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BASIS OF CONSOLIDATION AND INVESTMENTS | 12 Months Ended
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Dec. 31, 2022
Basis Of Consolidation And Investments |
BASIS OF CONSOLIDATION AND INVESTMENTS |
| 10. | BASIS OF CONSOLIDATION AND INVESTMENTS
The accounting policies have been consistently applied to all consolidated companies. The consolidated financial statements for the years ended December 31, 2022 and 2021 include the following direct and indirect subsidiaries and joint ventures, associates, joint ventures, as well as the exclusive funds, as follows:
Schedule of consolidated entities information |  |  |  |  |  |
|  | Equity interests (%) |  |
Companies |  | 12/31/2022 |  | 12/31/2021 |  | Core business
Direct interest in subsidiaries: full consolidation |  |  |  |  |  |
CSN Islands VII Corp. |  | 100.00 |  | 100.00 |  | Financial transactions
CSN Inova Ventures |  | 100.00 |  | 100.00 |  | Equity interests and Financial transactions
CSN Islands XII Corp. |  | 100.00 |  | 100.00 |  | Financial transactions
CSN Steel S.L.U. |  | 100.00 |  | 100.00 |  | Equity interests and Financial transactions
TdBB S.A (*) |  | 100.00 |  | 100.00 |  | Equity interests
Sepetiba Tecon S.A. |  | 99.99 |  | 99.99 |  | Port services
Minérios Nacional S.A. |  | 99.99 |  | 99.99 |  | Mining and Equity interests
Companhia Florestal do Brasil |  | 99.99 |  | 99.99 |  | Reforestation
Estanho de Rondônia S.A. |  | 99.99 |  | 99.99 |  | Tin Mining
Companhia Metalúrgica Prada |  | 99.90 |  | 99.99 |  | Manufacture of containers and distribution of steel products
CSN Mineração S.A. |  | 79.75 |  | 78.24 |  | Mining
CSN Energia S.A. |  | 99.99 |  | 99.99 |  | Sale of electric power
FTL - Ferrovia Transnordestina Logística S.A. |  | 92.71 |  | 92.71 |  | Railroad logistics
Nordeste Logística S.A. |  | 99.99 |  | 99.99 |  | Port services
CSN Inova Ltd. |  | 100.00 |  | 100.00 |  | Advisory and implementation of new development projec
CBSI - Companhia Brasileira de Serviços de Infraestrutura |  | 99.99 |  | 99.99 |  | Equity interests and product sales and iron ore
CSN Cimentos S.A. |  | 99.99 |  | 99.99 |  | Manufacturing and sale of cement
Berkeley Participações e Empreendimentos S.A. |  | 100.00 |  | 100.00 |  | Electric power generation and equity interests
CSN Inova Soluções S.A. |  | 99.99 |  | 99.99 |  | Equity interests
CSN Participações I |  | 99.99 |  | 99.99 |  | Equity interests
Circula Mais Serviços de Intermediação Comercial S.A. |  | 0.01 |  | 99.99 |  | Commercial intermediation for the purchase and sale of assets and materials in general
CSN Participações III |  | 99.99 |  | 99.99 |  | Equity interests
CSN Participações IV |  | 99.99 |  | 99.99 |  | Equity interests
CSN Participações V |  | 99.99 |  | 99.99 |  | Equity interests
Indirect interest in subsidiaries: full consolidation |  |  |  |  |  |
Lusosider Projectos Siderúrgicos S.A. |  | 100.00 |  | 100.00 |  | Equity interests and product sales
Lusosider Aços Planos, S. A. |  | 99.99 |  | 99.99 |  | Steel and Equity interests
CSN Resources S.A. |  | 100.00 |  | 100.00 |  | Financial transactions and Equity interests
Companhia Brasileira de Latas |  | 99.99 |  | 99.99 |  | Sale of cans and containers in general and Equity interests
Companhia de Embalagens Metálicas MMSA |  | 99.99 |  | 99.99 |  | Production and sale of cans and related activities
Companhia de Embalagens Metálicas - MTM |  | 99.99 |  | 99.99 |  | Production and sale of cans and related activities
CSN Steel Holdings 1, S.L.U. 1 |  |  |  | 100.00 |  | Financial transactions, product sales and Equity interests
CSN Productos Siderúrgicos S.L. |  | 100.00 |  | 100.00 |  | Financial transactions, product sales and Equity interests
Stalhwerk Thüringen GmbH |  | 100.00 |  | 100.00 |  | Production and sale of long steel and related activities
