board of Directors as
regards policies on direct and indirect compensation of the Company management members; c) Analyze
organizational structure proposals submitted by management, when such proposals imply the creation
and/or elimination of positions in the Executive Board and/or significantly affect cost of labor, and submit
such conclusions to the Board of Directors; d) Follow up on the overall development of the Company's
executive officers career and the succession plan proposed by management, and submit its observations to
the Board of Directors; and e) Monitor the performance of occupational health and safety indices of the
Company, compare them to the indices of similar domestic and foreign companies, and convey its
conclusion and recommendations to the Board of Directors.
In addition to the above-mentioned Committees, the Company maintains a number of multi-sectorial
committees, with specific agendas, which are responsible for studying strategic themes and assisting
decision making by the Executive Board, besides promoting cross-sector synergy. These committees are the
following: Strategy and Investment; Human Resources, Supplies; Innovation; Information Technology;
Financial and Tax; Reporting,Compliance and Ethics.
Strategy and Investment Committee: the Strategy and Investment Committee`s function is to advise the
Company`s Executive Board in the definition of the strategy and investment policy and guidelines with a view
to optimizing the allocation of Usiminas` capital according to established corporate goals. Its duties are: a) to
analyze and recommend the medium and long-term strategy and the investments of the Usiminas
Companies ; b) to investigate and inform of arrears and deviations of existing investments; c) to inform and
comment on the “post-audits” of concluded investments; d) to establish the strategic planning and
investment premises.
Financial and Tax Committee: The Committee assignments are: a) examine, discuss and prepare
recommendations as regards the Company’s Financial and Tax policy, including, but not limited to,
investments and financial transactions, capital markets, short-term investments, raising and management of
cash and financial risks; b) follow up on implementation of the financial policy approved by the Board of
Directors, in order to assure that such policy is complied with; c) periodically assess the results of the
financial policy implemented by the Company, and recommend revision of such policy, as the case may be,
in order to assure that the defined objectives are met; and b) give support within its specific scope and in
accordance with the requests made by it.
Compliance Committee: The Compliance Committee is engaged in analyzing and resolving on all
whistleblower issues received through Canal Aberto (Open Channel) that might expose acts of fraud,
corruption, bribery, harassment etc. in Usiminas companies.
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Supplies Committee: The assignments of the Supplies Committee are: a) determine the Purchase policies
and procedures for the entire Usiminas group; b) determine the supplies strategy; c) monitor the supplies
performance; d) assist and monitor the implementation of initiatives related to supplies strategy; and e)
determine actions to mitigate supplies-related risks, jointly with the Financial, Risks and Credit Committee.
Innovation Committee: this committee`s function is to advise the Company`s Executive Board on policy and
guidelines for innovation strategies. Its duties are the: a) validation of the innovation action plan and budget;
b) definition of financial resources by project; c) make or buy decisions regarding technology; d) definition of
industrial property objectives; e) consultancy in the definition of innovation metrics; f) approval of the list of
potential strategic refined innovation topics; g) definition in balancing projects, considering the current
portfolio; h) definition of the scale-up of new products; i) approval of the launch of new products and price
recommendations; j) definition of the person responsible for each project to be developed, from among the
Innovation Committee members; k) validation of adjustments in the portfolio and flow chart of projects; l)
validation of portfolio balancing adjustments; m) general coordination of negotiations with partners.
Information Technology Committee: The assignments of the Information Technology Committee are: a)
determine the IT strategy and policy; b) assess investments; c) assist and monitor implementation of
initiatives related to the Information Technology strategy; d) determine actions to mitigate Information
Technology-related risks jointly with the risks committee.
Reporting Committee: Usiminas' relationship with its external stakeholders is supported by a Reporting
Committee created in 2011, having representatives of the following areas: Legal, Internal Audit, Accounting,
Corporate Governance, Investor Relations and Corporate Communications area. The Committee’s key
assignments are: Review all information on the Company and its subsidiaries disclosed to third parties, such
as pre ss, Brazilian Securities and Exchange Commission (CVM), São Paulo Securities, Commodities &
Futures Exchange (BM&FBOVESPA) and other regulatory bodies, especially the Reference Form, Annual
Report, Press Releases, Earnings Releases, Material News Releases and Communications to the Market.
Ethics Committee: Formed by representatives of multidisciplinary areas of Usiminas. Its function is to ensure
compliance with the Conduct Code of the Company, and keep it updated. It is also responsibility of the
committee to manifest any question, suggestions or issues related to this form.
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Supervisory Board
The Supervisory Board is a permanent board and its primary assignments are, subject to the legal
provisions, to supervise the acts of management members, examine and give an opinion on the financial
statements for the year and report its conclusions to the Company shareholders.
b) Date of setting up of supervisory board, if not a permanent board, and of committees
The Supervisory Board is a permanent board, under item 12.1(a) above.
The Audit and Human Resources Committees were set up on May 9, 2007.
The other committees were set up on the dates below:
. Strategy and Investments, on April 29, 2009
. Supplies, on November 9, 2009
. Innovation, on November 09, 2009
. Information Technology, on November 9, 2009
. Financial and Tax, on July 10, 2009
. Compliance, on June 29, 2009
. Reporting, on September 11, 2011
. Ethics committee, on February 22, 2011
c) Performance assessment criteria for each body or committee
Based on its Human Resources Committee’s recommendations, the Board of Directors reviews the set of
indicators and goals on an annual basis, in order to adjust them to the market practices, the global economic
scenario, the interests of shareholders, and also for the purpose of encouraging the Company's sustainable
performance in the long term.
d) Executive board members, their assignments and individual powers
The Chief Executive Officer is individually responsible for: a) chairing the Executive Board meetings, wherein
he will have the casting vote, in addition to his normal vote; b) representing the Company in acts requiring
individual representation, in or out of court, being entitled to assign another executive officer for the function;
c) coordinating and guiding the activities of all other executive board members, in their respective areas; d)
assign to any executive officer special activities and tasks, regardless of those normally assigned to them; e)
monitor the implementation of the resolutions made by the Board of Directors and the Executive Board.
The other members of the Executive Board are responsible for: fulfilling the assignments that the Law, the
Articles of Incorporation and the Board of Directors give them, in order to perform the acts necessary for the
Company’s normal operations, guiding and supervising the specific activities under their responsibility,
executing specific tasks assigned to them by the Chief Executive Officer.
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e) Performance assessment criteria for members of the board of directors, committees and the executive
board
The performance of the Executive Board members of Usiminas is assessed on an annual basis by the
Company Board of Directors, with support from its Human Resources Committee. On that occasion, the
Board assesses whether the quality indicators of the statutory executive board members were met, as well
as whether global and individual goals were met. The members of the committees and the Board of Directors
are not assessed.
12.2. Describe rules, policies and practices related to annual shareholders’ meetings, detailing:
a) Convening periods
The Company adopts the convening periods for shareholders meetings set forth by the corporation law. The
Corporation Law requires that all annual shareholders’ meetings be convened upon three publications in the
Federal Official Gazette or the Official Gazette of the State where the Company’s head office is located, and
in another largely circulated newspaper, edited in the Company head office. The publications are currently
made in the Official Gazette of Minas Gerais State, the official communications medium of Minas Gerais
State, and in the newspaper Jornal Estado de Minas, the first convening being made within at least 15 days
from the shareholders’ meeting, and the second convening made eight days prior to the meeting, as the
case may be. Nonetheless, CVM may, in certain circumstances, determine that the first convening for
annual shareholders’ meetings be made in up to 30 days prior to the date when the documents referring to
the matters to be resolved are made available to shareholders.
b) Scope
The Company does not adopt differentiated practices or policies referring to the Annual Shareholders’
Meeting set forth by the corporation law.
c) Addresses (physical or electronic) where the documents related to the annual shareholders’ meeting will
be available to shareholders for analysis
Electronic: www.cvm.gov.br, www.bmfbovespa.com.br, www.usiminas.com.
Physical: The Company’s head office at Rua Prof. José Vieira de Mendonça 3011, in Belo Horizonte, Capital
City of Minas Gerais State.
d) Identification and management of conflicts of interest
In addition to the general rules stipulated in the corporation law, the Company’s Articles of Incorporation
provide for in their article 13, item "y", that the Board of Directors is responsible for approving any business
or operation involving, on one hand, the Company and its subsidiaries and, on the other hand, Related
Parties, pursuant to the definition given in the first paragraph of the referred to article. In addition, item “vii” of
article 3 of the Board of Directors Internal Regulation provides that the Board of Directors must establish,
within its scope, the overall guidelines of the Company’s business and decide on strategic matters, with a
view of preventing and managing situations of conflict of interest or of diverging opinions, in a manner
whereby the Company interests prevail at all times. Any conflicts of interest must be previously and formally
stated, and the shareholder presenting the conflict must participate, discuss and vote the respective matter,
in accordance with the Brazilian law. The nature and extension of the conflict of interest must be recorded in
the meeting minutes
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e) Request of power of attorneys by management for direct voting
The Company does not adopt differentiated practices and policies referring to request of power of attorneys
by management for direct voting, other than those stipulated in the corporation law.
f) Formalities required for acceptance of power of attorneys granted by shareholders, stating whether the
issuer accepts power of attorneys granted by shareholders via electronic means.
The Company does not adopt differentiated practices and policies referring to formalities for acceptance of
power of attorneys stipulated in the corporation law. As provided for by Law 6404/76, any shareholder may
be represented in the Annual Shareholders’ Meeting by a proxy appointed less than 1 year before, who must
be a shareholder, Company management member, attorney, financial institution or manager of investment
funds representing the fund members. The Company requests that the shareholders represented by a proxy
send a power of attorney 48 hours prior to the Annual Shareholders’ Meeting, so that such representation
authenticity may be verified. The Company does not accept power of attorneys granted by electronic means.
g) Maintenance of forums and pages on the worldwide web intended for receiving and sharing comments
from the shareholders about the meeting agendas.
The Company does not maintain forums on the Internet intended for receiving and sharing comments about
meeting agendas.
h) Live transmission of the video and/or audio of meetings
The Company does not have mechanisms for live transmission of video and/or audio of meetings.
i) Mechanisms to allow including shareholders’ proposals in the agenda
There are no specific mechanisms to allow including shareholders’ proposals in the agenda. The Company
may meet such requests, if applicable, on a case-by-case basis.
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12.3. In a table format, list the dates and newspaper publishing:
Fiscal year
Publishing
Newspaper – State of Brazil
12/31/2014
Financial statements
Official Gazette of the State of Minas Gerais - MG
03/24/2015
Estado de Minas - MG
03/24/2015
Announcement to the shareholders about the Official Gazette of the State of Minas Gerais - MG
publication of the financial statements
Call for the annual shareholders meeting which Official Gazette of the State of Minas Gerais - MG
analyzed the financial statements
Date
Waived
Waived
03/28/2015
04/10/2015
04/17/2015
03/28/2015
04/10/2015
04/17/2015
Minutes of the annual shareholders’ meeting
which analyzed the financial statements
Pending
publication
Pending
publication
Fiscal year
Publishing
12/31/2013
Official Gazette of the State of Minas Gerais – MG
03/22/2014
Estado de Minas – MG
03/24/2014
Announcement to the shareholders about the Official Gazette of the State of Minas Gerais – MG
publication of the financial statements
Call for the annual shareholders meeting which Official Gazette of the State of Minas Gerais – MG
Date
Waived
Waived
04/09/2014
04/10/2014
04/11/2014
04/09/2014
04/10/2014
04/11/2014
Minutes of the annual shareholders’ meeting
Official Gazette of the State of Minas Gerais – MG
Pending
publication
Pending
publication
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Fiscal year
Publishing
12/31/2012
03/14/2013
03/14/2013
Notice to the shareholders on financial statements Official Gazette of the State of Minas Gerais - MG
made available
Call for the annual shareholders’ meeting which Official Gazette of the State of Minas Gerais - MG
Date
Waived
Waived
03/28/2013
04/02/2013
04/04/2013
03/28/2013
04/02/2013
04/04/2013
Minutes of the annual shareholders’ meeting Official Gazette of the State of Minas Gerais - MG
03/26/2013
03/26/2013
12.4. Describe the rules, policies and practices regarding the board of directors:
a) Frequency of the meetings
The Company’s board of directors ordinarily meets four times a year, following the previously set calendar
and extraordinarily whenever deemed necessary to discuss the corporate interests.
b) If any, the provisions in the shareholders’ agreement setting forth restriction or link with the exercise of the
voting rights by the board members.
The votes cast by the members of the Board of Directors appointed by the controlling shareholders are
linked with the procedure described in item 15.5. of this Reference Form.
c) Rules on identification and management of conflicts of interests
The Board of Directors bylaws establish, among other obligations, that a particular interest or an interest
conflicting with that of the Company shall be previously and formally declared. In this case, the member of
the Board shall abstain from participating, discussing and voting in the respective meeting, and the nature
and extent of the conflict shall be recorded in the minutes.
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12.5. If any, describe the arbitration clause included in the bylaws for settlement of disputes among
shareholders and between these and the issuing Company through arbitration:
Not applicable. No arbitration clause has been included in the bylaws for settlement of disputes among
shareholders and between these and the Company through arbitration.
12.6. In relation to each officer and members of the supervisory board of the issuing company,
indicate the following in a table format:
1)
Board of Directors - Full Members
a. name
Eiji Hashimoto
b. age
59 years of age
c. profession
Businessman
d. CPF or passport number
236.445.668-10
e. elected office held
Member of the Board of Directors
f. date of election
April 06, 2015
g. date of inauguration
April 06, 2015
h. term of office
Up to the annual shareholders’ meeting of 2016
i. other positions or jobs held at the appointing company
Holds no other position or job at the Company
j. elected by a controlling shareholder?
Yes
a. name
Fumihiko Wada
b. age
67 years of age
c. profession
Businessman
TK4179689
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Yes
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a. name
Paulo Penido Pinto Marques
b. age
57 years of age
c. profession
Engineer
269.139.176-00
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Financial Committee and Humam Resouces Committee Member
Yes
a. name
Rita Rebelo Horta de Assis Fonseca
b. age
45 years of age
c. profession
Economist
790.197.496-68
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Up to the annual shareholders meeting of 2016
Full member of the Human Resources Committee
Yes
a. name
Elias de Matos Brito
b. age
49 years of age
c. profession
Accountant
816.669.777-72
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Yes
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a. name
Daniel Agustín Novegil
b. age
62 years of age
c. profession
Industrial Engineer
10330160N
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Yes
a. name
Roberto Caiuby Vidigal
b. age
70 years of age
c. profession
Business Administrator
007.763.518-34
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Yes
a. name
José Oscar Costa de Andrade
b. age
68 years of age
c. profession
Metallurgical Engineer
097.284.656/53
f. date of election
April 25, 2015
April 25, 2015
h. term of office
Yes (nominated by controlling shareholder and elected in
accordance with the Company’s articles of incorporation )
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a. name
Marcelo Gasparino da Silva
b. age
44 years of age
c. profession
Lawyer
807.383.469-34
f. date of election
April 25, 2015
April 25, 2015
h. term of office
Chairman of the Board of Directors
No
a. name
Lirio Albino Parisotto
b. age
51 years of age
c. profession
Doctor
057.653.581-87
Member of the Board of Directors (Election suspended due to a
legal decision)
f. date of election
April 06, 2015
April 06, 2015
h. term of office
No
2)
Board of Directors - Deputy Members
a. name
Takaaki Hirose
b. age
53 years of age
c. profession
Economist
236.895.678-66
Deputy Member of the Board of Directors
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Audit Committee coordinator
Yes
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a. name
Hirohiko Maeke
b. age
57 years of age
c. profession
Lawyer
TK0437339
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Yes
a. name
Yoichi Furuta
b. age
56 years of age
c. profession
Businessman
TH6520391
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Yes
a. name
Gileno Antônio de Oliveira
b. age
54 years of age
c. profession
Engineer
441.159.206-10
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Industrial Engineering General Manager
Yes
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a. name
Pablo Daniel Brizzio
b. age
45 years of age
c. profession
Industrial Engineer
AAB751477
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Yes
a. name
Mario Giuseppe Antonio Galli
b. age
63 years of age
c. profession
Major in Philosophy
835.771.675-91
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Yes
a. name
Oscar Montero Martinez
b. age
54 years of age
c. profession
Industrial Engineer
14.126.591
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Yes
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a. name
Chrysantho de Miranda Sá Junior
b. age
61 years of age
c. profession
Electrical Engineer (electronics option)
272.337.906-04
f. date of election
April 06, 2015
April 06, 2015
h. term of office
Yes (nominated by controlling shareholder and elected in
accordance with the Company’s articles of incorporation)
a. name
Mauro Gentile Rodrigues da Cunha
b. age
43 years of age
c. profession
Consultor
004.275.077-66
Deputy Member of the Board of Directors (Election suspended due
to a legal decision)
f. date of election
April 06, 2015
April 06, 2015
h. term of office
No
3)
Supervisory Board - Members
a. name
Masato Ninomiya
b. age
66 years of age
c. profession
Lawyer
806.096.277-91
Member of the Supervisory Board
f. date of election
April 28, 2015
April 28, 2015
h. term of office
Yes
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a. name
Lúcio de Lima Pires
b. age
44 years of age
c. profession
Accountant
812.099.596-15
f. date of election
April 28, 2015
April 28, 2015
h. term of office
Yes
a. name
Paulo Frank Coelho da Rocha
b. age
44 years of age
c. profession
Lawyer
151.450.238-04
f. date of election
April 28, 2015
April 28, 2015
h. term of office
Yes
a. name
Domenica Eisenstein Noronha
b. age
38 years of age
c. profession
Economist
090.448.297-93
f. date of election
April 28, 2015
April 28, 2015
h. term of office
No
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a. name
Julio Sergio de Souza Cardozo
b. age
-
c. profession
Accountant and Business Administrator
005.985.267-49
Full Member of the Supervisory Board
f. date of election
April 28, 2015
April 28, 2015
h. term of office
Up to the annual shareholders meeting of 2016
No
4)
Supervisory Board - Deputy Members
a. name
Aurea Christine Tanaka
b. age
42 years of age
c. profession
Lawyer
181.789.838-85
Deputy Member of the Supervisory Board
f. date of election
April 28, 2015
April 28, 2015
h. term of office
Yes
a. name
Ely Tadeu Parente da Silva
b. age
46 years of age
c. profession
Accountant
587.729.016-91
f. date of election
April 28, 2015
April 28, 2015
h. term of office
Yes
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a. name
Mário Roberto Villanova Nogueira
b. age
52 years of age
c. profession
Lawyer
112.981.928-03
f. date of election
April 28, 2015
April 28, 2015
h. term of office
Yes
a. name
Wanderley Rezende de Souza
b. age
53 years of age
c. profession
Bank Clerk and Economist
634.466.267-00
f. date of election
April 28, 2015
April 28, 2015
h. term of office
Yes
a. name
Peter Edward Cortes Marsden Wilson
b. age
-
c. profession
168.126.648-20
f. date of election
April 28, 2015
April 28, 2015
h. term of office
No
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5)
Executive Board
The Board of Directors of the Company has not yet decided on the composition of the Executive Board to
serve until the annual shareholders meeting of 2016. The mandate of the current members is, thus,
extended to the realization of such determination, as determined by art. 150, § 4, of Law 6.404/76.
a. name
b. age
63 years of age
c. profession
Metallurgical Engineer
222.313.666-49
Chief Executive Officer and IT and Quality Vice Chief Executive
Officer
f. date of election
September 25, 2014
September 25, 2014
h. term of office
Up until the next election meeting of the Board of Directors
No
a. name
Ronald Seckelmann
b. age
59 years of age
c. profession
894.486.428-49
Finance and Investors’ Relations Vice Chief Executive Officer
f. date of election
September 25, 2014
September 25, 2014
h. term of office
Up until the next election meeting of the Board of Directors
No
a. name
Sergio Leite de Andrade
b. age
60 years of age
c. profession
Engineer
233.336.777-68
Sales Vice Chief Executive Officer
f. date of election
May 07, 2014
May 07, 2014
h. term of office
Holds no other position or job at the Company.
No
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a. name
Nobuhiko Takamatsu
b. age
59 years of age
c. profession
Engineer
019.591.006-02
Corporate Planning Vice Chief Executive Officer
f. date of election
August 28, 2014
August 28, 2014
h. term of office
Up to the next election of the members of the Executive Board.
Finance Committee and Tax Committee Member
Yes
a. name
Tulio Cesar do Couto Chipoletti
b. age
57 years of age
c. profession
Industrial Engineer
920.859.118-20
Industrial Vice Chief Executive Officer
f. date of election
October 24, 2014
October 24, 2014
h. term of office
Up to the next election of the members of the Executive Board.
Holds no other position or job at the Company.
Yes
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12.7. Provide the information mentioned in item 12.6 about the members of the statutory committees, as well as of the audit, risk, financial and
remuneration committees, even if such committees or structures are not statutory.
Audit Committee:
Name
Age
Profession
CPF or passport
number
Elected office
held
Date
election
Takaaki Hirose
53 years of age
Economist
236.895.678-66
Coordinator
57 years of age
Engineer
269.139.176-00
48 years of age
Accountant
36 years of age
Industrial
Engineer
Paulo Penido
Marques
Claudio
Gugliuzza
of
Date
of
inauguration
Term of office
Other positions or jobs held at the
appointing company
June 13, 2014
June 13, 2014
Up to the annual shareholders
meeting of 2016
Full Member
June 13, 2014
June 13, 2014
meeting of 2016
Full Member
Committee.
-
Full Member
June 13, 2014
June 13, 2014
meeting of 2016
Holds no other position or job at the
Company
021.962.346-56
Full Member
June 13, 2014
June 13, 2014
meeting of 2016
Full Member
Committee
Date
of
inauguration
Term of office
Other positions or jobs held at the
appointing company
Pinto
Gabriel
Horacio Auterio
of
of
Human
Resources
Human
Resources
Human Resources Committee:
Name
Age
Profession
CPF or passport
number
Elected office
held
Date
election
Rodrigo Piña
42 years of age
Industrial
Engineer
-
Coordinator
June 13, 2014
June 13, 2014
meeting of 2016
Company
Horacio Auterio
36 years of age
Industrial
Engineer
021.962.346-56
Full Member
June 13, 2014
June 13, 2014
meeting of 2016
Full Member of Audit Committee
Tatsuya Miyahara
51 years of age
Teacher
052.352.117-07
Full Member
June 13, 2014
June 13, 2014
meeting of 2016
Company
57 years of age
Engineer
269.139.176-00
Full Member
June 13, 2014
June 13, 2014
meeting of 2016
Full Member of Audit Committee.
45 years of age
Economist
790.197.496-68
Full Member
June 13, 2014
June 13, 2014
meeting of 2016
Full Member of the Board of Directors
Paulo Penido
Marques
of
Pinto
Rita Rebelo Horta de
Assis Fonseca
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Financial Committee:
Other positions or jobs
held at the appointing
company
Elected by a
controlling
shareholder?
Indefinite
Chief Executive Officer and
IT and Quality Vice Chief
Executive Officer
No
October 29, 2013
Indefinite
Finance
and
Investor
Relations
Vice
Chief
Executive Officer
No
CPF or passport
number
Elected office held
Date of election
Date
inauguration
of Term
office
September 25, 2014
September 25, 2014
October 29, 2013
of
Name
Age
Profession
63 years of age
Metallurgical
Engineer
222.313.666-49
Full Member
Ronald Seckelmann
59 years of age
Manager
894.486.428-49
Full Member
Coordinator
Eduardo Moreira Pereira
48 years of age
Manager
690.752.556-91
Full Member
October 29, 2013
October 29, 2013
Indefinite
Finance Supervisor
No
Nobuhiko Takamatsu
59 years of age
Engineer
019.591.006-02
Full Member
August 28, 2014
August 28, 2014
Indefinite
Corporate Planning Vice
Chief Executive Officer
No
Marcelo Hector Barreiro
45 years of age
Economist
227.374.438-22
Full Member
October 29, 2013
October 29, 2013
Indefinite
Chief Controller
No
Shigekazu Iwamoto
45 years of age
Manager
018.195.466-40
Full Member
October 29, 2013
October 29, 2013
Indefinite
Financial Specialist
No
and
We found no formal document evidencing the inauguration of members of this committee; therefore, the Company considers the date of election for this
purpose.
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12.8. Information on Board of Directors, Executive Board and Supervisory Board members:
a) Resumes
Board of Directors - Full Members
Eiji Hashimoto. He has a Bachelor’s Degree from the Graduate School of Commerce and Management of
Hitotsubashi University, Tokyo, Japan. He worked at Nippon Steel & Sumitomo Metal Corporation as
Manager and Group Manager of Flat Products, General Manager of Marketing Global, Director of the
Department of Boards and Structures. Currently, he is Executive Director of Nippon Steel & Sumitomo Metal
Corporation and a member of the Company’s Board of Directors.
Fumihiko Wada. He has a Bachelor’s Degree in Business Administration from the Keio University of Japan.
At Japan Bank for International Cooperation, he was Director-General, Director-General of the Department
of Loans V, Treasurer and Controller, Director-General of Human Resources, Full Executive Director of the
Americas; at Marubeni Corporation, he was Senior Vice CEO, Senior Corporate Executive of the Regional
Department of Strategy and Coordination, Chairman of the Environment Business Promotion Committee,
Corporate Advisor; Corporate Advisor of Nippon Steel & Sumitomo Metal Corporation and Nippon Usiminas
Co. Ltd.; CEO of Nippon Usiminas Co. Ltda. Currently, he is a member of the Company’s Board of Directors.
Paulo Penido Pinto Marques. He has a Bachelor’s Degree in Electrical Engineering from the Minas Gerais
Federal University (UFMG). He is currently a member of the Company’s Board of Directors, of which he was
the Chairman. He was Finance and Investor Relations Officer of Embraer; Finance, Investor Relations and
Administration Officer of Companhia Siderúrgica Nacional (CSN); Finance, Investor Relations and
Information Technology Vice CEO of Usiminas; Vice President and Director of Financing and Credit at JP
Morgan (Morgan Guaranty Trust Co. of New York); Corporate and Financial Institutions Director of
BankBoston; Investment Director, Vice President and Director of Financial Institutions and Transaction
Services, Vice President and Senior Trader at Citibank. He as also Chairman of the Board of Directors of
Transnordestina Logística; Chairman of the Board of Directors of Ita Energética and member of the Board of
Directors of MRS Logística S.A.
Rita Rebelo Horta de Assis Fonseca. She has an Executive MBA in Finance from the IBMEC Business
School, Specialization in Financial Management from the Dom Cabral Foundation and Bachelor’s Degree in
Economic Sciences from PUC/MG. She was Investment Planning and Analysis Supervisor, Economicfinancial Planning Analyst and Cost and Budget Analyst at Usiminas. Currently, she is CEO of Previdência
Usiminas, an entity that is part of the Company’s controlling group, and a member of the Company’s Board
of Directors.
Elias de Matos Brito. He has a Bachelor’s Degree in accounting from Morais Júnior Accounting and
Adminstration University (Brazilian Institute of Accounting) – Rio de Janeiro, specialization in financial market
by Estácio de Sá University. Currently, he is a court expert in the law court of the State of Rio de Janeiro and
partner of the Exato Assessoria Contábil Ltda. He worked as liquidator of the Banco do Estado do Rio de
Janeiro S.A.. He is currently a member of the Supervisory Board of Brookfield Incorporações S.A.,
Companhia de Seguros Aliança da Bahia, HRT Participações em Petróleo S. A., e PROFARMA S. A. and a
member of the Usiminas` Board of Directors.
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Daniel Agustín Novegil. He has a Bachelor’s Degree in Industrial Engineering from the University of Buenos
Aires and a Master’s Degree in Administrative Science from the Stanford University. In 1978, he worked at
Propulsora Siderúrgica S.A. (a company of the Techint Group) and was appointed Director-General of the
Company in 1991. In 1993, after a merger between Propulsora and Somisa, he was appointed Executive
Director of Siderar. In 1998, after acquisition of Sidor in Venezuela, he was appointed Chairman of the Board
of Directors and CEO of Sidor. In March 2003, he was appointed Flat and Long Steel Vice CEO of Techint
and had corporate liabilities with Sidor and Siderar. He has been a member of the Board of Directors and
CEO of Ternium S.A. since 2005. He has been Chairman of the Board of Directors of Siderar since May
2005 and is also Chairman of the Board of Directors of Ternium México, S.A. de C.V., a company resulting
from a merger between Hylsamex S.A. de C.V. and Grupo IMSA S.A. de C.V., and equity interest thereof
was fully acquired by Ternium in 2005 and 2007, respectively. He is a member of the Board of Directors of
Ternium Brasil S.A. He is a member of the Executive Committee of the Latin American Iron and Steel
Institute (ALACERO) and Chairman of the worldsteel Economics Committee. Currently, he is a member of
the Company’s Board of Directors.
Roberto Caiuby Vidigal. He has a Bachelor’s Degree in Business Administration from the São Luis School of
Economics - SP. He attended the Advanced Management Program of the Institut Européen D’Administration
(Insead), Fontanebleau, France. He was CEO of the Confab Group, CEO of Techint Engenharia e
Construção, Chairman of ‘Capítulo Brasileiro’ (Brazilian Chapter) of the Latin American Corporate Board
(CEAL), CEO of the Asociación Latinoamericana de Industrias y Bienes de Capital (ALABIC), CEO of the
Brazilian Association for the Development of Basic Industries (ABDIB), Chairman of the Board of Governors
of the Energy and Nuclear Research Institute (IPEN), Vice CEO of Centro das Indústrias do Estado de São
Paulo (CIESP), member of the Advisory Board of Banco Finasa de Investimentos S.A., member of the Board
of Directors of Refripar S.A., CEO of CGU Companhia de Seguros, member of the Board of Directors of
Algar S.A. and CEO of Instituto Liberal de São Paulo. Currently, he is Chairman of the Board of Directors of
Confab Industrial S.A., Chairman of the Board of Directors of Techint Engenharia e Construção S.A.,
member of the Board of Directors of San Faustin S.A., member of the Board of Directors of Air Liquide do
Brasil, Chairman of the Advisory Board of S.A. O Estado de São Paulo, Chairman of the Advisory Board of
OESP Gráfica S.A., member of the Executive Board of SIAT S.A. (Argentina), Chairman of the Advisory
Board of Scania Latin America Ltda., member of the Strategy Board of Federação das Indústrias do Estado
de São Paulo (FIESP), Chairman of the Board of Directors and CEO of Ternium Brasil S.A., CEO of
Siderúrgica do Norte Fluminense S.A. (SNF) and a member of the Company’s Board of Directors.
José Oscar Costa de Andrade. Metallurgical Engineer with Specialization in Raw Materials and Operation of
Blast Furnaces, Metallurgical Engineering Program. At Usiminas, he was Investment Analysis Engineer;
Head of the Steelmaking and Inspection Department; Head of Technical Unit; Metallurgical Engineer of the
Pig Iron Unit. Currently, he is a member of the Company’s Board of Directors.
Marcelo Gasparino da Silva. Lawyer and certified to act as a member of Boards of Directors by the Brazilian
Corporate Governance Institute (IBGC) and a member of Legal and State-owned Enterprises’ Commissions,
with experience in mining production chain. He is a member of the Board of Directors of Usiminas,
Eletrobras, Celesc and Tecnisa. He is Tax Advisor of AES Tietê. He was Tax Advisor of AES Eletropaulo
and Bradespar, among others. He is a member of the Technical Commission of the Capital Market Investor
Association (AMEC) and Spokesman of the Corporate Governance Group (GGC). Currently, he is the
Chairman of the Company’s Board of Directors.
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Lirio Albino Parisotto - Mr.Parisotto is the president of VIDEOLAR and a member of the Board of Directors of
the Innova (Videolar’s company), the largest national producer of polystyrene. Mr. Parisotto has been an
investor in the Brazilian capital market for more than 20 years, being a shareholder of Usiminas since 1997
and recognized as a supporter of improving corporate governance practices in all the companies that
he invests in, one of the most active minority shareholders among national investors. He was elected the
Entrepreneur of the year 2010 in an election sponsored by Ernest & Young in the Master category. He is
also a member of the Board of Directors of Eternit and is Vice President of the Foundation “Sustainable
Amazon-MAKES” (Amazônia Sustentável-Faz). Mr. Parisotto was also a member of the Board of Directors of
Usiminas from 2012 to 2014.
Board of Directors - Deputy Members
Takaaki Hirose. He has a Bachelor’s Degree in Economics from the Waseda University. He was Manager of
the Finance and Accounting Department, Manager of the Corporate Planning and Budget Department and
General Manager of Yamata Plant Administration, at Nippon Steel Corporation, and also at Nippon Steel &
Sumitomo Metal Corporation, since October 2012. Currently, he is General Manager of Business
Development Abroad of Nippon Steel & Sumitomo Metal Corporation and a deputy member of the
Company’s Board of Directors.
Hirohiko Maeke. He has a Bachelor’s Degree in Law from the University of Tokyo and Master’s Degree from
the UW School of Law. He was Manager of the Legal Department of Sumitomo Metal Industries Ltda and
General Manager and Director of the Legal Division of Nippon Steel & Sumitomo Metal Corporation.
Currently, he is General Manager of Business Development Abroad of Nippon Steel & Sumitomo Metal
Corporation and a deputy member of the Company’s Board of Directors.
Yoichi Furuta. He has a Bachelor’s Degree in Law from the University of Tokyo, Master of Business
Administration, Harvard Business School. Worked as General Manager of Business Development Abroad of
Nippon Steel & Sumitomo Metal Corporation. Currently, he is the Chief Executive Officer Nippon Steel &
Sumitomo Metal Corporation and a deputy member of the Company’s Board of Directors.
Gileno Antônio de Oliveira. He has a Bachelor’s Degree in Metallurgical Engineering from the Minas Gerais
Federal University (UFMG); Specialization in Material Sciences and Engineering from the São Carlos
Federal University (UFSCar); completed the Graduate Program in Strategic Corporate Management from the
Minas Gerais Federal University (UFMG); Executive MBA in Project Management from the Getúlio Vargas
Foundation (FGV). He was Teacher of Chemistry and Mathematics for ‘Cursos Pré Vestibulares’ (courses
focused on preparing students for taking entrance examinations) - Belo Horizonte; Professor of Differential
and Integral Calculus, Mechanical Construction Materials, Metrology and Quality Engineering included in the
Engineering Program of PUC-MG and Unileste-MG, Vale do Aço Campus; he was Director of the Brazilian
Steelmaking and Material Association (ABM), member of the Rolling Commission (COLAM) and also
Director of União Brasileira para a Qualidade (UBQ). At Usiminas, he was Metallurgical Engineering for Cold
Rolling, Technical Manager of Cold Rolling and Steelmaking, Cold Rolling Supervisor and General Manager
of Process Engineering. Currently, he is Chairman of the Decision-making Board of Previdência Usiminas,
General Manager of Industrial Engineering of Usiminas and a deputy member of the Company’s Board of
Directors.
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Pablo Daniel Brizzio - Mr.Brizzio graduated with a degree in Industrial Engineering at the Technological
Institute of Buenos Aires, and has a Master’s degree in Administration Science (Master in
Business Administration) at Duke University. He is the Director of Finance (Chief Financial Officer) of
Ternium S.A. since 2010.
Mario Giuseppe Antonio Galli. He has a Bachelor’s Degree in Philosophy from the University of Milan, is a
licensed journalist and has over 23 years’ experience in Communications and New Media. He was Corporate
Communications Officer of the Techint Group and managed re-branding projects of Tenaris and Ternium. He
is liable for the following areas: marketing communications and employees, media relations and crisis
communication management. He was Chairman of the Communications Committee of the World Steel
Association (2009-2011). Currently, he is Corporate Communications Officer of Tenaris, Executive Director
of Tenaris Confab Hastes de Bombeio, a member of the Board of Directors of Ternium Brasil S.A. and a
deputy member of the Company’s Board of Directors.
Oscar Montero Martinez. He has a Bachelor’s Degree in Industrial Engineering. Currently, he is a member of
the Board of Directors of the following companies: Ternium México S.A. de C.V., Tenigal S. de R.L. de C.V.,
Ternium USA Inc., Acerus S.A. de C.V., APM, S.A. de C.V., Ternium Gas México S.A. de C.V., Ferropak
Servicios S.A. de C.V., Ferropak Servicios S.A. de C.V., IMSA Monclova S.A. de C.V., Las Encinas S.A. de
C.V., Acedor S.A. de C.V., Ferropak Comercial S.A. de C.V., Treasury Services S.A. de C.V. and Consorcio
Minero Benito Juarez Peña Colorada, S.A. de C.V. (deputy). He is also Director-General of Planning and
Operations of Ternium. Currently, he is a deputy member of the Company’s Board of Directors.
Chrysantho de Miranda Sá Junior. He has a Bachelor’s Degree in Electrical Engineering from the Santa Rita
do Sapucaí National Telecommunications Institute (Inatel) (electronic option); MBA in Corporate
Management from the Getúlio Vargas Foundation (FGV) and attended the Executive Development Program
of the Dom Cabral Foundation (FDC). At Usiminas, he was Automation Equipment Manager; Energy
Manager; Supervisor of the Energy and Transportation Department. He was also Executive Director of the
São Francisco Xavier Foundation (FSFX). Currently, he is Benefits Officer of Previdência Usiminas, an entity
that is part of the Company’s controlling group, and a deputy member of the Company’s Board of Directors.
Mauro Gentile Rodrigues da Cunha - Mr.Cunha is President of Amec - Association of Investors in the Capital
Market- since April 2012. Before that, he was the manager of Opus Investimentos Ltd. in Rio de Janeiro from
October 2010 to March 2012. In Sao Paulo, Mr.Cunha was president of the Brazilian Institute of Corporate
Governance (IBGC from May 2008 to April 2010 and advisor from May 2003 to April 2008 and represented
IBGC in Brazil and abroad. He was a senior partner and director of investments in equities at Maua
Investimentos Ltda. from July 2007 to September 2010 and director of Investments for Variable Income at
Franklin Templeton Investments (Brazil) Ltda. from March 2006 to July 2007. Mr.Cunha was also Investment
director of Bradesco Templeton Asset Management from August 2001 to March 2006. Mr. Cunha has also
worked at Morgan Stanley Asset Management , Deutche Morgan Grenfell, Bank of America and Banco
Pactual. Mr.Cunha currently participates in the Board of Directors of Petrobras, BR Distribuidora, Trisul and
CESP. He is a chartered Financial Analyst - CFA since 1997, with an MBA from Graduate School of
Business the University of Chicago (1998), and a Bachelor's Degree in Economics from the Catholic
University of Rio de Janeiro - PUC-Rio (1992). He also works as a professor of Corporate Governance and
as a consultant.
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Supervisory Board - Full Members
Masato Ninomiya. He has a Doctor’s Degree and Master’s Degree in Law from the Faculty of Law of the
University of Tokyo, Japan, Bachelor’s Degree in Law from the School of Law of the University of São Paulo,
Bachelor of Arts from the School of Philosophy, Languages and Human Sciences from the University of São
Paulo. Professor of the Department of International Law of the São Paulo School of Law and sworn
translator of Japanese and English. Currently, he is a member of the Company’s Supervisory Board.
Lúcio de Lima Pires. He has a Bachelor’s Degree in Accounting from União de Negócios e Administração
(UNA), in Belo Horizonte/MG, completed the Graduate Program in Financial Administration and Higher
Education Methodology from União de Negócios e Administração (UNA), in Belo Horizonte/MG, and in
Production Engineering with Emphasis on Supplementary Pension Plan from the Ideas Institute (UFRJ).
Currently, he is Executive Accounting Manager of Previdência Usiminas, an entity that is part of the
Company’s controlling group, and a member of the Company’s Supervisory Board.
Paulo Frank Coelho da Rocha. He has a Bachelor’s Degree in Law from the School of Law of the University
of São Paulo and Master’s Degree (LL.M.) in Corporation from the New York University School of Law. He
was Foreign Associate in law firm Cravath, Swaine & Moore, in New York. Currently, he is a member of the
International Bar Association, of the Advisory Board of "Working Group on Legal Opinions" of the American
Bar Association; and of the Chamber of Commerce Brazil-United States. He is co-author of book "Business
Laws of Brazil". He has been a partner of law firm Demarest e Almeida since 2003 and is a member of the
Company’s Supervisory Board.
Domenica Eisenstein Noronha - Mrs.Noronha was a Tax Adviser (Holder) of Embratel Holdings S.A. from
2012 to 2014. She has a wide experience in advising companies in the area of investment banking with a
career in the bank Morgan Stanley in operations of M&A and capital market. Other professional experiences
include working for MCIWorldCom and SEC (Securities and Exchange Commission). Mrs.Noronha has
worked in the past as a consultant to companies. Currently, she is an independent managing partner at
Tempo Capital Gestão de Recurso Ltd. Mrs.Noronha graduated from Georgetown University with
specialization in Finance and Economics. She has certificates in CGA, CPA-20 and Series 7.
Julio Sergio de Souza Cardozo - Mr. Cardozzo is a certified council manager by the - Brazilian Institute of
Corporate Governance. He is an Audit and Internal Controls professor at FGV and UERJ (University of Rio
de Janeiro).He received the prize of the Federal Council of Accounting, the medal Merit Accountant CRCES, and the medal "Joaquim Monteiro de Carvalho - Order of Merit. He was a partner at Ernst & Young and
CEO of the firm for South America. He was a Member of the supervisory board at Celesc and Usiminas. He
is the President of BBA Aviation South America and the chairman of the supervisory board of the Olympic
Games Rio 2016. Mr.Cardozo is also a tax advisor at Bradespar S.A. and a member of the GGC - Group of
Corporate Governance.
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Supervisory Board - Deputy Members
Aurea Christine Tanaka - Mrs. Tanaka graduated in Law from the University of Sao Paulo, with expertise in
Corporate Law, including Tax, Economics, International Trade Law and Alternative Dispute Resolution of
Controversies. She has a Ph.D. in Private International Law from the Faculty of Law at the University of Sao
Paulo - Department of International Law and Post-doctorate, with research grant from; Japan Society for the
Promotion of Science at the University of Tokyo Graduate School of Law and Politics. She currently works as
a lawyer in the Law Firm of Masato Ninomiy, in the area of Private International Law, Alternative Resolution
of Disputes, Commercial Law, Civil and Family Law. She was a researcher in the Program of Education for
the Sustainable Development of the United Nations University Institute for the Advanced Study of
Sustainability, from 2008 to 2014 and served as a visiting Professor on the Department of Global Policies at
Fraser's University, teaching Global Governance and Sustainability from 2013 to 2014.
Ely Tadeu Parente da Silva. He has a Bachelor’s Degree in Accounting from the Pontifical Catholic
University of Minas Gerais (PUC/MG) and completed the Graduate Program in Production Engineering with
Emphasis on Supplementary Pension Plan from the Ideas Institute (UFRJ). He is Compliance Manager of
Previdência Usiminas, an entity that is part of the Company’s controlling group. He holds no administration
position in publicly-held companies. Currently, he is a deputy member of the Company’s Supervisory Board.
Mário Roberto Villanova Nogueira. Bachelor's degree in Law from the School of Law of the University of São
Paulo. Graduate degree in Business Administration from Getúlio Vargas Foundation (FGV). He is and invited
Professor for the Economics, Business and Accountancy courses at University of São Paulo and Director of
the Brazilian Institute for the Study of Competition, Consumer Relations and International Trade (IBRAC).
Mário Roberto Villanova Nogueira also holds the position of partner at Demarest e Almeida Office since
1993. Currently he is a deputy member of the Company’s Supervisory Board.
Wanderley Rezende de Souza. He worked at Sete Brasil Participações S.A., an investment company
specialized in portfolio management with a focus on the pre-salt related offshore oil and gas, in the Equity
Interest Management Office and as Executive Officer of Sete International – Austria. He has a degree in
economics and management and an executive MBA in finance and law and finance. He was Team Manager
and Executive at PREVI, where he led merger, acquisition, public offering, disposition and financial
restructuring projects of companies such as Embraer, ALL, Usiminas, Perdigão, CPFL, Grupo
Paranapanema, Acesita, Tupy, Neoenergia, GTD Participações and Vale. He was an alternate member of
the Board od Directors of Embraer, a member of the Board of Directors of GTD Participações, Grupo
Paranapanema and Usiminas, an alternate member of the Board of Directors of Cia. Café Iguaçu and
chairperson of the Fiscal Concil of Tupy S.A. He was Manager of Accounts and Corporate Business at
Banco do Brasil.
Peter Edward Wilson - Mr.Wilson is a Business Administrator by the FGV-EAESP with a Master's Degree in
Economics from EESP-FGV. Mr. Wilson is in the supervisory board of GAFISA S.A. , B2W S.A and he is a
certified administration advisor by the IBGC and a certified manager by CVM and a partner at the finance
consultancy; Managrow strategic Consulting in finance. He was controller Latin America of BNP in New York
for the division of Investment Banking and a consultant of A. T Kearney Management Consulting. He was a
Member of the supervisory board of VIVO S.A., Banco PINE and Trisul S.A.and is currently a member of the
GGC - Group of Corporate Governance.
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Executive Board
Rômel Erwin de Souza. Metallurgical Engineer from Engineering School of Federal University of Minas
Gerais State (Brazil). He was a high school Physics Teacher; Coordinator of the Exact Sciences area of a
high school equivalency course and Pre-College Entrance Examination; at Usiminas he was the Engineer of
the Sulfuric Acid Pickling area; Engineer of Annealing of Cold-Rolled Strips area; Head of the Annealing area
section; Manager of Hardening section; Manager of Manufacturing Production; General Manager at Usina
Independente Câmara; Director of Ipatinga Complex and Account Director; Director at USIROLL; Member of
the Steering Committee at UNIGAL; Deputy member of Siderar’s Board of Directors, being the last three
companies integral parts of the company’s economic group. Chairman at the Brazil’s São Francisco Xavier
Foundation (FSFX); Chairman at Previdência Usiminas; Advisor of the Brazilian Association of Metals
(ABM); Coordinator and Instructor in the flat steel rolling training course of ABM; Member of the Board of
Directors and Industrial Vice-President Officer od Usiminas. Currently Rômel Erwin de Souza is the Chief
Executive Officer and Vice CEO of Technology and Quality at the Company.
Ronald Seckelmann. Bachelor’s degree in Business Administration from the Getúlio Vargas Foundation
(FGV), and participated in the Competitive Strategy Lecture at Harvard Business School. He was a Financial
Analyst at Cargill Agrícola S.A; Controllership Division Manager at Alcoa Aluminium S.A.; Chief Planning and
Control Officer at Vidraria Santa Marina S.A. (Saint-Gobain Group); Chief Administrative and Financial
Officer at Igaras Papéis e Embalagens S.A.; Chief Financial and Investor Relations Officer at Klabin S.A.;
Vice CEO and Chief Financial and Control Officer at Bertin S.A. He served as Vice CEO and Chief Financial,
Investor Relations and Information Technology Officer at the Company, and currently is the Chief Financial
and Investor Relations Officer and Vice CEO for Subsidiaries.
Sergio Leite de Andrade. Bachelor’s degree in Metallurgical Engineering from Federal University of Rio de
Janeiro/UFRJ and Master in Metallurgical Engineering from Federal University of Minas Gerais/UFMG. At
the Company, he was a researcher Engineer; Engineer of Integrated Control of Heavy Plates; Head of the
Metallurgy Steel and Rolling of Plates Plant; Head of Standardization and Coordination Plant, responsible for
the Integrated Control of Heavy Plates, Hot-Rolled and Cold-Rolled Products; Managing Director of the
Center for Research and Development; Technical and Manufacturing Managing Director; Chairman of the
Quality Committee; Marketing Managing Director. He served as Vice CEO at the Company, Second
Executive Steel-making Officer and current holds the position of Commercial Vice CEO.
Nobuhiko Takamatsu - Mr. Takamtsu graduated in Engineering from the University of Tokyo. He has worked
in Nippon Steel & Sumitomo Metal Corporation as; Superintendent of the Division of Iron in the plant
of Muroran, Japan, Manager of the Department of Administration and Planning Technicians where he was
supported to the International Institute of Iron and Steel, General Manager of the Division of Intellectual
Property, Executive Counselor, Executive Director hired to serve as General Manager of the Division of Iron
and Executive Advisor of the Vice President of Technology and Quality of Usiminas. Currently holds the
position of Vice President of Corporate Planning at Usiminas.
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Tulio Cesar Couto Chipoletti - Mr. Chipoletti graduated in Industrial Engineering from the Faculty of Industrial
Engineering - EIF, in Sao Bernardo do Campo – SP. He holds an MBA in Finance from the Brazilian Institute
of Capital Market - IBMEC and also features the titles relating to courses of PGA (Advanced Management
Program ) at The European Institute of Business Administration- Insead, France and in
Executive Management from Stanford University , USA. Mr.Chipoletti worked as a project engineer at The
Confab Industrial S.A., Manager of Design Engineering, Engineering Manager of the Plant of
Pindamonhangaba, Manager of the Plant in Sao Caetano do Sul, Senior Executive - Director of the Division
of Tubes, Vice President of Tubes and Area Manager of Brazil. Mr.Chipoletti, at the Solutions in Steel
Usiminas S.A. has served as President and managing director. Mr. Chipoletti currently holds the position of
Industrial Vice President at the Company.
Audit Committee
Claudio Gabriel Gugliuzza. Public Accountant - Universidade de Buenos Aires -Argentina- July 1988.
Currently is Director of Tax Planning, Compliance and Administrative - Southern Cone at Ternium; he was
Administrative Director of Siderar (Argentina); Regional Finance and Administrative Director – Global
Management and Tax Planning of Tenaris (Argentina); Regional Finance and Administrative Director –
South America (Argentina and Brazil) at Tenaris (Argentina); Financial/Economic Planning and Management
Control Director at Tenaris (Argentina); Administrative Director of Commerciail Units at Tenaris (Argentina);
At Tubos the Acero de México performed as Administrative Director; Commercial Planning Manager;
Financial and Economic Planning Manager; Semi-Senior Auditor at Siderca - Argentina; Junior Auditor ay
Siderca- Argentina; Junior Auditor at Pistrelli, Diaz e Associados. Actually, member of the Audit Committe of
the Company.
The CV of other Members of the Audit Committee are presented above in this same item.
b) Description of any of the following events that have taken place over the past 5 years:
i.
Criminal conviction
There is no criminal conviction for none of the Directors and Members of the Supervisory Board.
ii.
Conviction in administrative proceeding of the Brazilian Securities and Exchange Commission (CVM)
and penalties applied
There is no conviction in administrative proceeding of CVM for none of the Directors and Members of the
Supervisory Board.
iii.
Any unappealable conviction at the legal or administrative level, which has been suspended or
disqualified them for the practice of any professional or commercial activity
There is no unappealable conviction at the legal or administrative level for none of the Directors and
Members of the Supervisory Board.
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12.9. Report the existence of marital relation, stable union or kinship up the second degree between:
a) Directors and members of the issuer’s Supervisory Board
Not applicable. There is no marital relation, stable union or kinship up the second degree between directors
and members of the Company’s Supervisory Board.
b) Directors and members of the issuer’s Supervisory Board and (ii) directors of direct or indirect subsidiaries
of the issuer
and members of the issuer’s Supervisory Board and (ii) the directors of direct or indirect subsidiaries of the
Company
c)Directors and members of the issuer’s Supervisory Board or its direct or indirect subsidiaries and (ii) direct
or indirect controlling of the issuer
and members of the issuer’s Supervisory Board or of its direct and indirect subsidiaries and (ii) direct or
indirect controlling companies of the Company
d) Directors and members of the issuer’s Supervisory Board and (ii) directors of direct and indirect controlling
companies of the issuer
and members of the issuer’s Supervisory Board and (ii) directors of direct and indirect controlling companies
of the Company.
12.10. Report subordination, service rendering or control relations over the past 3 fiscal years
between directors of the issuer and:
a) Direct or indirect subsidiary of the issuer
Not applicable. There are no subordination, service rendering or control relations over the past 3 fiscal years
between directors of the Company and direct or indirect subsidiary of the Company.
b) Direct or indirect controlling company of the issuer
i) Fumihiko Wada, a full member of the Board of Directors, holds since 2010, the position of CEO at Nippon
Usiminas Co. Ltd., a company that is part of the Group controlled by the issuer;
ii) Eiji Hashimoto, a full member of the Board of Directors, holds the position of Chief Executive Officer at
Nippon Steel & Sumitomo Metal Corporation, a company that is part of the Group controlled by the issuer, as
well as the position Director of Nippon Steel & Sumitomo Metal Empreendimentos Siderúrgicos Ltda;
iii) Daniel Novegil, a full member of the Board of Directors, maintains working relationship with various
subsidiaries of Ternium S.A., and holds the position of CEO at Ternium S.A., Chairmain of the Board of
Directors at Siderar S.A.I.C and at Ternium México, S.A. de C.V., companies that are part of Techint Group,
which, in its turn, is part of the Group controlled by the issuer;
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iv) Roberto Caiuby Vidigal, a full member of the Board of Directors, maintains working relationships with
various subsidiaries of Tenaris S.A.; is the Chairman of the Board of Directors at Confab Industrial S.A. and
at Techint Engenharia e Construção S.A., and Member of the Board of Directors of San Faustin S.A., SIAT
S.A., Tenaris Confab Hastes de Bombeio S.A., Confab Trading N.V. and Socotherm Brasil S.A., Chairman of
the Board of Directors and CEO at Ternium Brasil S.A.;
v) Rita Horta Rebelo de Assis, a full member of the Board of Directors, holds since 2012, the position of
Director Chairman of Previdência Usiminas, which is part of the Group controlled by the issuer, having held
the position of Chief Financial Officer of the same entity from April 2010 to April 2012;
vi) Paulo Penido Pinto Marques, a full member of the Board of Directors, maintains a service rendering
agreement with Nippon Group, since 2012;
vii) Chrysantho de Miranda Sá Junior, a deputy member of the Board of Directors, holds since 2012, the
position of Director of Benefits of Previdência Usiminas, which is part of the Group controlled by the issuer;
viii) Gileno Antônio Oliveira, a deputy member of the Board of Directors, holds the position of Chairman of
the Decision-Making Board of Previdência Usiminas, which is part of the Group controlled by the issuer;
ix) Yoichi Furuta, a deputy member of the Board of Directors, held the position of General Manager at
Nippon Steel & Sumitomo Metal Corporation up to December 2011. Since January 2012, he holds the
position of Executive Director at Nippon Steel & Sumitomo Metal Corporation, which is part of the Group
controlled by the issuer;
x) x) Takaaki Hirose, a deputy member of the Board of Directors, holds the position of General Manager at
Nippon Steel & Sumitomo Metal Corporation since april 2014. He is also CEO at Nippon Steel Corporation
and Nippon Steel & Sumitomo Metal Empreendimentos Siderúrgicos, a company that is part of NSSMC
Group which is part of the Group controlled by the issuer;xi) Hirohiko Maeke, a deputy member of the Board
of Directors, holds the position of General Manager at Nippon Steel & Sumitomo Metal Corporation since
april 2014, and he is also Director of Nippon Steel & Sumitomo Metal Corporation, which is part of the Group
controlled by the issuer;xii) Oscar Montero Martinez, a deputy member of the Board of Directors, maintains
working relationship with various subsidiaries of Ternium S.A., holds the position of Chief Planning Officer at
Ternium S.A., and still is a member of the Board of Directors of various Ternium’s subsidiaries;
xiii) Mario Guiseppe Antonio Galli, a deputy member of the Board of Directors, maintains working relationship
with various subsidiaries of Tenaris S.A., is the Chief Communication Officer at Tenaris S.A. and member of
the Board of Directors at Ternium Brasil S.A. and at Tenaris Confab Hastes de Bombeio S.A.;
xiv) Lúcio de Lima Pires, a full member of the Supervisory Board, holds since 2011, the position of
Accounting Executive Manager at Previdência Usiminas, which is part of the Group controlled by the issuer;
xv) Ely Tadeu Parente da Silva, a full member of the Supervisory Board, holds the position of Compliance
Manager at Previdência Usiminas, which is part the Group controlled by the issuer;
xvi) Masato Ninomiya, a full member of the Supervisory Board maintains a service rendering agreement with
Grupo Nippon;
xvii) Carlos Augusto Assis, deputy member of the Supervisory Board maintains a service rendering
agreement with Nippon Group.
xix) Nobuhiro Yamamoto, a former deputy member of the Board of Directors and current Corporate Planning
Vice CEO, held since 2012, the position of General Manager at Nippon Steel & Sumitomo Metal Corporation;
xx) Rômel Erwin, a former full member of the Board of Directors and current CEO, held the position of
Chairman of Previdência Usiminas from April 2010 to April 2012;xxi) Pablo Daniel Brizzio, a deputy member