CSN Steel Sections Polska Sp.Z.o.o |  | 100.00 |  | 100.00 |  | Financial transactions, product sales and Equity interests
CSN Mining Holding, S.L.U. |  | 79.75 |  | 78.24 |  | Financial transactions, product sales and Equity interests
CSN Mining GmbH |  | 79.75 |  | 78.24 |  | Financial transactions, product sales and Equity interests
CSN Mining Asia Limited (8) |  | 79.75 |  | 78.24 |  | Commercial representation
Lusosider Ibérica S.A. |  | 100.00 |  | 100.00 |  | Steel, commercial and industrial activities and equity interests
CSN Mining Portugal, Unipessoal Lda. |  | 79.75 |  | 78.24 |  | Commercial and representation of products
Companhia Siderúrgica Nacional, LLC |  | 100.00 |  | 100.00 |  | Import and distribution/resale of products
Elizabeth Cimentos S.A. |  | 99.98 |  | 99.98 |  | Manufacturing and sale of cement
Elizabeth Mineração Ltda 2 |  |  |  | 99.96 |  | Mining
Santa Ana Energética S.A. |  | 100.00 |  |  |  | Electric power generation
Topázio Energética S.A. |  | 100.00 |  |  |  | Electric power generation
Brasil Central Energia Ltda. |  | 100.00 |  |  |  | Electric power generation
Circula Mais Serviços de Intermediação Comercial S.A. |  | 99.99 |  |  |  | Commercial intermediation for the purchase and sale of assets and materials in general
CSN Cimentos Brasil S.A. |  | 99.99 |  |  |  | Manufacturing and sale of cement
Metalgráfica Iguaçu S.A |  | 100.00 |  |  |  | Metal packaging manufacturing
Companhia Energética Chapecó |  | 79.75 |  |  |  | Electric power generation
Companhia Estadual de Geração de Energia Elétrica - CEEE-G |  | 98.96 |  |  |  | Electric power generation
Ventos de Vera Cruz S.A. |  | 98.95 |  |  |  | Electric power generation
Ventos de Curupira S.A |  | 98.95 |  |  |  | Electric power generation
Ventos de Povo Novo S.A. |  | 98.95 |  |  |  | Electric power generation
Direct interest in joint operations: proportionate consolidation |  |  |  |  |  |
Itá Energética S.A. |  | 48.75 |  | 48.75 |  | Electric power generation
Consórcio da Usina Hidrelétrica de Igarapava |  | 17.92 |  | 17.92 |  | Electric power consortium
Direct interest in joint ventures: equity method |  |  |  |  |  |
MRS Logística S.A. |  | 18.64 |  | 18.64 |  | Railroad transportation
Aceros Del Orinoco S.A. (*) |  | 31.82 |  | 31.82 |  | Dormant company
Transnordestina Logística S.A. |  | 47.26 |  | 47.26 |  | Railroad logistics
Equimac S.A |  | 50.00 |  | 50.00 |  | Rental of commercial and industrial machinery and equipment
Indirect interest in joint ventures: equity method |  |  |  |  |  |
MRS Logística S.A. |  | 14.86 |  | 14.58 |  | Railroad transportation
Direct interest in associates: equity method |  |  |  |  |  |
Arvedi Metalfer do Brasil S.A. |  | 20.00 |  | 20.00 |  | Metallurgy and Equity interests
Indirect interest in affiliates: equity method |  |  |  |  |  |
Ventos da Lagoa Energia S.A. |  | 10.00 |  |  |  | Electric power generation
Jaguari Energética S.A. |  | 10.50 |  |  |  | Electric power generation
Chapecoense Geração S.A. |  | 9.00 |  |  |  | Electric power generation
Parques Eólicos Palmares S.A. |  | 10.00 |  |  |  | Electric power generation
Ventos do Litoral Energia S.A. |  | 10.00 |  |  |  | Electric power generation
Ventos dos índios Energia S.A. |  | 10.00 |  |  |  | Electric power generation
Companhia Energética Rio das Antas - Ceran |  | 10.00 |  |  |  | Electric power generation
Ventos do Sul S.A. |  | 10.00 |  |  |  | Electric power generation
Foz Chapecó Energia S.A. |  | 10.00 |  |  |  | Electric power generation
Exclusive funds: full consolidation |  |  |  |  |  |
Diplic II - Private credit balanced mutual fund |  | 100.00 |  | 100.00 |  | Investment fund
Caixa Vértice - Private credit balanced mutual fund |  | 100.00 |  | 100.00 |  | Investment fund
VR1 - Private credit balanced mutual fund |  | 100.00 |  | 100.00 |  | Investment fund
(*) |  | Dormant companies.