of the Board of Directors, of the Board of Directors at Ternium Investments S.à r.l. maintains working
relationship with various subsidiaries of Ternium S.A., is the Financial Director of Ternium S.A.
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xxii) Nobuhiko Takamatsu, Vice President of Corporate Planning at Usiminas, is also Executive Consultant of
Nippon Steel & Sumitomo Metal Corporation, since September 2014.
c) If relevant, supplier, customer, debtor or creditor of the issuer, its subsidiary or parent company or
subsidiaries of any of these parties
There is no significant subordination relationship among supplier, customer, debtor or creditor of the issuer,
its subsidiary or parent companies or subsidiaries of any of these parties listed in the item above.
12.11. Describe the provisions of any agreements, including insurance policies, which provide for the
payment or reimbursement of expenses incurred by the directors, arising from compensation for
damage caused to third parties or to the issuer, penalties imposed by state agents, or agreements
aimed at resolving administrative or legal proceedings, due to the exercise of their functions:
The Company has Civil Liability Insurance for Directors and Officers (D&O), which covers any financial
convictions imputed against the Company’s directors by virtue of in-court or out-of-court lawsuits that arose
during their term of office, related to the exercise of their functions at the Company, including any defense
costs.
12.12. Provide other information the issuer deems significant
The Company guarantees the control and monitoring of good Corporate Governance practices with the
support of two mechanisms: the Internal Audit Office that acts preemptively to ensure risk control and
reduction; and the Open Channel created in 2009 to receive complaints from customers, suppliers, investors
and employees on irregularities in the Company's operations. Accordingly, Usiminas operates cohesively
and with transparency, which ensures greater safety and reliability in the Company's operations.
13. Compensation of Managers
13.1. Describe the policy or practice of compensation of the board of directors, statutory and nonstatutory directors, supervisory board, statutory, audit, risk, financial and compensation committees,
addressing the following aspects:
a) Objectives of the policy or practice of compensation
The Board of Directors, based on the recommendation of its Human Resources Committee, annually reviews
the compensation for the members of the Board of Directors and the Statutory Officers. The compensation
policy is based on market practices, which take into account the creation of value for the Company, its
shareholders and other stakeholders, determined by meeting the quantitative and qualitative targets linked to
the overall performance of the Company. Your goal is to properly recognize the contribution of each member
of the Board of Directors, Statutory and Non-statutory Officers in view of the achievement of strategic
objectives, in line with best market practices.
There is no compensation for the members of the Committees of Usiminas.
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b) Composition of compensation, stating:
i.
Description of the compensation elements and objectives of each:
For Statutory Officers: the total value of the fixed and variable annual compensation is determined by
decision of the Board of Directors, on the recommendation of its Human Resources Committee, as the
market study submitted annually. Fixed compensation is paid monthly throughout the year. The variable
compensation linked to the achievement of quantitative and qualitative goals related to the overall
performance of the Company is paid as a bonus after final determination of performance parameters based
on the audited balance sheet and approved by the Board of Directors. The Company also has a plan of
share-based compensation to its Statutory Officers.
For Board of Directors members: fixed compensation according to budget approved at the Annual General
Meeting. There is no variable compensation practice.
For Supervisory Board members: a monthly compensation of active members is fixed at ten percent (10%) of
the value of the fixed compensation average paid to Statutory Officers of the Company, pursuant to
paragraph 3 of Article 162 of Law No. 6404/76. There is no variable compensation practice.
ii.
The proportion of each element in total compensation - according to the above
For Statutory Officers: the composition of total compensation, assuming the achievement of 100% of the
goals that define the variable compensation, as set out in the annual plan (target value) is: 37% in respect of
fixed compensation, 37% to variable compensation and 26% to stock-based compensation. To the Boards of
Directors and Supervisory Board, fixed compensation is set at 100%.
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iii.
Calculation methodology and adjustment of each compensation element
Fixed Compensation - the methodology used for calculation/adjustment of the fixed compensation of the
Company management (Board of Directors and Statutory Officers) is based on the review of market
practices and prevailing economic conditions. This methodology ensures that the policy adopted by the
Company is competitive and is in line with the market and the interests of the shareholders of Usiminas.
Variable Compensation (Statutory Officers) - the methodology applicable to the variable compensation is
based on the establishment of economic, financial, quantitative and qualitative indicators linked to the
Company's overall performance in compliance with collective and individual targets. Annually, the Board of
Directors, on the recommendation of its Human Resources Committee, revises the set of indicators and
targets in order to adapt them to market practices, the global economic situation, the interests of
shareholders and also, aiming to encourage the sustainable performance of the Company in the long term.
Additionally, the Company has share-based compensation plan, as detailed in Section 13.4.
iv.
Reasons for the compensation composition
The Company believes that the compensation of its executives composes by fixed and variable portions
meets market principles and allows the evaluation of its executives’ performance in line with the Company's
overall performance.
c) Key performance indicators that are taken into consideration in determining each compensation element
The fixed compensation takes into account market values obtained by specialized consultants, in
accordance with best market practices.
The short-term variable compensation takes into consideration quantitative and qualitative indicators,
determined annually based on market studies and situational aspects of the global economy. Examples of
quantitative indicators are: EBITDA Margin, Cost of Production, among others. Qualitative indicators are
linked to the specific contribution of each director to the Company's results.
The long-term variable compensation takes into account the strategic objectives of the Company in
accordance with the best market practices, in connection with the Company performance against the
financial market.
d) How compensation is structured to reflect the evolution of performance indicators
The Company understands that the compensation policy linked to the fulfillment of quantitative and
qualitative targets (as explained in the previous section) allows an adequately measurement of evolution of
each of its interests based on performance indicators to which weights are assigned for performance
evaluation and determination of variable compensation. The relative weighting of each performance indicator
is allocated annually by the Board of Directors, on the recommendation of its Human Resources Committee
which takes into account economic factors such weighting distributed in groups of indicators of the Usiminas
Group, indicators of the Business Units and Individual Indicators that will add value to the Company.
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e) How the policy or practice of compensation is aligned with the issuer’s interests in the short, medium and
long term
The compensation policy is aligned:
Short term: compensation is based on monitoring the market base salary of each position according to
similar companies operating in its area of expertise, ensuring adequate compensation.
Medium term: aligned with performance targets set annually for each business and aimed at leveraging the
overall performance of the Company. The targets are reset annually.
Long term: as of 2011 the Company adopted the Plan for Granting Stock Options issued by the Company.
The plan aims to align the long-term interests in view of the potential appreciation of stocks in the search of
results by the Company. The Stock Option Plan issued by the Company was approved at the Extraordinary
General Meeting of 4/14/2011.
f) Existence of compensation supported by subsidiaries or direct or indirect parent companies
Some officers receive compensation paid by Controllers of the Company, as detailed in section 13.15.
g) Any compensation or benefit related to the occurrence of certain corporate events, such as the transfer of
equity control of the issuer
No compensation or benefit is related to the occurrence of certain corporate events, such as the sale of
Company equity control.
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13.2. Regarding compensation recognized in the last 3 fiscal years and planned for the current fiscal year, the Board of Directors,
the Statutory Officers and the Supervisory Board, prepare a table with the following content:
Fiscal year ended 12/31/2012
Amounts in reais
Annual Fixed Compensation
Board
Number of
Members
Variable Compensation
Salary or
Management
Fees
Direct and
Indirect Benefits
Compensation
for
Participation in
Committees
Others (**)
Bonuses (****)
Profit Sharing
Compensation for
Participation in
Meetings
Committees
Benefits
Generated by
Expiry of Mandate
Share-based
Compensation
(***)
Total
Others (**)
PostEmployment
Benefits
Statutory
Officers
6.42
8,051,781.23
1,667,095.45
N/A
2,189,543.58
1,840,344.00
N/A
N/A
N/A
312,858.58
N/A
1,718,229.00
1,528,463.00
17,308,314.84
Board of
Directors
9.50
3,954,681.80
-
N/A
612,396.80
-
N/A
N/A
N/A
-
N/A
-
N/A
4,567,078.60
4.75
569,549.71
-
N/A
113,909.94
-
N/A
N/A
N/A
-
N/A
-
N/A
683,459.65
12,576,012.74
1,667,095.45
N/A
2,915,850.32
1,840,344.00
N/A
N/A
N/A
312,858.58
N/A
1,718,229.00
1,528,463.00
22,558,853.09
Supervisory
Board
20.67
Total
* Refers to fees
** Refers to social charges payable by the company
*** The amount of share-based compensation refers to the cost of the benefit of the plan to grant stock options of the Company, calculated on the fair value of the options granted according to
the Black-Scholes model.
**** Corresponds to the bonuses paid in 2012, calculated on the performance evaluation for the fiscal year 2011.
The number of members on each board corresponds to the annual average number of members on each board determined monthly, with two decimal places.
Total compensation accounted for in 2012, including provision of variable compensation with social charges payable in 2013, totaled R$ 32.6 million.
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Amounts in reais
Fixed Annual Compensation
Board
Number of
Members
Salary or
Management
Fees (*)
Direct and
Indirect
Benefits
Compensation for
Participation in
Committees
Others (**)
Bonuses (****)
Profit
Sharing
Compensation for
Participation in
Meetings
Committees
Benefits
Generated
by Expiry of
Mandate
Share-based
Compensation
(***)
Total
Others (**)
PostEmployment
Benefits
Statutory
Officers
7.00
8,506,853.64
3,737,297.81
N/A
2,690,263.49
5,065,090.00
N/A
N/A
N/A
1,013,018.00
N/A
N/A
4,515,693.72
25,528,216.66
Board of
Directors
10.33
4,545,170.79
-
N/A
909,034.16
-
N/A
N/A
N/A
-
N/A
N/A
-
5,454,204.95
5.00
607,632.54
-
N/A
121,526.45
-
N/A
N/A
N/A
-
N/A
N/A
-
729,158.99
22.33
13,659,656.97
3,737,297.81
N/A
3,720,824.10
5,065,090.00
N/A
N/A
N/A
1,013,018.00
N/A
N/A
4,515,693.72
31,711,580.60
Supervisory
Board
Total
* Refers to fees
Total compensation accounted for in 2013, including provision of variable compensation with social charges payable in 2014, amounted to R$ 36.7 million.
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Amounts in reais
Board
Statutory
Officers
Board of
Directors
Supervisory
Board
Number of
Members
Salary or
Management
Fees
Direct and
Indirect
Benefits
Compensation for
Participation in
Committees
Others (**)
Bonus
Profit
Sharing
Compensation
for Participation
in Meetings
Committees
Others (**)
PostEmployment
Benefits
Benefits
Generated
by Expiry of
Mandate
Share-based
Compensation
(***)
Total
6,50
7.966.157,52
1.769.694,16
N/A
3.032.894,29
8.310.243,18
N/A
N/A
N/A
1.662.048,64
N/A
N/A
5.511.776,61
28.252.714,40
9,25
4.890.136,64
-
N/A
745.590,48
-
N/A
N/A
N/A
-
N/A
N/A
-
5.635.727,12
5,00
616.372,40
-
N/A
123.274,50
-
N/A
N/A
N/A
-
N/A
N/A
-
739.646,90
20,75
13.472.666.56
1.769.694,16
N/A
3.901.759,27
8.310.243,18
N/A
N/A
N/A
1.662.048,64
N/A
N/A
5.511.776,61
34.628.188,42
Total
* Refers to fees
Total compensation accounted for in 2014, including provision of variable compensation with social charges payable in 2014, amounted to R$ 36.4 million.
202
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Estimated Remuneration for the fiscal year ending 12/31/2015
Amounts in reais
Board
Statutory
Officers
Board of
Directors
Supervisory
Board
Number of
Members
Salary or
Management
Fees
Direct and
Indirect
Benefits
7,00
8.920.534,08
3.569.513,89
10,00
4.641.720,00
5,00
22,00
Compensation for
Participation in
Committees
Profit
Sharing
Compensation
for Participation
in Meetings
Committees
Others (**)
PostEmployment
Benefits
Benefits
Generated
by Expiry of
Mandate
Share-based
Compensation
(***)
Total
Others (**)
Bonus
N/A
4.018.471,30
8.920.534,08
N/A
N/A
N/A
2.569.113,82
N/A
N/A
4.227.952,00
32.226.119,17
0,00
N/A
1.336.815,36
-
N/A
N/A
N/A
-
N/A
N/A
N/A
5.978.535,36
637.181,01
0,00
N/A
183.508,13
-
N/A
N/A
N/A
-
N/A
N/A
N/A
820.689,14
14.199.435,09
3.569.513,89
N/A
5.538.794,79
8.920.534,08
N/A
N/A
N/A
2.569.113,82
N/A
N/A
4.227.952,00
39.025.343,67
Total
* Refers to fees
As approved at the Annual General Meeting held on April 28, 2015, the overall maximum amount of management compensation provided for the period between the Annual General Meeting
(AGM) AGM 2015 and 2016 is R$ 45.5 million.
203
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13.3. The variable compensation for the last three fiscal years and planned for the current fiscal
year of the Board of Directors, the Statutory Officers and the Supervisory Board, prepare a table
with the following content:
Statutory Officers
Board of Directors (**)
Supervisory Board (**)
6.42
8.75
4.67
Minimum amount provided for in the compensation
plan
None. It is related to the achievement of
targets.
N/A
N/A
Maximum amount provided for in the compensation
plan
R$ 35,000,000.00 (*)
N/A
N/A
Amount provided for in the compensation plan - if the
targets established are met
targets.
N/A
N/A
Amount effectively recognized
R$ 1,840,344.00
N/A
N/A
plan
N/A
N/A
N/A
plan
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Number of members (***)
Bonus
Profit sharing
N/A = not applicable because there is no payment with this regard.
(*) Variable Compensation is always paid based on targets exceeded, on a continuous scale starting at zero. The limit for payment including the fixed
compensation is the annual funds defined in Ordinary General Meeting, which in the case of 2012 is R$ 35 million.
(**) Variable Compensation is not paid to the Supervisory Board and the Board of Directors.
(***) The number of members on each body corresponds to the annual average number of members on each board determined monthly, with two decimal
places.
- Determination of the amounts corresponding to the period from January to December, said amount relates to the period between the Meetings.
204
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Statutory Officers
7.00
10.33
5.00
plan
targets.
N/A
N/A
plan (*)
R$ 40,000,000.00
N/A
N/A
targets.
N/A
N/A
Amount effectively recognized (****)
R$ 5,065,090.00
N/A
N/A
plan
N/A
N/A
N/A
plan
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Number of members (***)
Bonus
Profit sharing
N/A = not applicable, since no such payments were made.
(*) Variable Compensation is always paid based on targets exceeded, on a continuous scale starting at zero. The total annual funds defined in Ordinary
General Assembly, amounting to R$ 40 million in 2013.
(**) Variable Compensation is not paid for the Audit Committee and the Board of Directors.
(***) The number of members of each body corresponds to the annual average of the number of members of each body determined monthly, with two
decimal places.
(****) Relates to bonus paid in 2013, based on the performance evaluation in 2012.
205
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Statutory Officers
6,50
9,25
5.00
plan
targets.
N/A
N/A
plan (*)
R$ 45,500,000.00
N/A
N/A
R$ 8.310.243,18
N/A
N/A
Amount effectively recognized (****)
-
N/A
N/A
plan
N/A
N/A
N/A
plan
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Fiscal year ending 12/31/2014
Number of members
Bonus
Profit sharing
N/A = not applicable, since no such payment was made.
(*) Variable Compensation is always paid based on targets exceeded, on a continuous scale starting at zero. The total annual funds were defined in the
Ordinary General Meeting on April 25, 2014, amounting to R$ 45,5 million in 2014.
(**) Variable Compensation is not paid to the Supervisory Board and to the Board of Directors.
(***) The number of members of each body corresponds to the annual average of the number of members of each body determined monthly, with two
decimal places.
(****) Relates to bonus paid in 2014, based on the performance evaluation in 2013.
206
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Variable compensation for the year 2015
Statutory Officers
7,00
10,00
5.00
plan
targets. (*)
N/A
N/A
plan
R$ 45,500,000.00
N/A
N/A
R$ 8.920.534,08
N/A
N/A
-
N/A
N/A
plan
N/A
N/A
N/A
plan
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Fiscal year ending 12/31/2015
Number of members
Bonus
Profit sharing
N/A = not applicable, since no such payment was made.
(*) Variable Compensation is always paid based on targets exceeded, on a continuous scale starting at zero. The total annual funds were defined in the
Ordinary General Meeting, amounting to R$ 45,5 million in 2015.
(**) Variable Compensation is not paid to the Supervisory Board and to the Board of Directors.
207
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13.4. Shares based compensation plan for the Board of Directors and the Statutory Officers, in force
in the last fiscal year and planned for the current fiscal year.
The Company stock option plan was approved at the Extraordinary General Meeting on April 14th, 2011. In
2011, Statutory Officers, other Officers and General Managers of the Company were eligible for the stock
option plan.
For fiscal year 2014 the stock option plan, approved on April 14th, 2011 is still in force.
a)
General terms and conditions
The general plan rules are formally approved by the shareholders. Once approved, the plan is managed by
the Board of Directors, supported by the Human Resources Committee for this purpose. The Board of
Directors and the Human Resources Committee are advised on technical and operating aspects by the
human resources, legal and financial areas of Usiminas, or external consultants. Only the Board of Directors
has decision-making powers on the plan, within the limits approved by the shareholders.
All executives and employees are potentially eligible for the plan. However, those actually elected to receive
grants must be approved by the Board of Directors, on the recommendation of the Human Resources
Committee.
The plan has annual grants of options (programs), subject to the rules and especially the authorized capital
(number of shares) by the shareholders. All annual programs shall be approved by the Board of Directors.
b) The main objectives of the plan
- Alignment of interests between executives and shareholders
- Encourage sustainable value creation
- Attraction and retention of key professionals for the business
- Competitiveness with market practices
c) How the plan contributes to these objectives
The plan is considered as the link between the Management goals and those of the Company.
d)
As the plan is included in the issuer’s compensation policy
The plan is an integral part of Usiminas’ total compensation strategy, and it is an important element to
maintain the the Company's competitiveness on the market, as well as a tool to attract and retain key
professionals for the business.
e)
How the plan aligns the short-, medium- and long-term interests of managers and the issuer
The stock option plan grants the right to buy Usiminas shares at a price (the exercise price of the options)
and time (grace period for purchase of shares) determined. The predetermined price aligns the interests of
share valuation and timing of release to ensure solid purchase decisions in search of medium- and long-term
results.
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f)
Maximum number of shares covered
The maximum total number of shares subject to be granted to all eligible employees is 50,689,310 preferred
shares (USIM5), representing 5% of the total capital of Usiminas in 5 programs to be carried out from 2011
to 2015.
g)
Maximum number of options to be granted
The maximum number of options granted in each year to the total eligible managers was as follows:
2011 Grant - 1,638,515 options, representing 0.162% of total shares issued by the Company.
h) Conditions for acquisition of shares
The Option shall be exercised through the acquisition or subscription of the underlying shares against
payment to the Company corresponding to the value corresponding to the Exercise Price pursuant to the
Option Agreement.
i) Criteria for determining the purchase or exercise price
The Board of Directors sets the exercise price ("Exercise Price") of each option at the time the exemption is
granted, which is equivalent to the weighted average closing price of the Preferred Shares applicable on
BM&FBOVESPA - Bolsa de Valores, Mercadorias e Futuros S.A. ("BM & FBovespa") in the month prior to
the date of grant of the options.
j)
Criteria for determining the exercise period
The Board of Directors may set a time from which the Option will be exercisable ("Grace Period") and may
also provide that the Option will be exercisable in installments. Unless decided otherwise by the Board of
Directors, (i) one third (1/ 3) of the options will become exercisable one year after the date of grant, (ii) one
third (1/ 3) of the options will be exercisable two years after the date of grant and (iii) one third (1/ 3) of the
options will become exercisable three years after the date of grant.
The Board of Directors may determine the maximum period subsequent to grant date during which the
Option may be exercised ("Exercise Period"), and the Options may not be exercised after seven (7) years
from the date of grant.
k)
Form of settlement
The exercise price for each share subject to the option will be paid in cash in full on the date chosen by the
employee exercising the option, i.e., the execution of the Purchase and Sale Agreement between the elected
employee and Usiminas or the signature of the respective subscription list, as appropriate.
209
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l)
Restrictions on transfer of shares
During the Exercise Period, Participants are prohibited from selling the options granted to them or create any
burden on these options.
m)
Criteria and events that, when found, will cause the suspension, amendment or termination of the plan
The suspension, amendment or termination of the plan takes place before the termination of employment
relationship between the Company and the party eligible to the stock-based compensation to the Company
program as same criteria/events described in the item below.
n)
Effects of the withdrawal of the issuer’s manager on his rights under the share-based compensation
plan
(a) Termination Without Cause - In case of termination of the Participants by the Company or its
Subsidiaries, upon termination of his employment contract without cause or dismissal from his
position as manager not motivated by events that, in case of an employment relationship, would be a
termination for cause under the labor law, the Participants may exercise their options now
exercisable within thirty (30) days as from the respective Date of Termination, after which all Options
granted to the Participants will be automatically canceled and cease to have any effect. (b)
Termination for Cause - In case of the Participants’ termination for cause by the Company or its
Subsidiaries, upon termination of the employment contract for cause or dismissal from his position
as manager motivated by events that, in case of an employment relationship, would be a termination
for cause under the labor law, all non-exercised options, whether exercisable or not, will be
extinguished by operation of law and canceled on the respective Date of Termination or the date of
the event giving rise the termination or removal of the Participant, whichever occurs first. (c)
Voluntary Termination - In the event of voluntary termination of any Company’s or its Subsidiaries’
Participants, the Participants may exercise their options now exercisable within thirty (30) days of the
respective Date of Termination, after which all Options granted to the Participants will be
automatically canceled and cease to have any effect. (d) Termination by Retirement - In the event of
Retirement, the Participants may exercise their options now exercisable within thirty (30) days of the
resepctive Date of Termination, after which all Options granted to the Participants will be
automatically canceled and cease to have any effect. (e) Death - On the death of a Participant, the
right to exercise all options granted to the Participant will be anticipated and their heirs or
successors, by legal or testamentary succession, may exercise them during the period of twelve (12)
months subsequent to the date of Termination, after which all Options granted to the Participant will
be automatically canceled and cease to have any effect. (f) Termination for Permanent Disability - If
a Participant is on continuous and authorized leave caused by permanent disability, the right to
exercise all options granted to the Participant will be accelerated and these may be exercised within
12 (twelve) months after the Date of Termination, after which all Options granted to the Participant
will be automatically canceled and cease to have any effect. (g) Withdrawal After Disposal of
Company’s Controlling Equity - In case of disposal, whether direct or indirect, of controlling stock of
Usiminas, the Participant who, in the first twelve (12) months following the disposal of Usiminas’
controlling equity, is terminated without cause or removed from a manager position not motivated by
events that, in case of an employment relationship, would be a termination for cause under the labor
law, shall be entitled to the early exercise of all options granted to him and can exercise them within
30 days following the Date of Termination, at the end of which all Options granted to the Participant
will be automatically canceled and cease to have any effect.
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13.5. State the number of shares or units of interest directly or indirectly held in Brazil or abroad,
and other securities convertible into shares or units of interest issued by the issuer, its direct or
indirect controlling members, controlled by or under common control companies, members of the
board, the statutory officers or supervisory board, grouped by board, at the close of the last fiscal
year
Number of securities at 12/31/2014
Company
Security
Board of Directors
(*)
Statutory Officers
Supervisory Board
(*)
Usiminas
Common share
34
2
1,000
Usiminas
Class A preferred share
175,032
43.789
1000
* The balance of shares includes the effective and deputy members of the board of Directors and of the Supervisory
Board.
** The options granted and not exercised are not included in the above table.
13.6. Stock-based compensation recognized in P&L for the last 3 fiscal years and planned for the
current fiscal year, the Board of Directors and the Statutory Officers.
The General and Special Meeting of April 14, 2011, approved the Plan for Granting Stock Options issued by
the Company.
The Company recognizes expenses from the plans to grant stock options pursuant to the Accounting
Standards CPC 10 (R1) and ICPC05 options, guiding the determination and registration according to the
grace period in which the option becomes exercisable.
Share-based compensation for fiscal years ended 2012, 2013 and 2014
2012 Program
Statutory Officers
7
Board of Directors*
1
Grant Date:
11/28/2012
11/28/2012
Number of options granted:
1,447,091
46,112
Deadline for options to become exercisable:
Total of 3 years, with the possibility of
advancing 33% per year, after the first
year as of the grant (0/33/33/33 ).
Total of 3 years, with the possibility
of advancing 33% per year, after the
first year as of the grant (0/33/33/33)
Maximum deadline for the exercise of options:
Term of restriction for the transfer of shares:
Weighted average exercise price:
7 years from date of grant
Not Applicable
R$ 10.58
Not Applicable
R$ 10.58
Fair value of options on the date of grant:
R$ 4.32
R$ 4.32
Potential dilution in case of exercise of all options
granted:
0.1427% of
Usiminas.
Number of members:
Grants of stock purchase options
the
total
capital
of
0.0045% of the total capital of
Usiminas.
* Grant in view of Company employment status and not as Board member.
211
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2013 Program
Statutory Officers
7
Board of Directors*
1
Grant Date:
11/28/2013
11/28/2013
1,180,596
39,071
Not Applicable
Not Applicable
R$ 11.47
R$ 11.47
R$ 6.30
R$ 6.30
granted:
0.1109% of the entire capital of
Usiminas.
Usiminas.
Number of members:
212
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2014 Program
Statutory Officers
5
Board of Directors*
1
Grant Date:
11/27/2014
11/27/2014
1,197,493
79,506
Not Applicable
Not Applicable
R$ 6.14
R$ 6.14
R$ 2.85
R$ 2.85
granted:
Usiminas.
Usiminas.
Number of members:
213
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Movement of options granted for the last 3 fiscal years
Statutory
Board of Directors
Officers
Total
Fiscal year ended in 2012
a
Outstanding options at the beginning of the fiscal year
1,361,441
78,268
1,439,709
b
2012 Grant Program
Options lost during the fiscal year
1,447,091
(951,328)
46,112
-
1,493,203
(951,328)
c
Options exercised during the fiscal year
-
-
-
d
Options expired during the fiscal year
-
-
-
1,857,204
124,380
1,981,584
Outstanding options at the end of the fiscal year
Fiscal year ended 2013
a
1,857,204
124,380
1,981,584
b
c
d
2013 Grant Program
1,124,476
(183,596)
2,798,084
39,071
163,451
1,163,547
(183,596)
2,961,535
2,798,084
163,451
2,961,535
56,120
-
56,120
1,197,493
79,506
1,276,999
Fiscal year ended 2014
a
2013 Grant Program (voluntary subscription)
2014 Grant Program
b
(1,579,274)
-
(1,579,274)
c
-
-
-
d
-
-
-
2,472,423
242,957
2,715,380
820,795
122,033
942,828
1,651,628
120,924
1,772,552
Oustanding exercisable options
Outstanding non-exercisable options
The expenses for Board of Directors members recognizes in 2012, 2013 and 2014 fiscal years and the
amount estimated for 2015 are informed in 13.2 item.
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13.7 Options outstanding of the Board of Directors and the Statutory Officers at the end of the last
fiscal year.
Related to the 2012 Program

Board

Number of members

in relation to non-exercisable options
i.
quantity
ii.
date on which they will become exercisable
iii.
maximum deadline for the exercise of options
iv.
term of restriction for the transfer of shares
v.
weighted average exercise price
vi.
Fair value of the options on the last day of the fiscal year

Statutory Officers
Board of Directors*
7
1
179,743
15,371
11/28/2013, 11/28/2014
and 11/28/2015 (33%/
33%/33%)
11/28/2013, 11/28/2014
and 11/28/2015 (33%/
33%/33%)
11/27/2019
11/27/2019
Not Applicable
Not Applicable
R$ 10.58
R$ 10.58
**
**
359,487
30,741
11/27/2019
11/27/2019
Not Applicable
Not Applicable
R$ 10.58
R$ 10.58
in relation to exercisable options
i.
quantity
ii.
iii.
iv.
v.
**
**
vi.
fair value of all options on the last day of the fiscal year
**
**
* Received in view of the Company executive’s employment status and not as Board member.
** The company did not determine the fair value of the options on the last day of the fiscal year.
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
Board

Number of members

i.
quantity
ii.
iii.
iv.
v.
vi.

Statutory Officers
Board of Directors*
7
1
274,391
26,047
11/28/2014,
11/28/2015 and
11/28/2016 (33%/
33%/33%)
11/28/2014, 11/28/2015
and 11/28/2016 (33%/
33%/33%)
11/27/2020
11/27/2020
Not Applicable
Not Applicable
R$ 11,47
R$ 11,47
**
**
137,196
13,024
11/27/2020
11/27/2020
Not Applicable
Not Applicable
R$ 11,47
R$ 11,47
vii.
quantity
viii.
ix.
x.
xi.
fair value of the options on the last day of the fiscal year
**
**
xii.
**
**
* Received in connection with the Company employment status and not as Board member.
216
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
Board

Number of members

vii.
quantity
viii.
ix.
x.
xi.
xii.

Statutory Officers
Board of Directors*
5
1
1,197,493
79,506
11/28/2015,
11/28/2016 and
11/28/2017
(33%/33%/33%)
11/28/2015, 11/28/2016
and 11/28/2017 (33%/
33%/33%)
11/27/2021
11/27/2021
Not Applicable
Not Applicable
R$ 6,14
R$ 6,14
**
**
-
-
11/27/2021
11/27/2021
Not Applicable
Not Applicable
R$ 6,14
R$ 6,14
xiii.
quantity
xiv.
xv.
xvi.
xvii.
**
**
xviii.
**
**
* Received in view of the Company executive’s status.
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13.8 Options exercised and shares delivered relating to stock-based compensation of the Board of
Directors and the Statutory Officers for the past 3 fiscal years.
For the fiscal year of 2013 the following options were exercised by the Statutory Officers:

Board

Number of members

In relation to the options exercised, inform:




Statutory Officers
Board of Directors
3
0
183,596
0
10.58
0
2.77
0
NA
NA
NA
NA
NA
NA
Number of shares
Total value of the difference between the exercise value and the
market value of the shares related to options exercised
In relation to the shares delivered

Number of shares

weighted average acquisition price

Total value of the difference between the acquisition value and
the market value of the shares acquired
In the fiscal years of 2012 and 2014, stock options were not exercised.
218
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13.9 Summary of information necessary for understanding the data disclosed in items 13.6 to 13.8,
and the explanation of the pricing of shares and options, including at least:
The key assumptions used in accordance with the Black-Scholes pricing model of granting programs were
as follows:
2012 Grant
Year 1
Year 2
Year 3
R$ 4.06
R$ 4.32
R$4.61
Share price at the time
R$ 10.38
R$ 10.38
R$ 10.38
Exercise price
R$ 10.58
R$ 10.58
R$ 10.58
Fair value on the date of grant
Volatility of the share price
Grace period (3 years)
Estimated dividends
Risk-free rate of return
Adjusted duration
37.95%
37.95%
37.95%
33% after year 1
33% after year 2
33% after year 3
0.63%
0.63%
0.63%
8.63% p.a.
8.75% p.a.
8.87% p.a.
4 years
4.5 years
5 years
2013 Grant
Year 1
Year 2
Year 3
R$ 5.87
R$ 6.30
R$ 6.58
R$ 11.88
R$ 11.88
R$ 11.88
Exercise price
R$ 11.47
R$ 11.47
R$ 11.47
Estimated dividends
43.38%
43.38%
43.38%
33% after year 1
33% after year 2
33% after year 3
0%
0%
0%
11.34% p.a.
11.37% p.a.
11.40% p.a.
4 years
4.5 years
5 years
Year 1
Year 2
Year 3
R$ 2,66
R$ 2,85
R$ 3,02
R$ 5,70
R$ 5,70
R$ 5,70
Exercise price
R$ 6,14
R$ 6,14
R$ 6,14
Adjusted duration
2014 Grant
Estimated dividends
Adjusted duration
43,41%
43,41%
43,41%
33% after year 1
33% after year 2
33% after year 3
0%
2.94%
0%
12,10% p.a.
12,11% p.a.
12,12% p.a.
4 years
4.5 years
5 years
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i.
Method used and the assumptions made to incorporate the effects of expected early exercise
Black-Scholes methodology. There is no early exercise of options, vesting is 33% per year after the 1st, 2nd
and 3rd years of the grant date of the plan.
ii.
Method of determining the expected volatility
To calculate the adjusted volatility, the adjusted history of 36 months preceding the grant was considered.
iii.
If any other option feature was incorporated into the fair value measurement
There was no other feature incorporated into the fair value measurement.
13.10 Pension plans in effect granted to the members of the Board of Directors and Statutory
Officers.
Retirement plans in force granted to members of the Board of Directors and Statutory Officers
Conditions
to
retire in advance
Total accumulated
value
of
contributions made
during
the
last
fiscal
year,
deducting
the
portion related to
the
contributions
made directly by
managers
Possibility of early
withdrawal
and
applicable
conditions
0
0
N/A
Board
No. Members
Plan Name
Amount
managers
meet
conditions
retirement
Board of Directors
0
N/A
N/A
N/A
1
None
of
managers
Statutory Officers
3
USIPREV
of
who
the
for
Updated Value of
accumulated
contributions in the
pension plan until the
end of the last fiscal
year, deducting the
portion related to the
contributions
made
directly by managers
the
R$ 908,971.46
R$ 176,287.01
None
of
the
Management
members (*)
(*) Early redemption may be required only by participants who have ceased their employment relationship and are not yet in their benefit
payout phase. Withdrawal corresponds to 100% of the participant’s reserve balance plus a percentage applicable on the sponsoring
employer’s account balance, ranging from 10 to 80% of the employer’s portion reserve depending on the time of enrollment with the plan
(10% vested after 3 full years, increased by 10% every year up to 80% as from 10 years of enrollment).
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13.11 In the form of a table, indicate for the past 3 fiscal years, for the Board of Directors, Statutory
Officers or the Supervisory Board: board, number of members, value of highest individual income,
lowest individual income and average individual income.
The information presented in this item is in agreement with the data reported in item 13.2.
Amounts in reais
Statutory Officers
Board of Directors
Supervisory Board
12/31/2014
12/31/2013
12/31/2012
12/31/2014
12/31/2013
12/31/2012
12/31/2014
12/31/2013
12/31/2012
Number of members
6,50
7.00
6.42
9,25
10.33
9.50
5.00
5.00
4.75
Value of the highest
income (real)
7,897,449.74
6,103,224.53
3,143,438.84
2,093,440.12
1,966,504.94
1,286,454.11
147,929.40
145,831.80
144,883.97
Value of the lowest
income (real)
3,301,490.86
2,962,227.67
1,151,637.02
331,038.00
375,300.00
273,400.00
147,929.40
145,831.80
144,883.97
Average
(real)
4,346,586.71
3,646,888.09
2,695,999.20
609,267.80
527,996.61
480,745.12
147,929.40
145,831.80
143,886.24
income
Comments:
(a) The number of members on each board corresponds to the annual average number of members on each board, monthly determined, with two decimal
places.
(b) The value of the smallest annual individual income was calculated with the exclusion of members who held the position for less than 12 months.
13.12 Describe contractual arrangements, insurance policies or other instruments which are
mechanisms of remuneration or compensation for management in the event of dismissal or
retirement, indicating the financial consequences for the issuer
Two Executive Board members have in their contracts non-competition clauses that forbid the performance
of duties in the flat steel industries in Brazil, for a 12 month period, after the employment termination. Due to
this restriction, the Company agreed to pay a compensation amount in favor of those Executives equivalent
to 12 times the value of the monthly compensation to one of them, and 3 times the monthly compensation
per year as an Executive member of the Company to the other one.
13.13 Compared to the last 3 fiscal years, indicate the percentage of total compensation of each
body recognized in the issuer relating to members of the Board of Directors, Statutory Officers or the
Supervisory Board who are directly or indirectly related to the controlling shareholders, as defined in
accounting rules on this matter.
Fiscal year ended
(2014)
Fiscal year ended
(2013)
Fiscal year ended
(2012)
Board of Directors
80%
79%
79%
Supervisory Board
60%
60%
60%
Statutory Officers
62%
60%
64%
Board
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13.14 Compared to the last 3 fiscal years, indicate the amounts recognized in the issuer’s P&L as
compensation to members of the board of directors, the statutory officers or supervisory board,
grouped by board, for any reason other than the position they hold, such as commissions and
consulting or advisory services.
Amounts in reais
Board
Fiscal year ended (2014)
Board of Directors
198,395.29
171,547.76
102,943.48
Supervisory Board
-
-
-
Statutory Officers
-
-
-
13.15 Compared to the last 3 fiscal years, indicate the amounts recognized in the majority
shareholders’ P&L, whether direct or indirect, companies under common control and subsidiaries of
the issuer, as compensation for members of the Board of Directors, Statutory Officers or the
Supervisory Board of the Issuer, grouped by body, specifying that such amounts were paid to these
individuals.
Amounts in reais
2014
2013
2012
Board of Directors
37,597,071.07
28,453,450.33
32,079,698.30
Supervisory Board
463,408.61
414,975.65
256,887.04
-
-
1,551,669.70
Statutory Officers
Values converted to real at the exchange rate ruling on 05/28/2015.
No amounts were paid by subsidiaries or companies under common control.
13.16 Other Information that the Company deems significant.
Management members abroad will be entitled to exercise total stock options granted according to the
Company’s stock option plan, within no longer than 30 (thirty) days as from the end of their employment
relationship. (Clause 10.1 of the stock option plan will not be applied), as approved by the Board of Directors.
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14. Human Resources
14.1. Describe the Human Resources of the issuer, providing the following information:
a) Number of employees (total, by groups based on activity and geographic location)
At the end of 2014 the Usiminas companies had 20,225 employees. Of these, 12,176 employees belong to
the Company and 8,049 belong to its subsidiaries and affiliates.
Of total own staff, 94,9% is located in the Southeast region of Brazil, where Ipatinga/MG and Cubatão/SP
plants are located, besides Unigal and Usiminas Mecânica, both located in Ipatinga/MG.
Number of employees by type of employment
Parent company
Fiscal year ended
12/31/2014
Fiscal year ended
12/31/2013
Fiscal year ended
12/31/2012
(excludes those
on leave*)
(excludes those on
leave*)
(excludes those on
leave*)
16
17
16
210
212
202
Senior
2,145
2,135
2,249
Intermediate
1,782
2,068
2,687
245
282
338
7,778
7,831
8,322
12,176
12,545
13,814
Executive Board
Management
Administrative
Operational
Number of employees by type of employment
Subsidiaries
Fiscal year ended
12/31/2014
Fiscal year ended
12/31/2013
Fiscal year ended
12/31/2012
(excludes those on
leave*)
(excludes those on leave*)
(excludes those on
leave*)
1
2
2
93
113
129
Senior
874
1,046
1,126
Intermediate
606
807
1,219
Administrative
262
348
815
6,213
8,008
7,917
8,049
10,324
11,208
Executive Board
Management
Operational
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Number of employees by region
Parent company
Fiscal year ended
12/31/2014
Fiscal year ended
12/31/2013
Fiscal year ended
12/31/2012
(excludes those on
leave*)
(excludes those on
leave*)
(excludes those on
leave*)
13
10
10
12,162
12,534
13,800
Midwest Region
-
-
-
Northeast Region
1
1
4
Northern Region
-
-
-
12,176
12,545
13,814
Southern Region
Southeast Region
Number of employees by region
Subsidiaries
Fiscal year ended
12/31/2012
Fiscal year ended
12/31/2014
Fiscal year ended
12/31/2013
(excludes those on
leave*)
436
488
594
7,034
7,957
9,842
-
-
79
Northeast Region
27
32
72
Northern Region
552
1,847
621
8,049
10,324
11,208
Southern Region
Southeast Region
Midwest Region
b) Number of outsourced employees (total, by groups based on activity and geographic location)
The number of outsourced employees in Usiminas companies for the fiscal year ended December 31, 2014
was 17,507. For the fiscal year ended December 31, 2013 the number was 16,310, and for the year ended
December 31, 2012 was 18,816.
The Company does not currently have a structure of information to contractors, where it is possible to find
such information by groups based on activity performed and by geographic location.
c) Turnover rate
The Company turnover rate for the fiscal year ended December 31, 2014 was 7,43%.
d) Exposure to the issuer liabilities and labor contingencies
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For information about liabilities and labor contingencies of the Company, refer to section 4.3 to 4.7 of this
Reference Form.
14.2. Comment on any relevant changes occurred with respect to the figures disclosed in item 14.1
above
At the end of 2014, Usiminas companies’ staff was reduced by 2,644 employees, if we consider the
Company’s employees in service.
The distribution of the workforce, by geographic region, maintained the same trend over recent years,
concentrating in the Southeast of Brazil.
14.3. Describe the policy for the compensation of issuer’s employees, stating:
a) Policy on salaries and variable compensation
The Company’s compensation policy aims to ensure the competitiveness of salaries, benefits and short-term
incentives, as well as the attraction and retention of Human Resources needed to achieve strategic business
results, always based on similar market values.
The salary reference is the midline of a given market comprised of companies: of the same segment, of the
high technology sector, and of the same size, considering sales and number of employees. Periodical review
is performed to ensure the level of competitiveness of salaries paid.
Profit Sharing Plans
Usiminas has developed and maintains a profit sharing plan in order to allow employees obtain financial
gains and, from the business viewpoint, leverage the Company's results.
The program meets all the requirements of Laws No. 10101/2000 and 12832/13, regulating the issue, one of
its strengths being the direct negotiation with an employee committee, elected by and from among them, to
set and engage in goals to be met in each year. The labor union is entitled to appoint a representative as a
member of the committee and also participates in the whole negotiation process.
The program considers, in addition to the financial goals of each business, the operating targets and thus are
closer to the worker, allowing each of them to know what can actually be done to leverage the Usiminas
results and therefore improve their income.
b) Benefits Policy
A benefit policy ensures benefits and facilities to all employees of Usiminas companies in order to provide
them safety and well-being, both internally and externally. A benefit package is offered to its employees,
including medical, hospital and dental care, food vouchers, transportation, daycare, education and
participation in professional development, group life insurance and pension plan program.
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Pension Plans
The Company offers its employees pension plans administered by Usiminas Previdência, formerly Caixa dos
Empregados da Usiminas - CAIXA, and the associated Fundação Cosipa de Seguridade Social - FEMCO.
Administrative Rulings No. 165, published in the Federal Official Gazette of 3/30/2012, and Administrative
Ruling No. 273, published in the Federal Official Gazette of 5/30/2012, the National Supervisory Office for
Pension Funds - PREVIC approved the merger of FEMCO into Previdência Usiminas, effective on June 30,
2012, maintaining the rights and obligations of the Sponsors, Participants and Beneficiaries in relation to
their benefit plans.
The primary purpose of these plans is to provide additional income to the benefits granted by the INSS. Plan
participants are also employees of other sponsoring companies, including employees of Previdência
Usiminas. Contributions to the plans mentioned are made by their sponsors and employees, based on the
specific rules of each benefit plan.
Usiminas sponsors four complementary pension plans for its employees, namely: two defined benefit plans
called Benefit Plan 1 - PB1 and Defined Benefit Plan - PBD; a defined contribution: Mixed Social Security
Benefit Plan No. 1 - COSIPREV; and variable contribution plan: Benefit Plan 2 - USIPREV, the latter being
only open to new members.
At December 31, 2014 Previdência Usiminas administrated net assets of R$ 7.8 billion (R$ 7.4 billion in
2013) and had 40,554 participants, 20,891 active employees and 19,663 beneficiaries (42,758 participants,
23,144 active employees and 19,614 beneficiaries), ranking, in relation to the value of investments, 16th
among closed-end pension funds, and 7th place in the ranking of private entities, presented by the Brazilian
Association of Closed-end Supplementary Pension Entities - ABRAPP.
The usual contributions, and those intended for the Benefit Risk and Administrative Expenses held by the
Company Previdência Usiminas during the year ended December 31, 2014 for the four benefit plans totaled
R$ 33.8 million (R$ 33.5 million at December 31, 2013). The consolidated accounts for the year 2014 to all
the Sponsors for the four benefit plans contributions totaled R$ 46.7 million (R$ 47.8 million for the year
2013).
The benefit plan defined as PB1 was instituted in 1972, and sponsored by: the Company, Usiminas
Mecânica S.A. - UMSA, Fundação São Francisco Xavier, Cooperativa de Crédito de Livre Admissão do Vale
do Aço LTDA – SICOOB Vale do Aço, a Cooperativa de Consumo dos Empregados da Usiminas LTDA CONSUL, Associação dos Empregados do Sistema Usiminas – AEU and Previdência Usiminas itself in
relation to its employees. Since November 1996, the plan is closed to new participants.
The Company contributed R$ 170.4 million during the year ended December 31, 2014 (R$ 149 million in
2013) as an extraordinary contribution related to insufficient technical reserves (past service) calculated at
the end of 1994 (repayment plan approved by the Secretariat for Pension Funds - SPC - under the Ministry
of Social Security, which provides monthly payments for 19 years as from January 2002).
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At December 31, 2014, PB1 had 9,212 participants, 9,204 retirees and 8 active employees (9,264 at
December 31, 2013, with 9,252 retirees and 12 active employees).
At December 31, 2014, the PB1 plan had net assets of R$ 4.4 billion (R$ 4.3 billion at December 31, 2013).
In August 1998, Benefits 2 plan - USIPREV was instituted, which is now offered to employees of the
sponsoring companies. This plan also allowed the migration of the participants from the former PB1 plan,
and in that year, approximately 80.4% of the participants migrated to USIPREV plan. In addition to the
Sponsors mentioned in PB1, USIPREV is also sponsored by: Unigal Ltda., Automotiva Usiminas S.A. (in
process of Sponsorship withdrawal), Mineração Usiminas S.A., Soluções em Aço Usiminas S.A., and Rios
Unidos Logística e Transporte de Aço Ltda.
At December 31, 2014, USIPREV had 19,410 participants, 1,694 retirees and 17,716 active employees
(21,277 at December 31, 2013, with 1,604 retirees and 19,673 active employees).
At December 31, 2014, the USIPREV plan had net assets of R$ 1,4 billion (R$ 1,3 billion at December 31,
2013).
The defined benefit plan - PBD was established in 1975 and, since December 2000, has been closed to new
participants. Sponsors of PBD are Usiminas and Previdência Usiminas. Companhia Ferro e Aço Vitória COFAVI, former sponsor of PBD, is in bankruptcy proceedings. There are several lawsuits against the entity
resulting from this situation. It is noteworthy that there is no joint liability among the sponsors of this plan.
Also during the year 2014, only with regard to the defined benefit plan - PBD, the Company paid the debt,
duly contracted, amounting to R$ 24,4 million (R$ 21,5 million in 2013), for adjustment of the present value
reserve to cover the expenses with the fund relating to past services. The remaining balance of the debt at
December 31, 2014 amounted to R$ 238,9 million (R$ 256,1 million at December 31, 2013).
At December 31, 2014, the PBD plan had 8,018 participants, 7,923 retirees and 95 active employees (8,072
at December 31, 2013, with 7,960 retirees and 112 active employees).
At December 31, 2014, the PBD plan had net assets worth R$ 1.3 billion (R$ 1.3 billion at December 31,
2013).
In December 2000, the COSIprev Plan was created. This plan, similarly to USIPREV plan, also allowed
participants to migrate from of the former PBD plan in 2001. Approximately 81% of the participants migrated
to COSIprev.
COSIprev is sponsored by Usiminas, Usiminas Mecânica S.A., Soluções em Aço Usiminas S.A., Mineração
Usiminas and Previdência Usiminas itself for its employees.
At December 31, 2014, the COSIprev plan had 3,914 participants, 842 retirees and 3,072 active employees
(4,145 at December 31, 2013, with 798 retirees and 3,347 active employees).
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At December 31, 2014, the COSIprev plan net assets amounted to R$ 600 million (R$ 600 million at
December 31, 2013).
c) Characteristics of share-based compensation of non-employee directors
In fiscal year 2011 the Annual and Extraordinary General Meeting of April 14, 2011 approved the Plan for
Granting Company Stock Options.
The plan is an integral part of the total compensation of the Usiminas strategy and an important element to
maintaining the competitiveness of the company practices in the market, as well as attraction and retention
of professional who are key for the business.
The general plan rules were formally approved by the shareholders. The Board of Directors and Committee
are advised on technical and operational aspects of human resources, legal and financial areas of Usiminas,
or external consultants. Only the Board of Directors has decision-making powers on the plan, within the limits
approved by the shareholders.
All executives and employees are potentially eligible for the plan. However, those actually elected to receive
grants must be approved by the Board of Directors, as from executive board’s initial recommendation to the
Human Resources Committee.
The plan has annual grants of options (program), complying with the rules and especially the authorized
capital (number of shares) by the shareholders. All annual programs shall be approved by the Board of
Directors.
There are two events for options grant:
1) A quantity of share options related to the performance of the employee and the Company, which is
measure in his annual variable compensation (bonus). The employee receives the options without any
obligation of buying Company shares.
2) An extra amount of stock options is allowed to the eligible employees. They can apply a part (maximum of
50%) of their annual bonus received in the previous year to buy Company shares. The plan grants a quantity
of stock options in relation to quantity of shares acquired. The relationship between shares acquired and
stock options grant depends on the percentage of the bonus applied (maximum 1:2,5). The exercise price of
these options and period to exercise them are the same of point 1.
The exercise price for each individual year is approved by the Board of Directors using the previous month
average weighted price to the date of grant. The option life is 7 years and the vesting is defined in 3-year
time, 33% per year from the date of grant.
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14.4. Describe the relationship between the issuer and unions
Usiminas relationship with the various unions that make up its base always guided by transparency, respect
for freedom of association, ethics and constant dialogs. The Company maintains regular dialog channels, so
that any conflicts or deadlocks are resolved through negotiations. Monthly meetings with the various unions
representing each base are held at each base, as a channel to address daily issues and resolve them.
Five base dates are adopted for the negotiation of collective bargaining agreement with the unions, namely:
May, August, September, October and November. The dialog occurs with 12 major unions, linked to 5
different union associations in 6 states of Brazil.
On these occasions of formal negotiation, Usiminas is signatory to collective bargaining agreements
negotiated directly between the company and its unions, and also of collective labor conventions, negotiated
between the trade unions and their respective unions.
Always guided by transparency, professionalism and ethics, Usiminas developed and applies a Code of
Business Conduct, developed with the involvement of employees, which deals with the participation in
unions, highlighting:
a - Usiminas values the role of unions as organizations representing the interests of its employees.
b - The Company recognizes the right of employees to freedom of association and respect of union
membership, not practicing any kind of discrimination against unionized employees.
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15. Control
15.1/2. Identify the shareholder or group of controlling shareholders, indicating for each: (a) name; (b) nationality; (c) Individual / Corporate
Taxpayer’s ID (“CPF/CNPJ”); (d) number of shares held, by class and type; (e) percentage held in relation to the relevant class or kind; (f)
percentage held in relation to total capital; (g) whether it is part of the shareholders' agreement and
In a table, list containing the information of the shareholders or groups of shareholders acting together or representing the same interest, with
interest equal to or exceeding 5% of the same class or type of shares that are not listed in item 15.1:
Date of last
amendment
Common
share
%
Participation
in same type /
class
Yes
10/31/2014
136,131,296
26.94
-
-
-
0
13.43
0
Yes
Yes
01/16/2012
10,000,000
1.98
-
-
-
0
0.99
0
Yes
Yes
01/16/2012
34,109,762
6.75
-
-
-
0
3.36
0
American
No
No
03/23/2015
0
0
58,313,699
11.47
-
0
5.75
58,313,699
05.473.413/0001-07
Japonese
Yes
Yes
01/16/2012
27,347,796
5.41
307,926
0.06
-
0
2.73
307,926
Prosid Investiments S.C.A.
14.759.342/0001-02
Uruguayan
Yes
Yes
01/16/2012
20,000,000
3.96
-
-
-
0
1.97
0
Metal One Corporation
05.733.199/0001-80
Japonese
Yes
Yes
09/30/2010
759,248
0.15
-
-
-
0
0.07
0
Nippon Usiminas Co. Ltd.
05.527.337/0001-75
Japonese
Yes
Yes
09/30/2010
119,969,788
23.74
2,830,832
0.56
-
0
12.11
2,830,832
Mitsubishi Corporation do Brasil S.A.
61.090.619/0001-29
Brazilian
Yes
Yes
09/30/2010
7,449,544
1.47
-
-
-
0
0.73
0
Confab Industrial S.A.
60.882.628/0001-90
Brazilian
Yes
Yes
01/16/2012
25,000,000
4.95
-
-
-
0
2.47
0
Companhia Siderúrgica Nacional ("GRUPO")
33.042.730/0001-04
Brazilian
No
No
11/21/2011
71,390,302
14.13
105,215,700
20.69
-
0
17.42
105,215,700
Treasury stock
-
-
-
-
-
2,526,656
0.5
23,705,728
4.66
-
0
2.59
23,705,728
Other
-
-
-
-
-
50,576,292
10.02
318,073,158
62.56
78,463
100
36.38
318,151,621
505,260,684
100
508,447,043
100
78,463
100
100
508,525,506
Shareholder
Corporate Taxpayer
ID ("CNPJ")
Nationality
Participates in
a
Shareholders'
Agreement
Ternium Investiments S.àr.l
12.659.927/0001-17
Luxembourgian
Yes
Siderar S.A.I.C.
05.722.544/0001-80
Argentinean
Previdência Usiminas
16.619.488/0001-70
Brazilian
Pzena Investment Management, LLC
19.847.901/0001-41
Nippon Steel Corporation
Controlling
shareholder
Total
Class A
preferred
shares
%
Participatio
n in same
type / class
Class B
preferred
shares
%
Participatio
n in same
type / class
% in
relation to
total capital
Shareholder
For the controlling shareholders, the table above shows the total number of shares linked and non-linked to the Company’s control block.
CSN has their political rights suspended in accordance with CADE decision issued in 2014.
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(h) if the shareholder is a legal entity, a list containing the information referred to in subitems "a” to "d "about
their direct and indirect majority shareholders, including individual controlling shareholders, yet such
information is treated as confidential by operation of the legal business or by the law of the country where the
partner or majority shareholder are appointed or domiciled.
Nippon Usiminas CO., LTD.
Shares in units
Base Date: 12/31/2014
Shareholder
Nationality
Corporate
Taxpayer ID
("CNPJ")
Common shares
Total
Quantity
%
Quantity
%
300,914
100.00
300,914
100.00
300,914
100.00
300,914
100.00
Nippon Steel & Sumitomo Metal
Corporation - NSSMC
Total
Japanese
Not enrolled
Nippon Steel & Sumitomo Metal Corporation (NSSMC) is a publicly-traded Company listed on the Tokyo
Stock Exchange – Japan. It is the parent company of the Nippon Steel Group, whose main business is the
production of steel, in addition to meeting the Engineering, Construction, Chemical, Systems Technology
and other sectors, through various other subsidiaries. Nippon Steel & Sumitomo Metal Corporation's major
shareholders are as follows:
Main Shareholders
%
Japan Trustee Services Bank, Ltd.
3.9%
The Master Trust Bank of Japan, Ltd.
3.2%
Sumitomo Corporation
2.8%
Nippon Life Insurance Company
2.7%
Mizuho Bank, Ltd.
1.9%
Sumitomo Mitsui Banking Corporation
1.5%
Meiji Yasuda Life Insurance Company
1.5%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
1.4%
Kobe Steel, Ltd.
1.4%
The Bank of New York Mellon SA/NV10
1.1%
Mitsubishi Corporation do Brasil S.A. – CNPJ 61.090.619/0001-29
Mitsubishi Corporation do Brazil S.A., whose major shareholders are Mitsubishi Corporation with 83.18%
stake in the capital, and Mitsubishi International Corporation (US), with a 16.82% stake in the capital.
Mitsubishi International (US) major and sole shareholder is Mitsubishi Corporation with a 100% stake in the
capital of the former.
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Metal One Corporation
SHARES IN UNITS
Basic Date: 12/31/2014
Shareholder
Nationality
Corporate
Taxpayer ID
("CNPJ")
Mitsubishi Corporation
Japanese
Sojitz Corporation
Japanese
Common shares
Total
Quantity
%
Quantity
%
Not Enrolled
1,200,000
60.00
1,200,000
60.00
Not Enrolled
800,000
40.00
800,000
40.00
2,000,000
100.00
2,000,000
100.00
Total
The major shareholders of Mitsubishi Corporation are listed above. Sojitz Corporation's major shareholders
are as follows:
Major Shareholders
%
Japan Trustee Services Bank,Ltd.
11.52%
The Master Trust Bank of Japan, Ltd.
3.05%
Trust & Custody Services Bank, Ltd.
1.63%
Bbh Boston Custodian for Gmo Intl Intrinsic Value Fund
1.49%
State Street Bank and Trust Company 505223
1.46%
Melon Bank, N.A., na qualidade de representante da Melon Omnibus US Pension
1.2%
Individual stock ownership
1.18%
The Chase Manhattan Bank, n.a. London Secs Lending Omnibus Account
1.0%
Nomura Singapore Limited Customer Segregated A/C FJ-1309
0.86%
State Street Bank and Trust Company 505225
0.84%
Confab Industrial S.A. - CNPJ 60.882.628/0001-90
SHARES IN UNITS
Basic Date: 12/31/2015
Shareholder
Common shares
Total
Quantity
%
Quantity
%
Siderca S.A.I.C.(1)
167,308,639
41.91
167,308,639
41.91
Tenaris Investments S.à rl. (2)
231,901,398
58.09
231,901,398
58.09
Total
399,210,037
100.00
399,210,037
100.00
(1) Argentinean Siderca S.A.I.C.’s major shareholders are Luxembourgian Tenaris Investments S.à.rl, and
Uruguayan Tenaris Global Services S.A., both wholly owned subsidiaries of Tenaris S.A., who own
approximately 97.49% and 2.50%, respectively, of the issued shares of Siderca S.A.I.C.
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(2) Tenaris Investments S.à rl. is a Luxembourgian company owned by Tenaris S.A who own approximately
100% of its shares.
Tenaris S.A. is a publicly-traded company listed on the New York Stock Exchange (NYSE) - United States of
America, on the Buenos Aires Stock Exchange - Argentina, on the Milan Stock Exchange (MTA) - Italy, and
on the Mexico Stock Exchange - Mexico. Tenaris S.A. is the parent company of the Tenaris Group, which,
through various subsidiaries mainly engaged in the production and supply of steel pipes and the service
provision to the global energy industry, as well as to certain industrial applications.
Tenaris S.A. is controlled by Luxembourg-based corporation San Faustin S.A., ("San Faustin"), which
indirectly owns through its wholly-owned subsidiary Techint Holdings S.à rl approximately 60.5% of the
shares of Tenaris S.A.
Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, a Dutch private foundation ("RP
STAK"), owns shares of San Faustin sufficient to control San Faustin. No individual or group of individuals
controls RP STAK.
PROSID INVESTMENTS S.A.
CNPJ 14.759.342/0001-02
03/31/2015
Prosid Investments S.A. (former name: Prosid Investments SCA) is a Uruguayan company, whose major
shareholder is Siderar S.A.I.C. with 99.99% equity.
SIDERAR S.A.I.C.
CNPJ 05.722.544/0001-80
03/31/2015
Siderar S.A.I.C. is a publicly-traded company based in Argentina and listed on the Buenos Aires Stock
Exchange - Argentina. Siderar S.A.I.C. major shareholders are Ternium International España, SLU, a whollyowned Spanish subsidiary of Ternium Investments S.à r.l., which owns approximately 60.94% of the shares
of Siderar S.A.I.C., and the Administración Nacional de la Seguridad Social (ANSeS), an Argentinean
government entity which owns approximately 26.03% of the shares of Siderar S.A.I.C. The controlling equity
of Ternium Investments S.à r.l. is broken down below:
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TERNIUM INVESTMENTS S.À R.L.
CNPJ 12.659.927/0001-17
03/31/2015
Ternium Investments S.à R. L. is a Luxembourg-based limited liability company whose sole shareholder is
Ternium S.A., which owns 100% of equity interest.
Ternium S.A. is a publicly-traded company listed on the New York Stock Exchange (NYSE) - United States
of America. Ternium S.A. is the parent company of the Ternium Group, which, through various subsidiaries,
engages mainly in the production of flat and long steel, with production centers located in Argentina,
Colombia, the United States of America, Guatemala and Mexico.
Ternium S.A. is a subsidiary of San Faustin, which indirectly holds, through its wholly-owned subsidiary
Techint Holdings S.à rl based in Luxembourg, approximately 62% of the shares of Ternium S.A. (includes
11.46% equity interest through Tenaris Investments S.à r.l).
RP STAK holds San Faustin shares in a sufficient number to control San Faustin. No individual or group of
individuals controls RP STAK.
Usiminas employees’ pension fund existing and organized in accordance with the laws of the Federative
Republic of Brazil.
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15.3. In a table, describe how capital is held, as decided at the last general meeting of shareholders:
In units
Date of last meeting
28/04/2015
Amount held by
individual
shareholders
Amount held by
legal entity
shareholders
Amount held by
institutional
investors
41.777
952
686
Outstanding shares
Outstanding shares corresponding to all issuer's shares, except those owned by the majority shareholder,
related parties, the issuer’s management and treasury stock.
Quantity
%
Common
121,966,457
24.14
Preferred
481,462,198
94.68
Class A Preferred shares
481,380,035
94.68
82,163
100.00
603,428,655
59.52
Shares
Classe B Preferred shares
Total
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15.4. If the issuer so wishes, insert an organization chart of the issuer’s shareholders, identifying all
direct and indirect controlling shareholders and the shareholders owning equity equal to or higher
than 5% of a class or type of shares, provided that compatible with the information presented in
items 15.1 and 15.2
The Company has the option to not disclose the organization chart of its shareholders.
15.5. In connection with any shareholders agreement filed at the headquarters of the issuer or to
which the majority shareholder is a party to, regulating the exercise of voting rights or the transfer of
Company shares, include:
I – Usiminas’ Shareholders Agreement:
a) Parties
Confab Industrial S.A. ("Confab"), Prosid Investments S.C.A. ("Prosid"), Siderar S.A.I.C. ("Siderar") and
Ternium Investments S.à R. L. ("Ternium Investments" and, together with Confab, Prosid and Siderar, the
"Ternium/Tenaris Group"), Previdência Usiminas, Metal One Corporation ("Metal One "), Mitsubishi
Corporation do Brasil, S.A. ("Mitsubishi"), Nippon Steel & Sumitomo Metal Corporation ("NSSMC") and
Nippon Usiminas Co., Ltd. ("UN", and together with Metal One, Mitsubishi and NSSMC, the "NSSMC
Group"), and as a consenting party, Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas ("Usiminas "and
"Shareholders Agreement").
b) Date of execution
January 16, 2012
c) Duration
The Shareholders Agreement will be valid until November 6, 2031 ("Termination Date"), subject to renewal
for successive periods of five (5) years, unless shareholders representing more than ten percent (10%) of all
shares addressed by the Shareholders Agreement ("Voting Shares") shares notify in writing about their
decision not to renew this Agreement, no shorter than 180 (one hundred eighty) days after the termination
Date or the date of expiry of any such additional period thereafter.
Notwithstanding the foregoing, from November 6, 2016 Previdência Usiminas, through delivery to all other
signatories to the Shareholders Agreement and to Usiminas of prior notice in writing to that effect will have
the option (but not the obligation), under and subject to the conditions set out in the Shareholders
Agreement, to relieve all (but not less than all) of its Voting Shares addressed by such document.
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d) Description of the terms relating to the exercise of voting rights and the power to control
The Shareholders' Agreement provides for the prior meeting between the representatives of their parties to
determine the position to be expressed in the Usiminas’ General Meeting or the Board of Directors Meeting
("Prior Meeting "). Matters submitted to the Prior Meeting are subject to approval by shareholders who in the
aggregate own no less than sixty-five percent (65%) of total Voting Shares ("Ordinary Resolution "), and
certain matters submitted to the Prior Meeting, as provided for in the Shareholders Agreement, may only be
approved upon the affirmative vote of shareholders representing in the aggregate at least ninety percent
(90%) of the total number of Voting Shares.
e) Description of the terms relating to the appointment of management
The Shareholders Agreement provides as follows regarding the appointment of Usiminas management:
(i) Board of Directors: While the NSSMC Group and the Ternium/Tenaris Group own at least twenty-five
percent (25%) of the total number of Voting Shares each, (i) NSSMC and the Ternium Group/Tenaris will
jointly indicate most members of the Board of Directors (i.e., no less than one half plus one of the total
number of members of the Board of Directors to be elected by the shareholders at the General Meeting) and
their respective deputies, and (ii) NSSMC and the Ternium/Tenaris Group individually appoint, any case,
equal number of members of the Board of Directors (and their deputies); provided that NSSMC and the
Ternium/Tenaris Group appoint, in any case, no less than three (3) members of the Board of Directors (and
their deputies) each; also observing that the members of the Board of Directors appointed by NSSMC will
include (and will not be added to) the member that NU has the right to elect in accordance with article 27 of
Usiminas’ articles of incorporation.
Additionally, while Previdência Usiminas holds ten percent (10%) or more of the total number of Voting
Shares and (b) any person or group of persons entitled to elect one member of the Board in accordance with
paragraph 1, article 12 of the Usiminas’ articles of incorporation have exercised (or has submitted a written
statement of what it intends to exercise), that right in a General Meeting that will elect members of the Board
of Directors, then Previdência Usiminas shall appoint two (2) members of the Board of Directors (and their
respective deputies). If, however, any person or group of persons have chosen (or have submitted written
indication of what it intends to elect) a member of the Board of Directors, based on paragraph 1, article 12,
then Previdência Usiminas shall appoint one (1) member of the Board of Directors (and the respective
deputy). Nothing will prevent Previdência Usiminas from representing Usiminas employees or from electing a
member of the Board of Directors on its behalf; provided, however, that the member(s) appointed by
Previdência Usiminas will understand (and will not be added to any member Previdência Usiminas appoints
on behalf of Usiminas employees.
The appointment of the Chairman of the Board of Directors shall be approved at the Prior Meeting by
Ordinary Resolution, among the individuals appointed to be elected as members of the Board of Directors.
(ii) Officers: NSSMC and the Ternium/Tenaris Group will have the right to appoint by consensus the CEO of
Usiminas, who, in his turn, shall appoint the other members of the Board for the same period (and the
election of these members shall be approved at the Prior Meeting by Ordinary Resolution), observing that
NSSMC and Ternium will have the right of each of them appointing one (1) member of the Board (whose
election will not be subject to approval at the Prior Meeting).
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f) Description of the terms relating to the transfer of shares and the preference for purchasing them
If any shareholder belonging to the NSSMC Group, the Ternium/Tenaris Group or Previdência Usiminas
Group intends in good faith and receives a written offer to transfer the whole or any part of its Voting Shares
to a third party (i.e., a person that is not an affiliate of such shareholder and/or does not belong to the same
group as that of the shareholder), the mechanism for offering preemptive right, pursuant to the Shareholders
Agreement, shall be observed. Additionally, if a change of control or bankruptcy event (as such terms are
defined in the Shareholders Agreement) occurs in relation to one of the signatories to this agreement, unless
the signatories agree otherwise in writing within thirty (30) days following the date on which they have been
notified of the occurrence of the events in question, the provisions relating to the preemptive right shall apply
mutatis mutandis.
g) Description of clauses that restrict or bind voting rights of members of the board
The Prior Meeting mechanism described under "Description of the clauses relating to the exercise of voting
rights and the power of control"(15.5.1 (d)) above applies in relation to meetings of the Usiminas Board of
Directors.
II - The Ternium/Tenaris Group Shareholders Agreement
a) Parties
Confab, Prosid, Siderar and Ternium Investments
b) Date of execution
January 16, 2012
c) Duration
The Ternium/Tenaris Group Shareholders Agreement of the shall be effective for the period the parties to
such agreement remain as shareholders of Usiminas.
d) Description of the terms relating to the exercise of voting rights and the controlling power
The Ternium/Tenaris Group Shareholders Agreement provides that a prior meeting shall be held between
the representatives of their parties to determine Ternium/Tenaris Group vote in Prior Meetings held under
the provisions of the Shareholders Agreement described in item 15.5.1 above (hereinafter "Usiminas
shareholders Agreement "). Furthermore, quorums and voting restrictions in Prior Meetings addressed by the
Usiminas Shareholders Agreement apply, whenever appropriate, to the Ternium/Tenaris Group
Shareholders Agreement. Finally, the Ternium/Tenaris Group Shareholders Agreement contemplates that
the parties shall negotiate in good faith and shall make their best efforts to achieve consensus if any project
or operation to be voted under the Ternium/Tenaris Group Shareholders Agreement and the Usiminas
Shareholders Agreement may result (if passed) to the prejudice to any party.
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e) Description of the clauses relating to the appointment of management
The Ternium/Tenaris Group Shareholders Agreement contains the following provisions for the appointment
of Usiminas management:
(i) Board of Directors: The Ternium/Tenaris Group Shareholders Agreement provides that (A) Confab shall
be entitled to appoint one (1) member to the Board of Directors of Usiminas, (B) Siderar and Ternium
Investments shall be entitled to appoint, by consensus, one (1) member of the Board of Directors of
Usiminas and (C) Ternium Investments shall have the right to appoint the remaining members of the Board
of Directors to be appointed by the Ternium/Tenaris Group under the Usiminas Shareholders Agreement.
(ii) Supervisory Board: Ternium Investments shall have the right to appoint members of the Supervisory
Board, following the appointment by the Ternium/Tenaris Group pursuant to the Usiminas Shareholders
Agreement, and Confab and Siderar shall have veto right with respect to that appointment.
(iii) Officers: Should the Ternium/Tenaris Group have the right to appoint the CEO of Usiminas by consensus
with Nippon Steel & Sumitomo Metal Corporation, such appointment shall be made by Ternium Investments.
f) Description of the clauses relating to the transfer of shares and the preemptive right
The Ternium/Tenaris Group Shareholders Agreement contains the following provisions for the transfer of
Usiminas shares by members of Ternium/Tenaris Group:
(i) Put Option: according to the Ternium/Tenaris Group Shareholders Agreement , should a change of control
occurs with respect to Ternium Investments, Confab and Siderar shall have the option to sell all of their
Usiminas shares to Ternium Investments during twenty four (24) months after such change of control at a
price per share equivalent to weighted average volume of trading price at closing for the last 12 months on
the BM&FBovespa immediately prior to the date on which the change of control has occurred, plus a
premium on said average established in the agreement.
(ii) Tag Along right: the Ternium/Tenaris Group Shareholders Agreement also provides that, if Ternium
Investments intends to sell its Usiminas shares to any person other than an affiliate of Ternium Investments,
Confab and Siderar shall have the option to include their Usiminas shares in this transaction and sell them
for the same price and on other terms and conditions applicable to Ternium Investments.
g) Description of clauses that restrict or bind the voting rights of members of the board
The mechanism of prior meeting between representatives of the Ternium/Tenaris Group described under
"Description of the clauses relating to the exercise of voting rights and the power of control” above shall
apply in relation to meetings of the Usiminas’ Board of Directors.
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15.6. Indicate significant changes in shareholdings of members of the group of control and issuer’s
management
On January 16, 2012, as disclosed by the Company in a material news release, the Ternium/Tenaris Group
acquired the common shares of the Company previously held by the V/C Group and part of the common
shares held by Previdência Usiminas, totaling approximately 27.66% of common shares of Usiminas, which
represent approximately 13.78% stake in Usiminas, for R$ 36.00 per share, totaling R$ 5,030,686,656.00.
Also, the shareholder Nippon Steel & Sumitomo Metal Corporation acquired from Previdência Usiminas
approximately 1.69% of the common shares of Usiminas, corresponding to approximately 0.84% of total
share capital, at a price of R$ 36.00 per share, totaling R$ 306,987,840.00.
On October 31, 2014 , as disclosed by the Company in a material news release, Ternium S.àr.l Investments
acquired common shares previously held by Caixa de Previdência dos Funcionários do Banco do Brasil –
PREVI. (i) Previ holds 1,379,592 common shares, representing approximately 0.27% of the Company’s
common shares (ii) Ternium holds 136,131,296 common shares (compared to the 84,741,296 common
shares held prior to completion of the transaction), representing approximately 26.94% of the common
shares of the Company (as compared with 16.77 % before the transaction).
The breakdown of the controlling group at the closing date of the last 3 fiscal years was as follows:
Controlling group
2012
SHAREHOLDER
Nippon Usiminas
Nippon Steel Corporation
Mitsubish Corporation do Brasil
S/A
Metal One
Number of Voting
Shares
Percentage in
Total Common
Shares
Percentage in
Total Shares
119,969,788
23.74%
20,621,196
7,449,544
2013
Number of Voting
Shares
Percentage in
Total Common
Shares
Percentage in
Total Shares
11.83%
119,969,788
23.74%
4.08%
2.03%
20,621,196
1.47%
0.73%
7,449,544
2014
Number of Voting
Shares
Percentage in
Total Common
Shares
Percentage in
Total Shares
11.83%
119,969,788
23.74%
11.83%
4.08%
2.03%
20,621,196
4.08%
2.03%
1.47%
0.73%
7,449,544
1.47%
0.73%
759,248
0.15%
0.07%
759,248
0.15%
0.07%
759,248
0.15%
0.07%
148,799,776
29.45%
14.68%
148,799,776
29.45%
14.68%
148,799,776
29.45%
14.68%
Confab Industrial S.A.
25,000,000
4.95%
2.47%
25,000,000
4.95%
2.47%
25,000,000
4.95%
2.47%
Prosid Investments S.C.A.
20,000,000
3.96%
1.97%
20,000,000
3.96%
1.97%
20,000,000
3.96%
1.97%
Siderar S.A.I.C.
10,000,000
1.98%
0.99%
10,000,000
1.98%
0.99%
10,000,000
1.98%
0.99%
Ternium Investments S.àr.l
84,741,296
16.77%
8.36%
84,741,296
16.77%
8.36%
84,741,296
16.77%
8.36%
139,741,296
27.66%
13.79%
139,741,296
27.66%
13.79%
139,741,296
27.66%
13.79%
34,109,762
6.75%
3.36%
34,109,762
6.75%
3.36%
34,109,762
6.75%
3.36%
Grupo Nippon
Ternium/Techint
Total
34,109,762
6.75%
3.36%
34,109,762
6.75%
3.36%
34,109,762
6.75%
3.36%
322,650,834
63.86%
31.83%
322,650,834
63.86%
31.83%
322,650,834
63.86%
31.83%
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15.7. Provide other information as issuer may deem significant
No further significant information.
16. Transactions with Related Parties
16.1. Describe the rules, policies and practices of the issuer as to Transactions with related parties,
as defined by the accounting rules addressing the subject
The Company's corporate governance practices and those recommended and/or required by law, including
those set out in the Rules of the Corporate Governance Level 1 of BM&FBOVESPA.
In addition to the obligations provided for by law, the Company adopts specific procedures for carrying out
transactions with related parties. According to the Company's articles of incorporation, the Board of Directors
approve any business or transaction involving, on one side, the Company or its controlled companies, and
on the other hand, Related Parties. Still, if the Related Party is a member of the Board of Directors or
shareholder who has no relationship with the Board of Directors, it shall not participate in the decision
regarding the business or operation in question, and such circumstances shall be noted in the minutes of the
Directors' Board meeting. For the purposes of the articles of incorporation, Related Parties are: a) Any
shareholder of the Company who is a member of the controlling group or who holds shares representing
more than five percent (5%) of the voting capital and total capital; b) any directors of the Company, whether
a principal or deputy, or the shareholders mentioned in item "a” above, as well as their spouses and relatives
up to second degree; c) any subsidiaries, parents, affiliates or companies under common control of any of
the persons mentioned in items "a" and "b" above.
The articles of incorporation also provide that the Company shall not grant loans to its directors, members of
the controlling group or to any person related to them, whether directly or indirectly.
Also the Company’s bylaws of the Board of Directors state that, in case of conflict of interest, the board
members shall: (i) declare such conflict; (ii) refrain from participating, discussing and voting on the matter; (iii)
formally state the conflict in the minutes of the meeting.
Furthermore, the board members shall not: (i) perform any act using the company's assets, to the detriment
of the company; (ii) receive, by virtue of their office, any direct or indirect personal advantage from third
parties without an express authorization in the articles of incorporation or given by a general meeting; and
(iii) take part in any corporate transaction involving a conflict of interest with the Company, or in related
decisions made with other members of the board.
Finally, the Shareholders' Agreement establishes that the Company's transactions with related parties will
not be taken at previous meetings of shareholders and should be freely voted by the Board of Directors as
they consider appropriate without any binding or binding unified positioning of the previous shareholders
controllers.
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16.2. Report, in relation to transactions with related parties, that according to accounting standards should be disclosed in the issuer’s individual or consolidated financial
statements and which have been carried out in the last 3 fiscal years or are in effect in the current fiscal year:
Name Related Party
Relationship
with the
Issuer
AUTOMOTIVA USIMINAS S/A
Subsidiary
AUTOMOTIVA USIMINAS S/A
Subsidiary
CODEME ENGENHARIA S/A
Affiliate
Affiliate
Affiliate
Transaction
Date
Object of the Contract
Amount
Involved in the
Business (in
Reais)
Existing
balance
Amount of
Related Party
Related
Warranties
and Insurance
1/1/2012
SALE OF STEEL
PRODUCTS
84,732,000.00
0.00
84,732,000.00
None
1/1/2013
SALE OF STEEL
PRODUCTS
86,289,000.00
0.00
86,289,000.00
None
1/1/2012
SALE OF STEEL
PRODUCTS
43,475,000.00
0.00
43,475,000.00
None
1/1/2013
SALE OF STEEL
PRODUCTS
39,356,000.00
0.00
39,356,000.00
None
1/1/2014
SALE OF STEEL
PRODUCTS
30,082,000.00
0.00
30,082,000.00
None
1/1/2015
SALE OF STEEL
PRODUCTS
9,223,000.00
0.00
9,223,000.00
None
INVESTMENT - CIVIL
ENGINEERING
5,490,000.00
0.00
5,490,000.00
None
21,500,000.00
0.00
21,500,000.00
None
100,000,000.00
0.00
100,000,000.00
None
ORE SHIPMENT
15,035,967.27
0.00
15,035,967.27
None
25,000,000.00
0.00
25,000,000.00
None
Affiliate
Affiliate
COMPANHIA SIDERÚRGICA NAC
Non-controlling
shareholder
Non-controlling
shareholder
10/3/2011
Non-controlling
shareholder
1/5/2012
10/16/2014
3/15/2011
ORE SHIPMENT
MIN. FE BITOLADO
CASA DE PEDRA
Non-controlling
shareholder
3/12/2012
MIN. FE BITOLADO
CASA DE PEDRA
Non-controlling
shareholder
4/5/2012
MIN. FE BITOLADO
CASA DE PEDRA
24,000,000.00
0.00
24,000,000.00
None
65,000,000.00
0.00
65,000,000.00
None
Non-controlling
shareholder
5/2/2012
PYMNT. TX. SERV.
PORT
Non-controlling
shareholder
5/28/2012
MIN. FE BITOLADO
CASA DE PEDRA
16,326,779.91
0.00
16,326,779.91
None
25,000,000.00
0.00
25,000,000.00
None
21,000,000.00
0.00
21,000,000.00
None
Non-controlling
shareholder
7/30/2012
MIN. FE BITOLADO
CASA DE PEDRA
Non-controlling
shareholder
8/6/2012
MIN. FE BITOLADO
CASA DE PEDRA
Duration
12/31/2012
12/31/2013
12/31/2012
12/31/2013
12/31/2014
3/31/2015
5/31/2015
3/15/2012
1/30/2012
12/31/2012
3/31/2012
4/30/2012
12/31/2013
6/30/2012
8/31/2012
8/31/2012
Termination or
revocation conditions
Nature and Reasons
for the operation
Interest rate
charged
None
Not a loan or guarantee
None
None
None
None
None
242
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Non-controlling
shareholder
8/31/2012
MIN. FE BITOLADO
CASA DE PEDRA
17,331,471.02
0.00
17,331,471.02
None
Non-controlling
shareholder
10/2/2012
MIN. FE BITOLADO
CASA DE PEDRA
14,229,492.61
0.00
14,229,492.61
None
11,386,915.91
0.00
11,386,915.91
None
Non-controlling
shareholder
10/29/2012
MIN. FE BITOLADO
CASA DE PEDRA
Non-controlling
shareholder
5/27/2013
MIN. FE BITOLADO
CASA DE PEDRA
10,362,727.27
0.00
10,362,727.27
None
12,206,818.18
0.00
12,206,818.18
None
Non-controlling
shareholder
6/25/2013
MIN. FE BITOLADO
CASA DE PEDRA
Non-controlling
shareholder
8/5/2013
MIN. FE BITOLADO
CASA DE PEDRA
13,438,571.43
0.00
13,438,571.43
None
MIN. FE BITOLADO
CASA DE PEDRA
45,714,285.71
0.00
45,714,285.71
None
PORT SERVICE TO
IMPORT AND
EXPORT
30,000,000.00
24,905.42
30,000,000.00
None
PORT SERVICE TO
IMPORT AND
EXPORT
33,000,000.00
25,536,136.95
33,000,000.00
None
1/1/2012
SALE OF STEEL
PRODUCTS
447,295,000.00
0.00
447,295,000.00
None
1/1/2013
SALE OF STEEL
PRODUCTS
294,881,000.00
0.00
294,881,000.00
None
1/1/2014
SALE OF STEEL
PRODUCTS
153,791,000.00
0.00
153,791,000.00
None
SALE OF STEEL
PRODUCTS
130,218,000.00
0.00
130,218,000.00
None
12,381,455.00
0.00
12,381,455.00
None
467,400,000.00
506,844,000.00
467,400,000.00
None
Non-controlling
shareholder
10/15/2013
Non-controlling
shareholder
12/5/2013
Non-controlling
shareholder
CONFAB INDUSTRIAL S A
Controlling
shareholder
Controlling
shareholder
4/3/2014
Controlling
shareholder
Controlling
shareholder
1/1/2015
Controlling
shareholder
3/2/2012
COSIPA COMMERCIAL
Subsidiary
COSIPA OVERSEAS LTD.
Subsidiary
Subsidiary
Subsidiary
EXIROS B.V
Other related
parties
6/14/2006
5/11/2000
8" PIPELINE
LOAN AGREEMENT
LOAN AGREEMENT
75,376,000.00
0.00
75,376,000.00
None
1/1/2012
SALE OF STEEL
PRODUCTS
412,785,000.00
0.00
412,785,000.00
None
1/1/2013
SALE OF STEEL
PRODUCTS
74,484,000.00
0.00
74,484,000.00
None
4/12/2013
CONSULTING
SERVICES –
PURCHASE
11,138,435.00
3,393,245.87
11,138,435.00
None
9/30/2012
10/31/2012
11/30/2012
6/30/2013
7/31/2013
8/31/2013
3/31/2014
12/31/2014
12/31/2014
12/31/2012
12/31/2013
12/31/2014
3/31/2015
9/30/2012
6/14/2016
1/15/2012
12/31/2012
12/31/2013
6/30/2016
None
None
None
None
Breach of Contract
Working capital
4,275% p.a.
Breach of Contract
Working capital
1,75% e 2,50% + Libor
p.a.
None
None
None
243
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
DEPARTMENT
FERRASA (COLÔMBIA – PANAMÁ)
Other related
parties
METAL ONE SHIBAURA BRASIL
Other related
parties
METFORM S/A
Affiliate
METFORM S/A
Affiliate
METFORM S/A
Affiliate
METFORM S/A
METFORM S/A
Affiliate
Affiliate
MINERACAO USIMINAS S A
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
1/1/2014
SALE OF STEEL
PRODUCTS
21,094,000.00
0.00
21,094,000.00
None
1/1/2015
SALE OF STEEL
PRODUCTS
6,546,192.04
0.00
6,546,192.04
None
1/1/2012
SALE OF STEEL
PRODUCTS
21,465,000.00
0.00
21,465,000.00
None
1/1/2013
SALE OF STEEL
PRODUCTS
25,793,000.00
0.00
25,793,000.00
None
1/1/2014
SALE OF STEEL
PRODUCTS
38,145,000.00
0.00
38,145,000.00
None
1/1/2015
SALE OF STEEL
PRODUCTS
4,916,000.00
0.00
4,916,000.00
None
TELHA CHAPA
TRAPEZ AÇO
USIGAL-GI CF-01
2,000,000.00
0.00
2,000,000.00
None
9/30/2011
FINE IRON ORE MUSA
260,000,000.00
0.00
260,000,000.00
None
9/30/2011
FINE IRON ORE MUSA
115,000,000.00
0.00
115,000,000.00
None
12/29/2011
SHARED SERVICE
SHARED SERVICE
40,000,000.00
0.00
40,000,000.00
None
1/5/2012
FINE IRON ORE MUSA
35,000,000.00
0.00
35,000,000.00
None
1/5/2012
FINE IRON ORE MUSA
65,000,000.00
0.00
65,000,000.00
None
1/26/2012
FINE IRON ORE MUSA
70,000,000.00
0.00
70,000,000.00
None
1/26/2012
FINE IRON ORE MUSA
25,000,000.00
0.00
25,000,000.00
None
2/28/2012
FINE IRON ORE MUSA
72,000,000.00
0.00
72,000,000.00
None
2/28/2012
FINE IRON ORE MUSA
23,000,000.00
0.00
23,000,000.00
None
3/30/2012
FINE IRON ORE MUSA
19,000,000.00
0.00
19,000,000.00
None
3/30/2012
FINE IRON ORE MUSA
70,000,000.00
0.00
70,000,000.00
None
10/20/2010
12/31/2014
3/31/2015
12/31/2012
12/31/2013
12/31/2014
3/31/2015
1/31/2012
1/30/2012
1/30/2012
1/1/2015
2/1/2012
2/1/2012
3/1/2012
3/1/2012
3/31/2012
3/31/2012
4/30/2012
4/30/2012
None
None
None
None
None
None
None
244
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
MINERAÇÃO USIMINAS S.A.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
MITSUBISHI CORPORATION
Subsidiary
Subsidiary
Subsidiary
Controlling
shareholder
Controlling
shareholder
4/26/2012
FINE IRON ORE MUSA
70,000,000.00
0.00
70,000,000.00
None
4/26/2012
FINE IRON ORE MUSA
21,000,000.00
0.00
21,000,000.00
None
5/28/2012
FINE IRON ORE MUSA
65,314,147.73
0.00
65,314,147.73
None
5/28/2012
FINE IRON ORE MUSA
21,584,400.00
0.00
21,584,400.00
None
7/1/2012
FINE IRON ORE MUSA
20,784,727.27
0.00
20,784,727.27
None
7/3/2012
FINE IRON ORE MUSA
63,545,340.91
0.00
63,545,340.91
None
8/1/2012
FINE IRON ORE MUSA
59,000,000.00
0.00
59,000,000.00
None
8/1/2012
FINE IRON ORE MUSA
16,000,000.00
0.00
16,000,000.00
None
8/30/2012
IRON ORE PELLET
MUSA
10,848,598.48
0.00
10,848,598.48
None
8/31/2012
MUSA FINE IRON
ORE - TCS
47,542,275.00
0.00
47,542,275.00
None
10/1/2012
MUSA FINE IRON
ORE - TCS
163,340,292.10
0.00
163,340,292.10
None
10/1/2012
IRON ORE PELLETS
MUSA MODAL
59,011,300.00
0.00
59,011,300.00
None
12/14/2012
LUMP ORE - MUSA
361,973,804.17
0.00
361,973,804.17
None
12/19/2012
FINE IRON ORE MUSA
64,417,500.00
0.00
64,417,500.00
None
1/16/2013
FINE IRON ORE MUSA
665,654,039.00
0.00
665,654,039.00
None
1/16/2013
12/5/2013
12/5/2013
2/12/2008
2/12/2008
LUMP ORE - MUSA
MP - ORE
364,889,539.17
408,423,380.91
0.00
92,177,763.09
364,889,539.17
408,423,380.91
None
None
MP - ORE
737,496,376.00
270,114,611.87
737,496,376.00
None
LAMINADOR DE
TIRAS QUENTE Nº2
822,482,603.50
0.00
822,482,603.50
None
33,530,042.36
1,500,225.42
33,530,042.36
None
SUPERVISION
ERECTION LUMP
SUM
5/30/2012
5/30/2012
6/30/2012
6/30/2012
7/31/2012
7/31/2012
8/31/2012
8/31/2012
9/30/2012
9/30/2012
12/31/2012
12/31/2012
12/31/2013
1/31/2013
12/31/2013
12/31/2013
12/31/2014
12/31/2014
6/30/2013
6/30/2014
245
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Controlling
shareholder
3/25/2008
MITSUBISHI CORPORATION DO
BRASIL
Controlling
shareholder
3/25/2008
Controlling
shareholder
4/4/2008
MITSUBISHI CORPORATION DO
BRASIL
Controlling
shareholder
Controlling
shareholder
5/21/2008
10/9/2008
Controlling
shareholder
2/18/2010
LAMINADOR DE
TIRAS QUENTE Nº2
28,491,495.48
0.00
28,491,495.48
None
132,617,000.00
0.00
132,617,000.00
None
LAMINADOR DE
TIRAS QUENTE Nº2
5,175,987.48
0.00
5,175,987.48
None
SUPERVISION
ERECTION LUMP
SUM
8,496,071.89
0.00
8,496,071.89
None
SUPERVISION OF
ERECTION AND
COMMISSIONING
2,737,410.26
0.00
2,737,410.26
None
ROUGHER MILL
EQUIPMENT FOR
PLATE MILL
181,871,114.89
0.00
181,871,114.89
None
FOREIGN
COMMISSIONING
SUPERVISION
7,008,470.15
0.00
7,008,470.15
None
EQUIPMENT
Controlling
shareholder
2/22/2010
MODAL TERMINAL DE GRANEIS
Jointlycontrolled
12/31/2009
ORE TRANSPORT AT
THE PORT
27,281,600.00
0.00
27,281,600.00
None
5,103,000.00
0.00
5,103,000.00
None
Jointlycontrolled
6/28/2012
ORE TRANSPORT AT
THE PORT
Jointlycontrolled
1/1/2013
ORE TRANSPORT AT
THE PORT
27,465,000.00
14,083,332.67
27,465,000.00
None
4/1/2010
TRANSPORTATION
SERVICES
75,000,000.00
0.00
75,000,000.00
None
PROVIDING ROAD
TRANSPORTATION
SERVICES
94,000,000.00
24,605,113.46
94,000,000.00
None
PROVIDING ROAD
TRANSPORTATION
SERVICES
240,000,000.00
47,512,402.95
240,000,000.00
None
1,071,819,600.00
366,928,668.23
1,071,819,600.00
None
78,624,000.00
0.00
78,624,000.00
None
104,385,600.00
0.00
104,385,600.00
None
MRS LOGISTICA S/A
MRS LOGÍSTICA S/A
MRS LOGÍSTICA S/A
MRS LOGÍSTICA S/A
MRS LOGÍSTICA S/A
MRS LOGÍSTICA S/A
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
Affiliate
8/1/2010
8/1/2010
1/1/2011
1/1/2011
1/1/2011
PROVIDING RAILWAY
TRANSPORTATION
SERVICES
FRETE
ESCOAMENTO
DETERMINAÇÃO
CONTRATO
FRETE ABASTEC
FERROV
INDUSTRIALIZACAO
12/31/2012
12/31/2012
12/31/2012
6/30/2013
12/31/2012
3/31/2012
3/31/2012
6/30/2013
6/28/2013
12/31/2016
3/31/2014
7/31/2015
7/31/2015
11/30/2026
11/30/2026
10/30/2012
246
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
MRS LOGÍSTICA S/A
MRS LOGÍSTICA S/A
Affiliate
Affiliate
MRS LOGÍSTICA S/A
Affiliate
NIPPON STEEL & SUMITOMO
METAL CORPORATION
Controlling
shareholder
10/25/2012
4/15/2014
11/21/2014
2/17/2009
METAL CORPORATION
Controlling
shareholder
2/20/2009
METAL CORPORATION
Controlling
shareholder
3/24/2009
METAL CORPORATION
Controlling
shareholder
METAL CORPORATION
Controlling
shareholder
NIPPON STEEL ENGINEERING
Controlling
shareholder
3/23/2009
5/24/2010
8/7/2008
Controlling
shareholder
8/7/2008
Controlling
shareholder
2/1/2010
Controlling
shareholder
3/6/2013
Controlling
shareholder
2/28/2014
NIPPON STEEL TRADING
Controlling
shareholder
6/14/2010
NIPPON USIMINAS
Controlling
shareholder
1/31/2006
PROVIDING RAILWAY
TRANSPORTATION
SERVICES
128,769,615.60
39,414,741.99
128,769,615.60
None
4,398,871.31
2,500,921.28
4,398,871.31
None
PROVIDING RAILWAY
TRANSPORTATION
SERVICES
221,500,000.00
221,500,000.00
221,500,000.00
None
TECHNICAL
CONSULTANCY - IPA
EXPANSION
17,273,776.52
6,488,776.48
17,273,776.52
None
TECHNICAL
CONSULTANCY CUBATÃO
EXPANSION
12,083,728.43
570,156.98
12,083,728.43
None
TECHNICAL
CONSULTANCY IPATINGA CLC
16,352,032.15
3,847,865.78
16,352,032.15
None
419,274,000.00
419,274,000.00
419,274,000.00
None
21,283,223.00
9,913,918.98
21,283,223.00
None
359,537,500.00
0.00
359,537,500.00
None
SUPERVISION OF
ERECTION AND
COMMISSIONING
14,381,500.00
0.00
14,381,500.00
None
COOLING PLATE
JBXX0650000056
20,847,848.00
0.00
20,847,848.00
None
STAVE COOLER
COPPER ROW S2 OF
AF#2
5,090,074.54
0.00
5,090,074.54
None
INVESTMENT ACQUISITION OF
EQUIPAMENT
6,936,437.90
495,681.57
6,936,437.90
None
EQUIPMENT
7,498,553.65
0.00
7,498,553.65
None
PROVIDING ROAD
TRANSPORTATION
SERVICES
ROYALTY - CLC
IPATINGA
FEE - USINA 1 - TA VII
TECHNICAL
CONSULTANCY
HOT-DIP
GALVANIZING LINE
LOAN AGREEMENT
168,200,000.00
54,954,040.87
168,200,000.00
Ipatinga
Thermoelectric
Plant Mortgage
11/30/2026
4/30/2015
12/31/2018
10/6/2012
10/6/2013
3/24/2019
3/23/2027
9/1/2014
12/30/2012
12/31/2012
4/30/2012
12/31/2014
5/31/2016
12/31/2012
1/19/2016
PP&E (financing of
investment in Ipatinga
thermoelectric plant)
1,475% + Libor p.a.
Breach of Contract
247
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
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NIPPON USIMINAS
Controlling
shareholder
5/28/2007
POMINI TENOVA
Other related
parties
9/9/2008
POMINI TENOVA
Other related
parties
RIOS UNIDOS LOGISTICA E
Subsidiary
RIOS UNIDOS LOGIST TRANSP
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Affiliate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
417,888,000.00
227,670,870.61
417,888,000.00
Ipatinga Coking
Plant Mortgage
ASSEMBLY
SERVICES
56,395,050.17
0.00
56,395,050.17
None
9/9/2008
ASSEMBLY
SERVICES
3,779,631.91
0.00
3,779,631.91
None
4/7/2009
SERVICE PROVISION
TAUBATE
33,546,132.97
0.00
33,546,132.97
None
6/26/2009
TRANSPORTATION
SERVICES
47,477,534.31
0.00
47,477,534.31
None
HIGHWAY SUPPLY
FREIGHT
INDUSTRIALIZATION
95,427,307.20
0.00
95,427,307.20
None
HIGHWAY SUPPLY
FREIGHT
INDUSTRIALIZATION
3,407,250.00
0.00
3,407,250.00
None
5/1/2011
EXTERNAL
PRODUCT-FLOW
2,739,982.26
246,800.69
2.739,982.26
None
1/1/2012
BULK HANDLING PORTO - 1st ADIT
24,769,846.47
0.00
24,769,846.47
None
1/2/2012
PEAÇÃO DE CARGA
IMBIRUÇU
3,489,131.00
0.00
3,489,131.00
None
1/2/2012
PEAÇÃO CUBATÃO
BOBINEIRA
4,237,394.06
0.00
4,237,394.06
None
7/28/2009
2/17/2010
3/1/2012
3/9/2012
6/1/2012
LOAN AGREEMENT
RUNOFF FRONT
12,000,000.00
0.00
12,000,000.00
None
PROVIDING ROAD
TRANSPORTATION
SERVICES
58,324,112.00
0.00
58,324,112.00
None
TESP MOVEMENT
7/12/2012
TRANSPORTATION
SERVICES
10/15/2012
TRANSPORT INT
PROD SIDER
10/22/2012
TRANSPORTATION
SERVICES
3/30/2013
IRON ORE HIGHWAY
FREIGHTFluxing
Agents
6,763,730.42
0.00
6,763,730.42
None
21,473,651.00
0.00
21,473,651.00
None
6,437,055.00
0.00
6,437,055.00
None
12,602,661.00
0.00
12,602,661.00
None
7,451,312.40
0.00
7,451,312.40
None
27/03/2017
12/31/2012
1/31/2014
1/10/2015
7/28/2012
9/27/2013
8/31/2012
1/10/2016
12/31/2014
1/31/2013
4/30/2013
3/31/2013
12/31/2014
5/30/2013
7/28/2013
10/15/2013
7/28/2013
3/31/2016
PP&E (financing of
investment in Ipatinga
coking plant)
1,23% e 0,83% + Libor
p.a.
Breach of Contract
248
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Subsidiary
Subsidiary
Subsidiary
Subsidiary
SIAT S/A
Other related
parties
7/24/2013
7/28/2014
11/1/2014
TRANSPORTATION
SERVICES
20,800,000.00
0.00
20,800,000.00
None
PROVIDING ROAD
TRANSPORTATION
SERVICES
20,800,000.00
9,000,568.16
20,800,000.00
None
2,520,000.00
1,048,693.39
2,520,000.00
None
EXTERNAL
PRODUCT-FLOW
PROVIDING ROAD
TRANSPORTATION
SERVICES
20,800,000.00
9,959,000.00
20,800,000.00
None
1/1/2014
SALE OF STEEL
PRODUCTS
78,561,000.00
0.00
78,561,000.00
None
59,782,053.22
0.00
59,782,053.22
None
8/27/2014
SIAT S/A
Other related
parties
1/1/2015
SALE OF STEEL
PRODUCTS
SIDERAR S A I C
Controlling
shareholder
1/1/2012
SALE OF STEEL
PRODUCTS
117,594,000.00
0.00
117,594,000.00
None
SIDERAR S A I C
Controlling
shareholder
1/1/2013
SALE OF STEEL
PRODUCTS
45,385,000.00
0.00
45,385,000.00
None
SIDERAR S A I C
Controlling
shareholder
1/1/2014
SALE OF STEEL
PRODUCTS
25,995,000.00
0.00
25,995,000.00
None
SIDERAR S A I C
Controlling
shareholder
1/1/2015
12,045,000.00
0.00
12,045,000.00
None
SOLUCOES EM ACO USIMINAS
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
SALE OF STEEL PRODUCTS
1/1/2012
SALE OF STEEL
PRODUCTS
1,872,972,000.00
0.00
1,872,972,000.00
None
1/1/2013
SALE OF STEEL
PRODUCTS
2,471,082,000.00
0.00
2,471,082,000.00
None
1/1/2014
SALE OF STEEL
PRODUCTS
2,679,415,000.00
0.00
2,679,415,000.00
None
1/1/2015
SALE OF STEEL
PRODUCTS
704,388,000.00
0.00
704,388,000.00
None
42,778,303.26
0.00
42,778,303.26
None
8/1/2009
BLANK IRREGULAR
27.07.2014
27.07.2015
30.10.2015
27.07.2015
12/31/2014
3/31/2015
12/31/2012
12/31/2013
12/31/2014
03/31/2015
12/31/2012
12/31/2013
12/31/2014
3/31/2015
12/31/2012
The subsidiary engages to
contract a personal liability
insurance related to the
transportation of goods
None
None
None
None
None
None
None
None
None
None
249
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
TECHINT ENGENHARIA E
CONSTRUÇÃO SA
Other related
parties
TECHINT ENGENHARIA E
CONSTRUÇÃO SA
Other related
parties
TERMINAL DE CARGAS DE SAR
Affiliate
TERMINAL DE CARGAS DE SAR
Affiliate
TERNIUM INTERNACIONAL EL
SALVADOR
Other related
parties
12/22/2009
12/22/2009
4/26/2010
9/27/2011
5/15/2012
7/19/2012
9/26/2012
BLANK IRREGULAR
3,827,027.17
0.00
3,827,027.17
None
BLANK FOR WHEEL
6,111,199.29
0.00
6,111,199.29
None
STEEL TUBE
42.4x3.2mm BLACK
C/C 2440
2,596,727.00
0.00
2,596,727.00
None
TRANSPORT
2,091,600.00
168,012.92
2,091,600.00
None
STEEL TUBE DIN
ST00 CC 3.75MM DN
2” 5.23 KG
5,191,573.40
1,069,887.32
5,191,573.40
None
METALBASA CFF
(0,85X914X1792)
2,047,426.50
0.00
2,047,426.50
None
BLANK IRREGULAR
36,978,292.46
0.00
36,978,292.46
None
10/3/2012
BENEFICIATION OF
PRODUCTS - BLANK
2,440,631.67
22,929.11
2,440,631.67
None
8/29/2014
INVESTMENT - CIVIL
ENGINEERING
98,116,287.00
80,771,320.03
98,116,287.00
None
3,780,000.00
378,000.00
3,780,000.00
None
91,443,200.00
20,776,229.90
91,443,200.00
None
2,208,600.00
1,815,921.26
2,208,600.00
None
108,710,000.00
0.00
108,710,000.00
None
9,869,000.00
0.00
9,869,000.00
None
8,779,000.00
4,235,983.91
8,779,000.00
None
65,211,000.00
0.00
65,211,000.00
None
12,237,000.00
0.00
12,237,000.00
None
9/4/2014
ENGINERING
SERVICES
(PROJECTS)
9/1/2011
SERVICES OF
TRANSPORTATION
10/2/2013
TRANSHIPMENT OF
ORE HIGHWAYXRAIL
1/1/2014
SALE OF STEEL
PRODUCTS
TERNIUM ENGINEERING AND
SERVICES
Other related
parties
3/11/2013
TERNIUM ENGINEERING AND
SERVICES
Other related
parties
12/14/2013
VISUAL FLASH – IT LICENSE
AND TECHNICAL
CONSULTANCY
SOFTWARE LICENSE
AND KNOW-HOW
TERNIUM INTERNACIONAL
Other related
parties
1/1/2012
SALE OF STEEL
PRODUCTS
ESPAÑA
Other related
parties
1/1/2012
SALE OF STEEL
PRODUCTS
12/31/2012
12/31/2012
5/30/2012
2/10/2015
5/30/2015
7/18/2013
12/31/2014
12/31/2014
10/31/2015
1/31/2016
8/31/2015
4/30/2014
12/31/2014
3/28/2014
12/31/2014
12/31/2012
12/31/2012
None
None
None
None
None
None
None
None
250
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
ESPAÑA
Other related
parties
1/1/2013
SALE OF STEEL
PRODUCTS
88,451,000.00
0.00
88,451,000.00
None
TERNIUM INTERNACIONAL SA –
MONTEVIDEO/URUGUAI
Other related
parties
1/1/2013
SALE OF STEEL
PRODUCTS
37,676,000.00
0.00
37,676,000.00
None
98,465,000.00
0.00
98,465,000.00
None
MONTEVIDEO/URUGUAI
Other related
parties
1/1/2014
SALE OF STEEL
PRODUCTS
MONTEVIDEO/URUGUAI
Other related
parties
1/1/2015
SALE OF STEEL
PRODUCTS
9,259,000.00
0.00
9,259,000.00
None
4,410,000.00
0.00
4,410,000.00
None
4,339,000.00
0.00
4,339,000.00
None
SAN JOSÉ/COSTA RICA
Other related
parties
1/1/2013
SALE OF STEEL
PRODUCTS
TERNIUM INTERNACIONAL USA
Other related
parties
1/1/2014
SALE OF STEEL
PRODUCTS
TERNIUM MEXICO SA DE
CV
Other related
parties
1/1/2012
VENDA DE PRODUTOS
SIDERÚRGICOS
TERNIUM MEXICO SA DE
CV
Other related
parties
1/1/2013
VENDA DE PRODUTOS
SIDERÚRGICOS
Other related
parties
1/1/2012
TERNIUM PROCUREMENT
SALE OF STEEL
PRODUCTS
CYLINDER AND
ROLLER GRINDING
CGL I
None
42,820,000.00
0,00
42.820.000,00
None
8,770,000.00
0,00
8,770,000.00
82,775,000.00
0.00
82,775,000.00
None
3,435,136.01
911,329.62
3,435,136.01
None
UNIGAL LTDA
Jointlycontrolled
8/1/2010
UNIGAL LTDA
Jointlycontrolled
1/3/2005
USIMINAS PRODUCT
PLATING
2,000,000,000.00
0.00
2,000,000,000.00
None
BENEFICIATION OF
PRODUCTS
2,000,000,000.00
0.00
2,000,000,000.00
None
USIMINAS PRODUCT
PLATING
1,240,000,000.00
717,260,447.75
1,240,000,000.00
None
UNIGAL LTDA
Jointlycontrolled
1/3/2005
UNIGAL LTDA
Jointlycontrolled
11/27/2013
USIMINAS COMMERCIAL
Subsidiary
USIMINAS ELETROGALVANIZED
Subsidiary
Subsidiary
Subsidiary
Subsidiary
USIMINAS GALVANIZED
Subsidiary
1/18/2008
LOAN AGREEMENT
880,516,000.00
954,822,960.00
880,516,000.00
None
1/1/2012
SALE OF STEEL
PRODUCTS
280,290,000.00
0.00
280,290,000.00
None
1/1/2013
SALE OF STEEL
PRODUCTS
87,906,000.00
0.00
87,906,000.00
None
1/1/2014
SALE OF STEEL
PRODUCTS
23,299,000.00
0.00
23,299,000.00
None
1/1/2015
SALE OF STEEL
PRODUCTS
9,593,000.00
0.00
9,593,000.00
None
1/1/2012
SALE OF STEEL
PRODUCTS
459,231,000.00
0.00
459,231,000.00
None
12/31/2013
12/31/2013
12/31/2014
3/31/2015
12/31/2013
12/31/2014
12/31/2012
12/31/2013
12/31/2012
12/31/2014
5/19/2016
5/19/2016
5/19/2016
1/17/2018
12/31/2012
12/31/2013
12/31/2014
3/31/2015
12/31/2012
None
None
None
None
None
None
None
Working capital
4,1165% p.a.
None
None
None
None
None
None
None
Breach of Contract
251
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
USIMINAS GALVANIZED
Subsidiary
USIMINAS GALVANIZED
Subsidiary
USIMINAS MECANICA S A
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
1/1/2013
SALE OF STEEL
PRODUCTS
165,384,000.00
0.00
165,384,000.00
None
1/1/2014
SALE OF STEEL
PRODUCTS
127,890,000.00
0.00
127,890,000.00
None
1/1/2012
SALE OF STEEL
PRODUCTS
276,151,000.00
0.00
276,151,000.00
None
1/1/2013
SALE OF STEEL
PRODUCTS
85,840,000.00
0.00
85,840,000.00
None
1/1/2014
SALE OF STEEL
PRODUCTS
55,617,000.00
0.00
55,617,000.00
None
1/1/2015
SALE OF STEEL
PRODUCTS
17,100,000.00
0.00
17,100,000.00
None
1/1/1996
RECOVERY ROLLS
LING CONTINUOUS
98,553,166.34
0.00
98,553,166.34
None
PART
STAMPED/BLANK
FOR WHEEL
67,859,133.60
0.00
67,859,133.60
None
WORKSHOP OF
MOLDS MLC 1, 2 AND
3 - JAN/11
38,317,106.13
0.00
38,317,106.13
None
3/30/2001
11/1/2003
8/1/2006
3/8/2007
12/30/2008
2/27/2009
3/5/2009
4/1/2009
4/1/2009
4/1/2009
4/1/2009
BLANK CIRCULAR CG
27,513,741.07
0.00
27,513,741.07
None
RECONDITIONING OF
MLC ROLLS 1, 2, 3 4
77,799,749.56
0.00
77,799,749.56
None
BENEFITED COLD
DISC
10,777,145.13
0.00
10,777,145.13
None
222,757,434.93
0.00
222,757,434.93
None
LENDING FOUNDRY
AREAS/FORGING/LAB
3,162,179.03
3,162,179.03
3,162,179.03
None
PROVIDERS OF
PARTS AND
SERVICES
5,414,096.24
0.00
5,414,096.24
None
PROVIDERS OF
PARTS AND
SERVICES
57,901,775.01
13,314,882.41
57,901,775.01
None
PROVIDERS OF
PARTS AND
SERVICES
33,870,064.37
6,325,555.21
33,870,064.37
None
2,521,688.01
0.00
2,521,688.01
None
ELECTRICAL
MECHANICAL
ASSEMBLY
PROVIDERS OF
PARTS AND
12/31/2013
12/31/2014
12/31/2012
12/31/2013
12/31/2014
3/31/2015
11/28/2014
12/31/2012
7/1/2012
12/31/2012
3/1/2013
12/31/2012
4/30/2013
12/31/2028
3/31/2029
3/31/2029
3/31/2029
3/31/2029
None
None
None
None
None
None
252
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
SERVICES
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
PROVIDERS OF
PARTS AND
SERVICES
2,000,000.00
0.00
2,000,000.00
None
PROVIDERS OF
PARTS AND
SERVICES
10,209,119.41
4,997,959.68
10,209,119.41
None
PROVIDERS OF
PARTS AND
SERVICES
20,000,000.00
0.00
20,000,000.00
None
PROVIDERS PARTS
MANUF/RETRIEV.
AND SERVICES
17,969,399.77
1,992,239.24
17,969,399.77
None
PROVIDERS OF
PARTS AND
SERVICES
20,728,114.20
0.00
20,728,114.20
None
MECHANICAL
WORKSHOP AND
CALD. - CUBATÃO
47,856,881.59
5,401,293.25
47,856,881.59
None
BEARING HOUSING
A12M050-0028 A
22,277,848.82
0.00
22,277,848.82
None
138,472,218.20
0.00
138,472,218.20
None
CLC
ELECTROMECHANIC
AL ASSEMBLY
69,463,200.51
0.00
69,463,200.51
None
ASSEMBLY BUILDING
AND EQUIPMENT
LTQ 2
543,219,757.36
0.00
543,219,757.36
None
9,731,677.05
0.00
9,731,677.05
None
MECHANICAL
WORKSHOP AND
BOILER_FACTURY 1
12,768,322.95
0.00
12,768,322.95
None
9/28/2009
PAYMENT READJUST
NOV/2011
37,828,800.68
0.00
37,828,800.68
None
2/23/2010
REPLACEMENT OF
AF2 STAVES
3,000,000.00
0.00
3,000,000.00
None
3/5/2010
ADDENDUM Nº 3
ITEM 10 RC
130,000,000.00
6,917,093.79
130,000,000.00
None
4/1/2009
4/1/2009
4/1/2009
4/1/2009
4/1/2009
5/25/2009
5/25/2009
7/16/2009
7/17/2009
8/14/2009
9/14/2009
9/14/2009
CGL WAREHOUSE
FITTING AND
EQUIPMENT 2
MECHANICAL
WORKSHOP AND
CALD._FACTORY 1
3/31/2029
3/31/2029
3/31/2029
3/31/2029
3/31/2029
4/15/2029
4/15/2029
7/31/2012
2/29/2012
3/15/2013
4/15/2029
4/15/2029
9/6/2012
12/31/2013
5/31/2015
253
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
4/30/2010
NATIONAL
EQUIPMENT
62,600,000.00
0.00
62,600,000.00
None
5/5/2010
GRID BB0107M80336
2
85,942,600.72
80,624,581.15
85,942,600.72
None
SUPPORT RING
TURNER WAGONS
R40B010DEM013
58,883,190.01
54,838,987.47
58,883,190.01
None
STEELWORK
SUPPORT SERVICES
- SAFETY
3,223,848.00
0.00
3,223,848.00
None
MACHINE GRID
SINTER
EE1224M102601
9,293,669.80
0.00
9,293,669.80
None
91,447,481.49
0.00
91,447,481.49
None
ABAFADOR
(RECOZ.5)
KK3006M0002061
5,104,023.00
0.00
5,104,023.00
None
METALLIC
STRUCTURE-SG8100-S-5SC0023
3,463,676.00
0.00
3,463,676.00
None
ELECTRICAL
MECHANICAL
ASSEMBLY
10,569,496.59
0.00
10,569,496.59
None
SINTERING GRID
B51M230-0184F
13,080,229.94
0.00
13,080,229.94
None
MELTING TROUGH
GAS SYSTEM OG
STEELWORKS 1
9,000,000.00
0.00
9,000,000.00
None
WAGON PLATFORM
130T DES.D72M6500004/1
6,134,857.14
0.00
6,134,857.14
None
10/21/2011
MAINTENANCE OF
MLC SEGMENTS
5,400,000.00
0.00
5,400,000.00
None
11/7/2011
ELECTROMECHANIC
AL MAINTENANCE
68,450,824.76
0.00
68,450,824.76
None
11/8/2011
ELECTROMECHANIC
AL MAINTENANCE
68,641,820.80
0.00
68,641,820.80
None
5/5/2010
6/1/2010
10/5/2010
11/26/2010
3/10/2011
4/11/2011
4/20/2011
5/10/2011
8/1/2011
10/14/2011
12/12/2011
12/14/2011
REPLACEMENT OF
28 AF2 STAVES
CLC
METALLIC
STRUCTURES FOR
2,115,623.40
40,250,712.92
0.00
0.00
2,115,623.40
40,250,712.92
None
None
12/31/2012
12/31/2012
12/31/2012
5/31/2012
12/31/2012
8/31/2013
3/10/2014
7/15/2012
5/31/2013
12/31/2012
12/31/2013
8/30/2012
7/31/2012
7/31/2012
7/31/2012
11/30/2013
12/31/2012
254
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
NOVA OESTE
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
MONT. PERI
ELECTROMECHANIC
S AND EQUIPMENT
118,000,000.00
0.00
118,000,000.00
None
3/15/2012
MECHANICAL
ASSEMBLY
100,886,550.57
177,865.10
100,886,550.57
None
4/1/2012
MECHANICAL
ASSEMBLY
64,409,990.77
152,440.81
64,409,990.77
None
8/2/2012
REPAIR VARIOUS
MECHANICAL PARTS
13,603,701.00
13,603,701.00
13,603,701.00
None
PRE MOUNTED SET
ROLL
A70B262ETM001
15,574,031.75
0.00
15,574,031.75
None
PERI
ELECTROMECHANIC
S AND EQUIPMENT
ASSEMBLY
8,700,000.00
0.00
8,700,000.00
None
STEEL POT
CC3080M6000678
11,044,258.41
0.00
11,044,258.41
None
ELECTRICAL
MECHANICAL
ASSEMBLY
32,436,497.00
1,649,005.92
32,436,497.00
None
1/23/2012
10/24/2012
1/14/2013
3/21/2013
7/1/2013
7/22/2013
8/1/2013
8/5/2013
TUYERE.AF3 -0155 1CAM.(CAST)
2,885,070.04
1,562,352.64
2,885,070.04
None
REPLACEMENT OF
08 AF2 STAVES
17,450,000.00
0.00
17,450,000.00
None
STEEL SCRAP
3,100,000.00
0.00
3,100,000.00
None
8/12/2013
GR.BEARING BEAMS
EXCHANGE LINE "E"
3,009,345.65
1.181,142.72
3,009,345.65
None
9/26/2013
POT TT0502M80007
TRANSP SLAG 25T
6,074,147.52
5,284,334.17
6,074,147.52
None
144,654,022.00
13,505,095.87
144,654,022.00
None
42,322,744.97
41,499,090.23
42,322,744.97
None
6,407,000.00
5,676,877.82
6,407,000.00
None
10/25/2013
2/1/2014
4/3/2014
4/29/2014
ELECTRICAL
MECHANICAL
ASSEMBLY
RECOVERY ROLLS
LING CONTINUOUS
IPATINGA
MACHINING
PRODUCTS
INVESTMENT ASSEMBLY
26,927,375.06
0.00
26,927,375.06
None
7/31/2013
2/28/2015
4/30/2014
8/30/2013
12/31/2014
10/30/2013
12/31/2016
1/30/2015
6/30/2015
12/31/2013
12/31/2013
6/30/2015
1/30/2016
7/30/2015
2/28/2015
4/30/2016
12/31/2014
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SERVICES
USIROLL USIMINAS COURT TE
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
VALLOUREC & SUMITOMO TUBOS
Other related
parties
6/10/2014
8/6/2014
8/13/2014
10/1/2000
9/1/2003
10/1/2011
1/30/2013
2/4/2014
INDUSTRIAL
ASSEMBLY
29,288,594.82
13,179,867.68
29,288,594.82
None
INVESTMENT ASSEMBLY
SERVICES
26,366,495.93
0.00
26,366,495.93
None
INVESTMENT PURCHASE OF
EQUIPMENTS
7,777,320.00
7,777,320.00
7,777,320.00
None
CYLINDER
CHROMATISATION
UP TO 300/MONTH
5,708,552.35
0.00
5,708,552.35
None
LAM.CYLINDER TW
TEXTUR/CHROMAT.C
.USIROLL
46,890,374.23
0.00
46,890,374.23
None
CHROMATISED
CYLINDER TW < =
300UN USIROLL
32,688,397.00
8,581,814.68
32,688,397.00
None
CYLINDER
CHROMATISATION
UP TO 300/MONTH
4,851,199.00
1,720,015.35
4,851,199.00
None
MP - ORE
10,000,000.00
0.00
10,000,000.00
None
4/30/2015
12/31/2014
5/15/2016
12/31/2020
12/31/2019
9/30/2021
9/30/2021
12/31/2014
Note.: 1) Since 2013, Automotiva Usiminas S.A. is no longer a related partiy of the Company.
2) Since 2014, Fasal Trading Brasil is no longer a related partiy of the Company.
3) The object of contract “Sale of steel products” refers to the sales invoicing on the period.
4) The contracts with Ternium Engineering and Services totalize R$ 15.5 million and R$ 13.4 million, respectively, considering taxes and import fees.
5) The balances informed on expired contracts refer to unused amouts.
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16.3. In relation to each one of the transactions or joint transactions mentioned in item 16.2 above
which took place in the last fiscal year: a) identify the measures adopted to deal with conflicts of
interest; and b) demonstrate the strictly arm’s length character of the conditions agreed or the
appropriate compensatory payment.
In case of conflict of interests, the Company adopts the rules mentioned in item 16.1 to address these
conflicts.
Moreover, in accordance with the Brazilian Corporation Law, any member of the Board of Directors of the
Company is prohibited from voting at any meeting or meetings of the Board of Directors or act in any
business or transaction in which they have conflicting interests with the Company.
Company transactions and business with related parties follow market standards and are supported by
relevant previous assessments of their conditions and the Company’s strict interest in carrying out such
assessments.
The arm’s length transactions between related parties are supported by appropriate documentation or other
evidence held by the Company.
17. Capital
17.1. Capital composition
Position at December 31, 2014
Date of
authorization or
approval
9/27/2010
Capital value (Real)
Term of
payment
Number of
common shares
(units)
Number of
preferred shares
(units)
Total number of
shares (units)
12,150,000,000.00
Paid-in capital
505,260,684
508,525,506
1,013,786,190
Social Capital by class of shares
Preferred Share Class
Number of shares (Units)
Class A Preferred
508,443,343
Class B Preferred
82,163
Except for Class B preferred shares, which may at any time and sole discretion of the shareholder be
converted into Class A Preferred Shares, the Company has not issued securities or securities convertible
into shares.
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17.2. In relation to issuer’s capital increases, state:
There was no company's capital increase for the fiscal years ended December 31, 2014, December 31, 2013
and December 31, 2012.
17.3. Regarding splits, reverse splits and bonuses, inform in table form:
No splits, reverse splits and bonus shares were performed for the fiscal years ended December 31, 2014,
December 31, 2013 and December 31, 2012.
17.4. In relation to the issuer's capital reductions, indicate:
There was no capital reduction for the last three fiscal years.
17.5. Provide other information the issuer deems significant
In 2014, 400 Class B preferred shares were converted into class A preferred shares. In 2013, 3,231 Class B
preferred shares were converted into class A preferred shares. In 2012, no Class B preferred shares were
converted into class A preferred shares.
The conversion described above does not change the equity value of shares issued by the Company.
However, the Company believes that the conversion results in higher liquidity for shareholders who have
exercised their right, in light of the breadth of the market in class "A".
There is no further relevant information in addition to that disclosed above.
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18. Securities
18.1. Describe the rights of each class and type of shares issued:
Share Type
Tag Along%
Common
-
80.00
Dividend Rights
According to the Company's articles of incorporation and the Corporation Law, the Company shareholders are entitled to receive
dividends or other distributions made in respect of shares of the Company in proportion to their equity interest. The Company's articles
of incorporation provide for a mandatory minimum dividend of 25% of net income.
Voting Rights
Full
Description of Restricted Vote
None.
Convertibility
No
Condition for Convertibility and effects on capital
None.
Right to repayment of
capital
Yes
Description of the Characteristics of repayment of capital
Withdrawal/Recess: The capital to be reimbursed by the Company in the cases provided by law shall be established based on the
value of equity disclosed in the last balance sheet approved at the Company's General Meeting, pursuant to Article 45 of Law No.
6404 of December 15, 1976. Redemption: In accordance with the Brazilian Corporation Law, the Company's shares may be redeemed
as decided by the shareholders at the Extraordinary General Meeting representing no less than 50% of capital.
Restriction to Circulation
Yes
Description of Restriction
Only those described in item 15.5.f of this Reference Form, concerning the shareholders agreement filed at the Company's
headquarters.
Conditions for amendment to the rights guaranteed by such securities
In addition to the conditions described in item 15.5. and this Reference Form, according to the Corporation Law, or the Company's
articles of incorporation or decisions made at a general meeting may deprive a shareholder of the right to: (i) profit sharing; (ii)
participate, in case of Company liquidation, in the distribution of any remaining assets in proportion to their shareholding; (iii) oversee
the management of the Company, pursuant to the Corporation Law; (iv) pre-emption upon future capital increases, except in certain
circumstances set out in the Corporation Law and in the Company’s articles of incorporation; and (v) withdraw from the company in
the cases provided for in the Corporation Law.
Other significant characteristics
It behooves the Annual General Meeting to decide on the allocation of net income and dividend distribution. The articles of
incorporation authorize the General Meeting to decide on the distribution of dividends due to pre-existing income reserves or retained
earnings from previous years. The articles of incorporation further provide that the Company may prepare balance sheets for sixmonth periods or for shorter periods and that the Board of Directors may decide to distribute dividends, including interim dividends, to
the retained earnings account disclosed in the last annual balance sheet. Under the Corporation Law, in the event of sale of a
controlling equity in the Company, all holders of common shares are entitled to include their shares in a public offering of shares to be
held by the acquirer of the controlling equity, and to receive at least 80% of the amount paid per share with voting rights, as an integral
part of the controlling stock.
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Share Type
Tag Along%
Preferred
Class A
0.00
Dividend Rights
Holders of class A preferred are entitled to dividends 10% higher than those for common shares, and shall enjoy the same preemptive
right as that of holders of Class B preferred shares, but only after meeting the preemptive right attached to Class B preferred shares.
The preferred shares are entitled to participate, under the same conditions as those of common shares, any bonuses voted in the
General Meeting.
Voting Rights
Without Right
None.
Convertibility
No
Condition for Convertibility and effects on capital
None.
Right to repayment of capital
Yes
Liquidation: The holders of class A preferred shares shall have priority in capital reimbursement, without any premium in the event of
Company liquidation, but only after meeting the priority given to the class B preferred shares.
Withdrawal/Recess: The amount of reimbursement to be paid by the Company in the cases provided by law shall be established
based on the value of equity disclosed in the last balance sheet approved at the shareholders meeting pursuant to Article 45 of Law
No. 6404 of December 15, 1976.
Redemption: In accordance with the Brazilian Corporation Law, the Company's shares may be redeemed as decided by the
shareholders at the Extraordinary General Meeting representing no less than 50% of capital.
Restricted Circulation
No
None.
In addition to the conditions described in item 15.5. of this Reference Form, in accordance with the Corporation Law neither the
Company's articles of incorporation nor the decisions at a general meeting may deprive a shareholder of the right to: (i) profit sharing;
(ii) participate, in case of Company liquidation, in the distribution of any remaining assets in proportion to their shareholding; (iii)
oversee the management of the Company, pursuant to the Corporation Law; (iv) preemption upon future capital increases, except in
certain circumstances set out in the Corporation Law and in the Company’s articles of incorporation; and (v) withdraw from the
company in the cases provided for in the Corporation Law.
It behooves the Annual General Meeting of the Company to decide on the allocation of net income and dividend distribution. The
Company's articles of incorporation authorize the General Meeting to decide on the distribution of dividends due to pre-existing income
reserve or retained earnings from previous years. The articles of incorporation further provide that the Company may prepare balance
sheets for six-month periods or for shorter periods and that the Board of Directors may decide to distribute dividends, including interim
dividends, to the retained earnings account disclosed in the last annual balance sheet.
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Share Type
Tag Along%
Preferred
Class B
0.00
Dividend Rights
The holders of Class B preferred shares are entitled to dividends 10% higher than those for common shares, and have priority in
capital reimbursement in the event of liquidation. The preferred shares are entitled to participate, under the same conditions as those
of common shares, any bonuses voted in the General Meeting.
Voting Rights
Without Right
None.
Convertibility
Yes
Condition for convertibility and effects on capital
i. Conditions: The class B preferred shares may, at any time and at the sole discretion of the holder of such shares, be converted into
class A preferred shares. Preferred shares may not be converted into common shares. ii. Effects on Capital: Does not affect capital,
except number of shares per class, in case of conversion of class B preferred shares into class A preferred shares.
Right to repayment of
capital
Yes
Liquidation: Holders of Class B preferred shares will have priority in capital reimbursement, without any premium in the event of
Company liquidation.
Withdrawal/Recess: The amount of reimbursement to be paid by the Company, in the cases provided by law, shall be established
based on the value of equity disclosed in the last balance sheet approved at the shareholders meeting pursuant to article 45 of Law
No. 6404 of December 15, 1976.
Redemption: In accordance with the Brazilian Corporation Law, the Company's shares may be redeemed as decided by the
shareholders at the Extraordinary General Meeting representing no less than 50% of capital. The redemption of the shares shall be
paid with retained earnings, income reserves or capital reserves. Should the redemption do not cover total shares, a random selection
shall be made.
Restriction to Circulation
No
None.
In addition to the conditions described in item 15.5. and this Reference Form according to the Corporation Law, or the Company's
articles of incorporation or decisions made at a general meeting may deprive a shareholder of the right to: (i) profit sharing; (ii)
participate, in case of Company liquidation, in the distribution of any remaining assets in proportion to their shareholding; (iii) oversee
the management of the Company, pursuant to the Corporation Law; (iv) pre-emption upon future capital increases, except in certain
circumstances set out in the Corporation Law and in the Company’s articles of incorporation; and (v) withdraw from the company in
the cases provided for in the Corporation Law.
It behooves the Annual General Meeting of the Company to decide on the allocation of net income and dividend distribution. The
Company's articles of incorporation authorize the General Meeting to decide on the distribution of dividends due to pre-existing income
reserve or retained earnings from previous years. The articles of incorporation further provide that the Company may prepare balance
sheets for six-month periods or for shorter periods and that the Board of Directors may decide to distribute dividends, including interim
dividends, to the retained earnings account disclosed in the last annual balance sheet.
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18.2. Describe, if applicable, the provisions limiting the voting rights of significant shareholders or
that require them to make a public offer
There are no provisions limiting the voting rights of significant shareholders or requiring them to make a
public offer.
18.3. Describe exceptions and conditions precedent related to equity or political rights provided for
in the Company’s articles of incorporation
The articles of incorporation provide for no exceptions and conditions precedent related to equity or political
rights.
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18.4. In a table, inform volume of trades as well as the highest and lowest quoted values of securities traded on stock exchanges or organized OTC
market, in each quarter of the last 3 fiscal years:
Financial Volume
Traded (R$)
Highest Quoted
Value (R$)
Lowest Quoted
Value (R$)
Quote Factor
BM&F Bovespa
317,303,211.00
12.74
7.94
R$ per unit
BM&F Bovespa
144,364,909.00
9.33
6.82
R$ per unit
Stock Exchange
BM&F Bovespa
171,007,909.00
8.48
6.64
R$ per unit
Stock Exchange
BM&F Bovespa
475,459,195.00
12.75
6.01
R$ per unit
Stock Exchange
BM&F Bovespa
4,896,811,913.00
14.08
8.52
R$ per unit
PNA
Stock Exchange
BM&F Bovespa
3,227,567,207.00
10.24
7.58
R$ per unit
Preferred
PNA
Stock Exchange
BM&F Bovespa
3,566,814,098.00
9.00
6.37
R$ per unit
Preferred
PNA
Stock Exchange
BM&F Bovespa
2,367,947,116.00
6.85
4.32
R$ per unit
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
0.00
0.00
0.00
R$ per unit
2Q2014
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
0.00
0.00
0.00
R$ per unit
3Q2014
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
2,728.00
6.82
6.82
R$ per unit
4Q2014
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
2,010
6.70
6.70
R$ per unit
In the quarter
Security
Type
1Q2014
Shares
2Q2014
Shares
3Q2014
Class
Market
Administrative Entity
Common
Stock Exchange
Common
Stock Exchange
Shares
Common
4Q2014
Shares
Common
1Q2014
Shares
Preferred
PNA
2Q2014
Shares
Preferred
3Q2014
Shares
4Q2014
Shares
1Q2014
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Financial Volume
Traded (R$)
Highest Quoted
Value (R$)
Lowest Quoted
Value (R$)
Quote Factor
BM&F Bovespa
323,129,571.00
14.64
9.90
R$ per unit
BM&F Bovespa
254,052,877.00
11.62
7.65
R$ per unit
Stock Exchange
BM&F Bovespa
324,112,689.00
10.75
6.84
R$ per unit
Stock Exchange
BM&F Bovespa
312,140,944.00
12.80
10.74
R$ per unit
PNA
Stock Exchange
BM&F Bovespa
4,449,437,058.00
13.25
9.24
R$ per unit
Preferred
PNA
Stock Exchange
BM&F Bovespa
4,020,969,444.00
11.39
7.43
R$ per unit
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
5,020,870,101.00
10.96
6.55
R$ per unit
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
4,701,346,201.00
14.50
10.91
R$ per unit
1Q2013
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
0.00
0.00
0.00
R$ per unit
2Q2013
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
3,597.00
11.99
11.99
R$ per unit
3Q2013
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
50,388.00
8.80
7.17
R$ per unit
4Q2013
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
30,147.00
11.13
10.99
R$ per unit
Security
Type
Class
Market
Financial Volume
Traded (R$)
Highest Quoted
Value (R$)
Lowest Quoted
Value (R$)
Quote Factor
1Q2012
Shares
Common
Stock Exchange
BM&F Bovespa
459,038,553.00
20.20
15.07
R$ per unit
2Q2012
Shares
Common
Stock Exchange
BM&F Bovespa
879,777,426.00
20.10
7.56
R$ per unit
3Q2012
Shares
Common
Stock Exchange
BM&F Bovespa
484,001,709.00
13.54
6.57
R$ per unit
4Q2012
Shares
Common
Stock Exchange
BM&F Bovespa
374,589,108.00
14.06
10.60
R$ per unit
1Q2012
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
4,186,464,660.00
13.64
10.32
R$ per unit
2Q2012
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
3,844,189,800.00
12.34
6.05
R$ per unit
3Q2012
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
5,990,861,760.00
12.20
5.62
R$ per unit
4Q2012
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
4,831,633,810.00
13.05
9.51
R$ per unit
1Q2012
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
13,680.00
13.91
12.42
R$ per unit
2Q2012
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
7,074.00
11.02
6.99
R$ per unit
3Q2012
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
17,903.00
11.31
6.01
R$ per unit
4Q2012
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
17,893.00
12.20
11.31
R$ per unit
In the quarter
Security
Type
1Q2013
Shares
2Q2013
Shares
3Q2013
4Q2013
Class
Market
Common
Stock Exchange
Common
Stock Exchange
Shares
Common
Shares
Common
1Q2013
Shares
Preferred
2Q2013
Shares
3Q2013
4Q2013
In the quarter
Source: Economatica
Comment: Possible relevant fluctuations in the securities quotation should be analyzed taking into consideration the issuing of new securities related to bonuses and splits, as described on items 17.2 and 17.3.
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USNZY US Equity
Financial Volume Traded
(US$)
Highest Quoted Value
(US$)
Lowest Quoted Value
(US$)
Volume Traded (R$)
OTC
16,033,033.92
5.92
3.62
37,921,515.81
OTC
22,795,858.97
4.54
3.46
50,824,787.64
Stock Exchange
OTC
30,502,685.27
4.00
2.59
69,379,097.11
PNA
Stock Exchange
OTC
19,887,791.31
2.84
1.64
50,589,431.46
PNA
Stock Exchange
OTC
13,991,727.00
6.58
4.66
27,983,454.00
Preferred
PNA
Stock Exchange
OTC
23,245,849.70
5.78
3.39
48,118,908.88
ADS level 1
Preferred
PNA
Stock Exchange
OTC
25,514,934.80
4.66
2.95
58,429,200.69
ADS level 1
Preferred
PNA
Stock Exchange
OTC
16,546,518.50
6.25
4.30
37,726,062.18
1Q2012
ADS level 1
Preferred
PNA
Stock Exchange
OTC
58,084,508.19
7.60
5.62
341,883,700.00
2Q2012
ADS level 1
Preferred
PNA
Stock Exchange
OTC
34,580,879.86
6.74
2.91
197,951,100.00
3Q2012
ADS level 1
Preferred
PNA
Stock Exchange
OTC
53,996,682.63
6.02
2.74
121,811,600.00
4Q2012
ADS level 1
Preferred
PNA
Stock Exchange
OTC
22,193,350.92
6.28
4.66
76,662,490.00
In the quarter
Security
Type
Class
Market
1Q2014
ADS level 1
Preferred
PNA
Stock Exchange
2Q2014
ADS level 1
Preferred
PNA
Stock Exchange
3Q2014
ADS level 1
Preferred
PNA
4Q2014
ADS level 1
Preferred
1Q2013
ADS level 1
Preferred
2Q2013
ADS level 1
3Q2013
4Q2013
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18.5. Describe issued securities other than shares:
Debentures:
The Company held 6 issues of debentures, of which 1 is outstanding, and 5 have already been settled by the
Company upon their respective maturities and/or in advance.
6th issue of debentures of the Company
a) Identification of the security
Non-convertible debentures.
b) Quantity
100,000 simple debentures.
c) Value
Nominal unit value on the date of issue of R$ 10,000.00. Total issue amounted to R$1,000,000,000.00.
d) Date of issue
January 30, 2013.
e) Restrictions on the movement
There are no restrictions on the movement.
f) Convertibility of shares or right to subscribe for or purchase shares of the issuer, stating:
The debentures are not convertible into shares, nor give their holders the right to subscribe or acquire shares
of the Company.
g) Possibility of redemption, indicating:
i) Hypotheses of Redemption
The Issuer may, at its sole discretion, redeem early, in full or in part, the Debentures as from the twentyfifth month of validity of the Debentures, in accordance with the procedures laid down in the Corporation
Law and in the Debenture Indenture.
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ii)
Redemption value calculation formula
a) Optional Early Redemption shall be made by paying (i) the Unit Par Value or the balance of the Unit
Par Value of the Debentures subject to the Optional Early Redemption, plus the corresponding
remuneration, calculated on a pro rata basis from the Payout Date or the payment date of the
immediately preceding yield , whichever occurs last, inclusive, until the date of effective Optional Early
Redemption, exclusive; (ii) any charges due; and (iii) the premium on the values mentioned in
subsection “a” above, according to the table that follows:
PERIOD (AS FROM THE ISSUANCE DATE)
PREMIUM
January 31, 2015 to January 30, 2016
1.40%.
1.00%.
0.50%.
0.35%.
b) If the Debentures are registered with the Clearing House for the Custody and Financial Settlement of
Securities (CETIP), the Optional Early Redemption shall be carried out in accordance with the
procedures adopted by CETIP.
c) In the event of Partial Early Redemption, the Debentures to be redeemed shall be identified by
random drawing, to be held in the presence of the Trustee and having results disclosed to all Debenture
holders by way of a communication under article 55, paragraph 2 of the Brazilian Corporation Law. All
stages of this process, such as due identification of Debenture holders, qualification, drawing,
computation, apportionment and validation of the number of Debentures to be redeemed shall be
performed out of CETIP.
A partial Optional Early Redemption, if any, regarding Debentures electronically held in custody at
CETIP21, shall be carried out in accordance with CETIP procedures.
h) With respect to securities that are debt securities, indicate:
i) Maturity, including the conditions of acceleration
The Debentures will have a term of six (6) years as from the Date of Issue, thus maturing on January 30,
2019.
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Hypotheses of Early Maturity:
The Trustee shall declare the early maturity of all obligations relating to the Debentures and demand
immediate payment, in case of occurrence of any of the following events:
(a) (i) filing for in-court reorganization; (ii) voluntary filing for bankruptcy by Issuer and/or subsidiaries of
Issuer; (iii) decreed bankruptcy of Issuer and/or subsidiaries of Issuer; (iv) proposed out-of-court
reorganization plan to any creditor or class of creditors, (v) liquidation, dissolution or termination of
Issuer; or (vi) filing by third parties requesting decreeing of Issuer bankruptcy;
(b) legitimate protest of securities against Issuer, even if as guarantor, of which the individual or
aggregate amount due and unpaid exceeds R$ 50,000,000.00 (fifty million Brazilian reais) or the
equivalent amount in other currencies;
(c) the acceleration of maturity of or default on any financial obligation of Issuer
(d) failure by the Issuer to comply with any monetary obligation to the debenture holders, provided for in
this debenture issue indenture, not remediated within one (1) business day;
(e) noncompliance of Issuer with any non-pecuniary obligation related to the Issue assumed in this
Indenture, unless for a maximum term of ten (10) business days;
(f) noncompliance with any decision or final unappelable judgment or final arbitration decision of
condemnatory nature, against Issuer
(g) non-renewal, cancellation, revocation or suspension of permits, concessions, grants and licenses,
including environmental ones, relevant to due conduction of the activities;
(h) capital reduction of Issuer and/or repurchase by Issuer of its own shares for cancellation;
(i) if the Issuer is in arrears with the payment obligations set forth in this Indenture, and decides to
distribute dividends or interest on equity or any other profit sharing provided for in the Articles of
Incorporation of Issuer, except, however, payment of the minimum dividend provided for in Article 202 of
the Corporation Law;
(j) Issuer conversion into a limited liability company, in accordance with Articles 220 to 222 of the
Corporation Law;
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(k) transfer by Issuer, or any form of assignment or promise to assign to third parties of any obligation
related to the Debentures;
(l) the main activity of Issuer starts to no longer be that contained in its charter on the Issue Date;
(m) if any of the representations of Issuer, under this Indenture, prove to be false , incorrect or deceitful,
in any material respect;
(n) failure by Issuer to maintain the following financial index calculated and revised, as appropriate,
biannually (i) ratio obtained by dividing Net Debt to EBITDA not exceeding 3.50, as of December 31,
2013;
(o) noncompliance by Issuer with the allocation of proceeds from the Issue, (p) expropriation,
confiscation or any other action of any governmental entity that results in the loss by Issuer and/or
companies controlled by Issuer of title to or direct possession of its assets;
(q) the occurrence of merger, spin-off or takeover involving Issuer, unless (i) such corporate transaction
is, pursuant to Article 231 of the Corporation Law, approved by Debenture holders of sixty-six percent
(66%) outstanding Debentures; or (ii) a merger, spin-off or takeover (a) does not affect Issuer’s payment
capacity and (b) the surviving entity is the Issuer itself;
(r) if there is transfer of direct controlling interest of Issuer, as defined in Article 116 of the Corporation
Law, including through corporate reorganization, resulting in the Issuer now being controlled by person
or entity not belonging to the current controlling group;
(s) if Standard & Poor's downgrade the rating of the issue in two grades based on the rating to be
disclosed until Issue Date, by virtue of (i) any change in ownership structure, which will result in the loss,
transfer or disposal of controlling interest by current controlling shareholders, or (ii) the disposal of
assets of Issuer confirmedly significantly affecting its payment capacity;
(t) the occurrence of any procedure of seizure, attachment or garnishment of assets of Issuer and/or of
any of the Relevant Subsidiaries, which may impact by 15% of equity (considering, for this, the
consolidation of the figures calculated for Issuer and the Relevant Subsidiaries, together), unless such
procedure is suspended, halted, reversed or extinct within twenty (20) days of its inception;
(u) the sale, assignment or other transfer by Issuer and/or any of the Relevant Subsidiaries, of relevant
fixed assets (including fixed assets and investments) that may materially affect the activities of Issuer,
except transactions in the ordinary course of business;
(v) suspension of trading or of recording of trading of the Debentures at CETIP not cured within fifteen
(15) working days.
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Automatic Early Maturity
The occurrence of any of the events listed in subparagraphs "a", "c", "d ", "g" and "l" above, will result in
the automatic acceleration of the Debentures, irrespective of any query to the debenture holders,
warning or notification, whether in court or out-of-court.
Early Maturity by the General Meeting of Debenture Holders
Upon the occurrence of any other events listed above, provided that not remediated within their due
dates, if applicable, the Trustee shall, within five (5) business days from the date on which it becomes
aware of the occurrence of any such event, convene a General Debenture Holders Meeting (AGD), to
discuss the declaration of early maturity of the Debentures, following the convening procedure provided
below.
In the AGD mentioned above, which will be held in accordance with the procedures and quorum set
forth in this Indenture, the holders of the Debentures may elect, by determination of holders
representing at least 66% (sixty -six percent) of the outstanding Debentures on the first call, or a simple
majority of those present on the second call, that the Trustee does not declare the acceleration of the
Debentures.
ii. Interests
The Debentures will be entitled to yield equal to 100 % (one hundred percent) of the accumulated
variation of the average daily one day interbank deposit rate, over extra group, called " DI Rate Over
Extra Group ", expressed as a percentage per year of 252 business days, calculated and published
daily by CETIP in the daily bulletin on its website http://www.cetip.com.br "DI Rate"), plus exponential
spread of one percent (1.00%) per year of 252 business days ("Surcharge" and together with the DI
Rate "Yield").
iii. Guarantee and, if security interest, description of the asset
The 6th issue Debentures of the Company are unsecured.
iv. In the absence of guarantee, if the loan is unsecured or subordinated
The Debentures are unsecured.
v. Any restrictions imposed on the issuer in relation to:
● distribution of dividends
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Maturity acceleration may occur if the company distributes dividends, pays interest on equity or
makes any other payments to its shareholders, being in default on any of its obligations under the
Indenture, except, however, payment of the minimum mandatory dividend.
● disposal of certain assets
Maturity acceleration may occur if the Company disposes of assets in a way that materially and
negatively affect its payment capacity, reviewed by the agency rating the issue to a risk level below
brA of Standard & Poor's or equivalent by Moody's Latin America or Fitch Ratings.
● the contracting of new debts
There is no restriction on contracting new debt.
● issuance of new securities
There is no restriction on the issuance of new securities.
vi. the trustee, indicating the main terms of the contract
Key information on the Trustee:
Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários
Avenida das Américas, n.º 4.200, bloco 4, sala 514.
Rio de Janeiro - RJ At.: Mr. Marco Aurélio Ferreira
Phone: +55 (21) 3385-4565
Facsimile: +55 (21) 3385-4046
E-mail: [email protected]/[email protected]
The contract with Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários begins on the date of the
debenture issue indenture (January 30, 2013), effective until the expiration of the issue (January 30, 2019).
A fee charged annually by Pentágono in the amount of R$ 3 thousand, adjusted annually by the IGP is
established. There are no material obligations to the Company.
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i. Conditions for amendment to the rights guaranteed by such securities
In case of temporary unavailability of the DI rate upon payment of any monetary obligation in the Indenture, it
shall be replaced by the same daily rate produced by the DI rate last known until the date of calculation,
without any financial compensation being due, both by the Company as of the debenture holders, upon the
subsequent disclosure of the DI rate. In the absence of calculation and/or disclosure of the DI Rate for more
than 10 days of the expected date of its disclosure, or still, in the case of its extinction or inapplicability by
operation of legal or judicial determination, the Trustee shall convene a meeting of debenture holders, which
shall be conducted in the manner and time stipulated in Corporation Law and in the Indenture, for these to
define, in common agreement with the Company, the new parameter to be applied, which shall reflect the
parameters used in similar operations existing at the time. Until the determination of this parameter, the
same daily rate produced by the last DI Rate published shall be used for calculating the amount of any
obligations under the Indenture.
If the DI Rate comes to be disclosed prior to the General Meeting of Debenture Holders, said meeting shall
no longer be held, and the DI Rate, from its disclosure, shall again be used for yield calculation purposes.
If there is no agreement on the substitute rate between the Company and the Debenture Holders
representing at least 66% of the outstanding Debentures, the Company shall select, at its sole discretion,
one of the following alternatives, committing itself to communicate it in writing to the trustee, within 10 days
from the date of the respective meeting: (a) the Company shall make an early redemption and,
consequently, cancel all of the Debentures, within 30 days from the date of the respective meeting of
debenture holders, for their Unit Par Value not amortized under the Indenture, plus yield due up to the date
of actual redemption and subsequent cancellation, calculated pro rata from the Issue Date or the last Yield
Payment Date, as applicable. In this case, in the calculation of yield applicable to the Debentures to be
redeemed and canceled shall use the same daily rate produced by the last known DI Rate; or (b) the
Company shall submit amortization schedule of all outstanding debentures, not exceeding the final maturity
and the average amortization term of the Debentures. During the amortization period by the Company, the
frequency of payment of yield shall continue to be that pre - established, noting that, until full redemption of
the Debentures, the Substitute Rate shall be used. If the Substitute Rate is not based on a 252 business day
term, this rate shall be adjusted to reflect the basis of 252 working days.
The General Meeting of Debenture holders may be held with quorum of (i) at least half of the outstanding
debentures upon the first call, or (ii) upon the second call, with any number of debenture holders.
In the resolutions of the meeting, each debenture will entitle holder to one vote, being the appointment of
attorney allowed, whether debenture holder or not. Except as otherwise provided in the Indenture, changes
in the characteristics and conditions of the debentures and the issue shall be approved by debenture holders
representing at least 66% of the outstanding debentures, noting that changes in yield and/or guarantees
and/or maturity and/or renegotiation, redemption or repayment of debentures and/or provisions on quorum
provided for in the indenture shall be approved debenture holders representing 90% of the outstanding
debentures.
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j. Other significant characteristics
No other characteristics considered significant.
ADRs or ADSs
The Company maintains a program of ADR (American Depositary Receipts), also called ADS (American
Depositary Shares). In September 1994, there was a Global Offering in the amount of U.S. $
480,035,400.00 in American Depositary Shares, U.S. $ 13.28 per ADS, to qualified institutional investors
under Rule 144A, in the U.S. market, with ADS backed by preferred shares, traded on PORTAL. These ADS
started to be backed by class A preferred shares on January 29, 1999. In September 2001, the ADS Level
1was started, with securities traded on the OTC market (OTC - Over the Counter), backed by preferred
shares A. In May 2007, there was beginning of the ADS 144A program backed by common shares, traded
on PORTAL and in November 2007, the ADS Level 1 program backed by common shares traded over the
counter (OTC - Over the Counter).
18.6. Indicate the Brazilian markets in which the issuer's securities are admitted to trading:
The shares of the Company are traded on BM&FBOVESPA, in Level 1 of Corporate Governance Practices
segment of the BM&FBOVESPA; 4th issue debentures of the Company are listed for trading on the
secondary market through the National Debenture System of CETIP S.A. - OTC - Derivatives and Assets
and of BOVESPAFIX of BM&FBOVESPA. The 5th issue debenture was registered for trading also with
CETIP and this debenture was settled in December 2010 by an amendment approved by the Meeting of
Debenture Holders.
18.7. For each class and type of securities traded on foreign markets:
Besides ADSs as described in item 18.5 above, the Class A preferred shares and common shares of the
Company are traded on Latibex, as detailed below.
Latibex
Since July 2005, the Company trades its class A preferred shares on the Stock Exchange of Madrid - Spain,
through the international market for Latin American securities - Latibex, with the aim of facilitating access to
the shares of the Company by the European financial community. Since inception through the end of fiscal
2011, the Company's shares are among the most actively traded on Latibex.
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a)
Country
In the United States "U.S.", American Depositary Receipts (ADRs), also called ADS (American Depositary
Shares), are traded, representing common and preferred shares.
In Spain, the following securities are traded: class A preferred shares and common shares.
b)
Market
In the USA: ADS 144A on PORTAL and ADS Level 1 on the OTC (Over the Counter) market
In Spain: Latibex - Market for Latin American Securities
c)
Managing entity of the market in which the securities are admitted to trading
In USA: the managing entity of the securities mentioned in item 18.7 (a), ADS (Level 1) is OTC Markets.
In Spain: the managing entity of the securities mentioned in item 18.7 (a) is Bolsas Y Mercados Españoles BME.
d)
Date of admission to trading
In the USA:
ADS (144A) Preferred on 09/01/1994 (USNMY)
ADS (144A) Common 05/02/2007 - (USDML)
ADS (Level 1) Preferred A on 09/25/2001 (USNZY)
ADS (Level 1) Common, on 11/20/2007 (USDMY)
In Spain:
Preferred class A shares, on 07/05/2005 (XUSI)
Common Shares on 5/3/2007 (XUSIO)
e)
Trading segment
In the United States: PORTAL (ADS 144A) and OTC market (ADS Level 1).
In Spain: No trading segment.
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f)
Date of beginning of listing in the trading segment
See item 18.7.(D) above.
g)
Percentage of trading volume abroad in relation to the total trading volume of each class and type in
the last fiscal year
In 2014:
USA: 34,536,313 ADSs representing preferred shares class A (USNZY) were traded, representing 2.07% of
the total trading volume of the class A preferred shares.
Spain: 3,901,772 class A (XUSI) preferred shares, representing 0.23% of the total trading volume of the
Class A common shares and 1,382,458 common shares (XUSIO), representing 1.11% of the total trading
volume of the common shares were traded.
In 2013:
Class A common shares and 975,384 common shares (XUSIO), representing 0.84% of the total trading
In 2012:
Class A preferred shares and 1,440,734 common shares (XUSIO), representing 0.75% of the total trading
h)
Proportion of overseas depositary receipts for each class and type of shares
Proportion of 1 certificate of deposit for each 1 share issued by the Company, for the type and class of share
backing ADS.
i)
Depositary Bank
In the U.S., BNY Mellon is the depositary bank for all securities.
In Spain, there is no depositary bank.
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j)
Custodian
Bradesco S/A Corretora de Títulos e Valores Mobiliários - for all securities backing the securities issued
abroad.
18.8. Describe the public offerings made by the issuer or by third parties, including controlling
shareholders, affiliates and subsidiaries for the securities of the issuer in the last 3 fiscal years:
There was no public offering of securities of the Company in the last three fiscal years.
18.9. Describe the public offerings made by the issuer regarding shares issued by third parties in the
last 3 fiscal years:
The Company did not make public offers of shares issued by third parties.
18.10. Provide other information as issuer may deem relevant
Additionally to the information provided above, the Company believes that there is no additional relevant
information that should be provided in this item 18 of the Reference Form.
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19. Repurchase plans and treasury securities
19.1. Plans to repurchase shares of the issuer for the last 3 fiscal years:
There were no plans to repurchase shares in the last 3 fiscal years.
Fiscal Year: 12/31/2014
Shares
Share Type
Common
Quantity (units)
Total Amount
(Thousand reais)
Weighted average price
(Reais)
2,526,656
69,132
27.36
Acquisition
-
-
-
Disposal
-
-
-
Cancellation
-
-
-
2,526,656
69,132
27.36
Quantity (units)
Total Amount
(Thousand reais)
(Reais)
23,757,710
35,708
1.50
-
-
-
(51,982)
(78)
(1.50)
-
-
-
23,705,728
35,630
1.50
Operation
Opening Balance
Closing Balance
Share Type
Preferred
Preferred Class A
Operation
Opening Balance
Acquisition
Disposal
Cancellation
Closing Balance
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Shares
Share Type
Common
Quantity (units)
Total Amount
(Thousand reais)
(Reais)
2,526,656
69,132
27.36
Acquisition
-
-
-
Disposal
-
-
-
Cancellation
-
-
-
2,526,656
69,132
27.36
Operation
Opening Balance
Closing Balance
Share Type
Preferred
Operation
Opening Balance
Acquisition
Disposal
Cancellation
Closing Balance
Preferred Class A
Quantity (units)
Total Amount
(Thousand reais)
(Reais)
24,060,356
36,163
1.50
-
-
-
(302,646)
(455)
(1.50)
-
-
-
23,757,710
35,708
1.50
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Shares
Share Type
Common
Quantity (units)
Total Amount
(Thousand reais)
(Reais)
2,526,654
69,132
27.36
Acquisition
2
-
-
Disposal
-
-
-
Cancellation
-
-
-
2,526,656
69,132
27.36
Quantity (units)
Total Amount
(Thousand reais)
(Reais)
24,060,356
36,163
1.50
Acquisition
-
-
-
Disposal
-
-
-
Cancellation
-
-
-
24,060,356
36,163
1.50
Operation
Opening Balance
Closing Balance
Share Type
Preferred
Preferred Class A
Operation
Opening Balance
Closing Balance
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19.3. Securities held in treasury at the close of the last fiscal year, indicate, in tabular form,
segregating by type and class:
Class / Type
Quantity
Weighted average purchase price
Date of
purchase
% in relation to the
outstanding
securities of the
same class and type
Common
200,400
6.54
11/5/1997
0.08%
Class A Preferred
2,028,700
7.00
11/5/1997
0.84%
Class A Preferred
7,268,650
4.95
6/25/1998
3.01%
361,082
Not Applicable. Shares that were held in treasury
in the course of Usiminas/Cosipa corporate
restructuring which ended on January 29, 1999,
as described in item 6.3 of this reference form.
1/29/1999
0.14%
Class A* Preferred
331,576
Not Applicable. Shares that were held in treasury
in the course of Usiminas/Cosipa corporate
restructuring which ended on January 29, 1999,
as described in item 6.3 of this reference form.
3/27/2005
37.99%
Class A Preferred
(4,282,180)
Not applicable, Canceled Actions
12/29/2003
(1,77%)
Common
280,741
Not Applicable. Shares acquired as bonus.
11/27/2007
0.11%
Class A Preferred
2,673,373
11/27/2007
1.11%
Common
421,111
3/26/2008
0.17%
Class A Preferred
4,010,059
3/26/2008
1.66%
Common
(7)
Not Applicable.
4/28/2010
0.00%
Common
1,263,327
Not Applicable. Shares related to split
9/27/2010
0.25%
Class A Preferred
12,030,178
Not Applicable. Shares related to split
9/27/2010
2.37%
Common
2
Not Applicable.
12/31/2012
0.00%
Class A Preferred
(302,646)
1.50
12/31/2013
0.00%
Class A Preferred
(51,982)
1.50
12/31/2014
0.00%
Total at 12/31/2014
26,232,384
Common
* The Class A Preferred Shares result from the conversion, by the Company, of the Class B preferred shares held in corporate
restructuring of Usiminas and Cosipa completed on January 29, 1999 (as described in item 6.3. of this Reference Form). As
described in item 18.1.c of this Reference Form and provided for in the Company's articles of incorporation , the class "B
"preferred shares are convertible into Class "A” preferred shares at a ratio of 1:1.
As presented in item 19.2, at December 31, 2014 the Company had 2,526,656 treasury common shares and
23,705,728 Class A Preferred Shares. At December 31, 2013 the Company had 2,526,656 treasury common
shares and 23,757,710 Class A Preferred Shares. At December 31, 2012 the Company had 2,526,656
Common Shares in treasury and 24,060,356 Class A Preferred Shares.
19.4. Other Information that the Company deems significant.
The Company does not use financial instruments for purposes of asset protection (hedge) involving
fluctuations in prices of shares issued by it, including transactions associated with instruments as "Total
Return Equity Swap” or similar operations.
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20. Policy for security trading
20.1. Indicate whether the issuer has adopted policy for the trading of securities issued by it by
controlling shareholders, whether direct or indirect, directors, board of directors members,
supervisory board members and of any other bodies with technical or advisory functions, created by
statutory provision, stating: (a) date of approval; (b) related persons; main characteristics; (d)
periods in which trading is not allowed and description of the procedures adopted to monitor
trading in such periods.
The Standard on Disclosure of Information and Trading of Securities issued by the Company ("Trading
Policy") was approved at the Board meeting held on June 20, 2002.
According to the extract from said Standard, the underlined terms shall have the meanings ascribed to them
below.
Material Act or Fact:
Any decision of controlling shareholder, of the general meeting or of the
management bodies of the Company, or any other act or fact of political administrative, technical, business or economic and financial nature
related to the Company’s business, which may significantly affect:
(a) the price of Securities;
(b) the decision of investors to purchase, sell or hold Securities;
and
(c) the decision of investors to exercise any rights attaching to
the holder of Securities.
Stock Exchanges:
Stock Exchanges and/or entities of organized domestic or foreign market,
in which the Securities are admitted to trading.
CVM:
Brazilian Securities and Exchange Commission.
Investor Relations Officer:
Administrator appointed by the Board of Directors of the Company for the
performance of certain statutorily defined functions, who will also be
responsible for the enforcement and monitoring of trading and disclosure
policies established by the Company.
Related Parties:
In relation to the Company, jointly or individually, controlling shareholders,
whether direct or indirect, Board of Directors members, Officers and
members of the Supervisory Board.
Securities:
In its broadest sense, any shares, debentures, warrants, subscription
receipts and rights and promissory notes issued by the Company and any
securities related thereto.
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I.
Principles
1.1.
The Related Parties should act before the Company and any third party, agents or not of the capital
market, in compliance with the provisions of the Trading Policy and the principles of loyalty, integrity and
truthfulness.
1.2.
Related Parties should always take into consideration their role in relation to society in general, the
Company and its employees, and regulators, whether national or foreign.
1.3.
It is the duty of the Related Parties to allow access for all investors to Relevant Acts or Facts, being
forbidden the use, in any way, for their own benefit or that of third parties, of any Privileged Information.
1.4.
The Related Parties shall ensure that disclosure of information about the Company's business or its
principal shareholders, if any, in the domestic or foreign market, is made complete and timely, and should
also cover the correct and precise reality of the Relevant Act or Fact to be disclosed.
II.
Trading Policy
2.1.
The Related Parties shall refrain from trading Securities issued by the Company that they have, in
the following cases:
(a) prior to disclosure to the market of Relevant Act or Fact;
(b) within the period of fifteen (15) days prior to the disclosure of the Quarterly Information, Annual Report
and Financial Statements; and
(c) in the period between the decision to increase or reduce capital, distribute dividends or bonus shares or
issue other Securities, and the publication of the related notices or announcements.
2.1.1. The above prohibitions shall also apply to Related Parties who leave the Company prior to the public
disclosure of the Relevant Act or Fact related to business or fact arising during their term of office and shall
extend for a period of six (6) months after their leaving.
2.1.2. The prohibition of trading with Securities prior to the disclosure of Relevant Act or Fact shall also
apply to any persons who have knowledge of such information, especially to people who have a commercial
relationship with the Company, including independent auditors, securities analysts, consultants and
institutions that are part of the distribution system.
2.2.
While the operation is not disclosed, it is prohibited for the competent bodies of the Company to
resolve on the acquisition or sale of shares issued by the Company: (i) if any agreement on the transfer of
share control of the Company has been concluded, or if an option or mandate for this purpose has been
granted; or (ii) if there is an intention to promote takeover, spin-off, merger, transformation or corporate
reorganization involving the Company.
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III.
General Provisions
3.1.
Compliance with the provisions of the Disclosure Policy does not dispense the Related Parties with
compliance with any other obligations imposed by CVM or by any other law or regulatory standard.
3.2.
Under paragraph 3 of article 17 of CVM Ruling No. 358, dated 01/03/2002 and the Company's
Trading Policy, the Director of Investor Relations is responsible for enforcement and monitoring of the
provisions of the Trading Policy.
3.3.
Any changes to the provisions of the Trading Policy shall be communicated to the CVM and the
Stock Exchanges.
20.2. Provide other information that the Company deems significant
Additionally to the information provided above, the Company believes that there is no additional relevant
information that should be provided in this item 20 of the Reference Form.
21. Disclosure policy for securities
21.1. Describe internal rules, regulations or procedures adopted by the issuer to ensure that
information required to be disclosed publicly is collected, processed and reported accurately and
timely
In addition to the disclosure policy described below, the Company also has a Disclosure Committee, as
described in item 12.1 of this Reference Form, which also evaluates the disclosure of the Company’s
information.
21.2. Describe the policy for the disclosure of material act or fact adopted by the issuer, indicating
the procedures for maintaining confidentiality of undisclosed material information
The disclosure policy of the Company was approved at a meeting of the Board of Directors held on June 20,
2002 ("Disclosure Policy").
For purposes of the Company's Disclosure Policy, terms shall have the meanings assigned to them in
item 20 of this Reference Form.
I.
Principles
1.1. The Related Parties must act before the Company and any third party, agents or not of the capital
market, in compliance with the requirements of the Disclosure Policy and the principles of loyalty, integrity
and truthfulness.
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1.2. Related Parties must always take into consideration their role in relation to society in general, the
Company and its employees, and regulators, whether national or foreign.
1.3. It is the duty of the Related Parties to allow access for all investors to Relevant Acts or Facts, being
forbidden the use, in any way, for their own benefit or that of third parties, any Privileged Information.
1.4. The Related Parties shall ensure that disclosure of information about the Company's business or its
principal shareholders, if any, in the domestic or foreign market, is made complete and timely, and should
also cover the correct and precise reality of the Relevant Act or Fact to be disclosed.
II.
Disclosure Policy
2.1. The Director of Investor Relations shall perform the disclosure and communication to the CVM and
the Stock Exchanges of any relevant act or fact occurred or related to the Company's business, as well
as ensure the full and immediate disclosure, simultaneously in all markets in which such Securities are
admitted to trading.
2.2. The Related Parties shall communicate to the Director of Investor Relations, to do this in accordance
with the provisions of the Disclosure Policy, any relevant act or fact of which they are aware due to the
exercise of their functions at the Company.
2.3. Disclosure of Relevant Act or Fact shall be made, whenever possible, before or after the close of
trading on the Stock Exchanges. In case of impossibility of application of this provision because of the
trading hours of the domestic and foreign markets, the hours of operation in the domestic market should
prevail.
2.3.1.
In case disclosure of Relevant Act or Fact during the operating hours of the Stock Exchanges,
is mandatory, the Director of Investor Relations may, at the time of disclosure, request the suspension
of trading of the Securities in such entities. The request referred to in this subsection shall only be
carried out in Brazil if suspension is also observed by the foreign Stock Exchanges.
2.4. The disclosure referred to in item 2.1. shall be made through publication in newspapers of general
circulation used by the Company and may be made in summary form, indicating the address on the
Internet where complete information is available to all investors with the same content as that sent to the
CVM and to the Stock Exchanges.
2.5. The Investor Relations Officer shall inform the CVM and the Stock Exchanges and disclose to the
market, if applicable, any material act or fact that he may come to disclose abroad, due to application of
standards or regulations of r capital market regulators or foreign stock exchanges.
2.6. Related Parties that detect omission of the Director of Investor Relations in the disclosure of any
Relevant Act or Fact will only be exempt from their personal responsibilities when immediately
communicating the Material Act or Fact to CVM.
III.
Communication of Shareholding
3.1. Members of the Board of Directors, Officers, members of the Supervisory Board and/or of any bodies
with technical or advisory functions that come to be created by operation of the Company's bylaws, shall
communicate to the CVM, the Company and the domestic Stock Exchanges the quantity, characteristics
and manner of acquisition of the Securities and securities issued by parent companies or subsidiaries of
the Company, which are publicly-traded companies, or related to them, they hold, as well as any
subsequent changes in their positions.
284
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
3.1.1.
In the communication addressed in the previous subsection, there shall also be indication of
Securities that are owned by their spouse, partner, any dependent included in his income tax return
and of companies controlled by them, whether directly or indirectly.
3.2. The communication referred to in this item III shall be made by the persons mentioned in subsection
3.1. (i) within thirty (30) days after the approval of the Disclosure Policy; (ii) immediately after taking office;
and (iii) within a maximum period of ten (10) days after the end of the month in which there were changes
in the positions held by them, stating the final position in the period.
IV. Exception to Immediate Disclosure
4.1. Material Acts or Facts may not be disclosed if the Controlling Shareholders or the Directors believe
that their disclosure would jeopardize the legitimate interests of the Company.
4.2. If information concerning Material Acts or Facts mentioned in the previous subsection escape the
control or atypical fluctuation in price or quantity of the Securities traded takes place, such Material Acts
or Facts must be immediately disclosed by the Director of Investor Relations or directly by Controlling
Shareholders or the Directors.
V. The Non-disclosure Policy
5.1. The Related Parties must maintain the confidentiality of privileged information to which they
have access by virtue of their job or position, until its disclosure to the market, as well as must
ensure that subordinates and others they trust do the same, being jointly liable in the event of
noncompliance.
5.2. Related Parties must make people who will provide services to the Company, including independent
auditors, securities analysts, consultants and distribution system institutions, observe the provisions of
subsection 5.1.
VI. General Provisions
6.1. Compliance with the provisions of the Disclosure Policy does not dispense Related Parties with
compliance with any other obligations imposed by the CVM or by any other law or regulatory standard.
6.2. Under paragraph 3 of article 17 of CVM Ruling No. 358, dated 01/03/2002 and the Disclosure Policy,
the Director of Investor Relations will be responsible for enforcing and monitoring the provisions of the
Disclosure Policy.
6.3. Any amendments to the Disclosure Policy shall be communicated to the CVM and the Stock
Exchanges.
21.3. Inform the disclosure of information to managers responsible for implementation, maintenance,
evaluation and monitoring of the policy
As indicated in subsection 6.2 of item 21.2. above, the Director of Investor Relations of the Company is
primarily responsible for the enforcement and monitoring of the Disclosure Policy.
285
Belo Horizonte - MG
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
The Company believes that there is additional significant information to be provided in this Item 21 of the
Reference Form.
22. Extraordinary business
22.1. Indicate the acquisition or disposal of any relevant asset that is not related to the normal
business operation of the issuer for the last 3 fiscal years
The Company has not purchased in the last 3 fiscal years any relevant asset that is not related to the normal
operation of the company's business.
22.2. Indicate significant changes in the conduct of business of the issuer for the last 3 fiscal years
th
The Company´s Executive Board, in a meeting held on May 18 , 2015, decided to temporarily interrupt
st
operations in Blast Furnaces #1 at the Cubatão plant and #1 at the Ipatinga plant, from May 31 and June
th
4 , 2015, respectively.
Pig iron production will be reduced by approximately 120 thousand tons per month. Such adjustment intends
to adapt the production to the current steel market demand and will bring opportunities of cost reduction and
competitiveness improvement during the current market scenario.
22.3. Identify significant contracts by issuer and its subsidiaries not directly related to its operating
activities for the last 3 fiscal years
In the last 3 fiscal years, the Company or its subsidiaries did not execute any significant contract that is not
related to their operating activities.
If there is any discrepancy between the English and Portuguese versions of this Reference Form, the
Portuguese version shall prevail.
286

reference form

Transcrição

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