1 |  | - CSN Steel Holdings 1, S.L.U. was incorporated by CSN Productos Siderúrgicos S.L. on August 02, 2022
2 |  | - Elizabeth Mineração was incorporated by CSN Cimentos S/A on April 30, 2022.
| 10.a) | Changes in investments in joint ventures, joint operations, associates and other investments
The positions presented as of December 31, 2022 and 2021 and the changes refer to the interest held by CSN in these companies:
Schedule of changes in investments, joint ventures, joint operations, associates and other investments |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  | Consolidated
Companies |  | Opening balance on 12/31/2021 |  | Capital increase |  | Dividends |  | Equity Income |  | Comprehensive income |  | Others |  | Final balance on 12/31/2022
Investments under the equity method |  |  |  |  |  |  |  |  |  |  |  |  |  |
Joint-venture, Joint-operation and Affiliate |  |  |  |  |  |  |  |  |  |  |  |  |  |
MRS Logistica |  | 1,806,542 |  |  |  | (77,403) |  | 325,800 |  | (146) |  | 105 |  | 2,054,898
Fair Value MRS |  | 480,622 |  |  |  |  |  |  |  |  |  |  |  | 480,622
Fair Value MRS amortization |  | (70,481) |  |  |  |  |  | (11,744) |  |  |  |  |  | (82,225)
Transnordestina Logística S.A. |  | 1,114,232 |  | 100,000 |  |  |  | (29,307) |  |  |  | (411) |  | 1,184,514
Fair Value -Transnordestina (*) |  | 271,117 |  |  |  |  |  |  |  |  |  | 387,989 |  | 659,106
Arvedi Metalfer do Brasil (affiliate) |  | 21,541 |  |  |  |  |  | 4,702 |  |  |  | (461) |  | 25,782
Equimac S.A |  | 8,428 |  | 5,079 |  |  |  | 3,936 |  | 140 |  | 899 |  | 18,482
Indirect interest in affiliates - CEEE-G |  | - |  |  |  |  |  |  |  |  |  | 216,307 |  | 216,307
Fair Value indirect participation CEEE-G (1) |  | - |  |  |  |  |  |  |  |  |  | 359,024 |  | 359,024
Fair Value amortization indirect participation CEEE-G |  | - |  |  |  |  |  | (25,889) |  |  |  |  |  | (25,889)
|  | 3,632,001 |  | 105,079 |  | (77,403) |  | 267,498 |  | (6) |  | 963,452 |  | 4,890,621
Equity interests evaluated by the cost method (2) |  | 27,041 |  | 14,052 |  |  |  |  |  |  |  |  |  | 41,093
Investments at fair value through profit or loss (note 14) |  | 190,320 |  |  |  |  |  |  |  |  |  | (95,620) |  | 94,700
Others |  | 285 |  |  |  |  |  |  |  |  |  | 33,303 |  | 33,588
Other participations |  | 217,646 |  | 14,052 |  |  |  |  |  |  |  | (62,317) |  | 169,381
Total shareholdings |  | 3,849,647 |  | 119,131 |  | (77,403) |  | 267,498 |  | (6) |  | 901,135 |  | 5,060,002
Classification of investments in the balance sheet |  |  |  |  |  |  |  |  |  |  |  |  |  |
Equity interests |  | 3,849,647 |  |  |  |  |  |  |  |  |  |  |  | 5,060,002
Investment Property |  | 162,181 |  |  |  |  |  |  |  |  |  |  |  | 159,080
Total investments in the asset |  | 4,011,828 |  |  |  |  |  |  |  |  |  |  |  | 5,219,082
| (*) | In 2022, the Company performed an impairment test of the joint venture Transnordestina Logistica S.A. and reversed the impairment of Fair Value of R$387,989. See details of the impairment test in note 10.e.
| (1) | As of December 31, 2022, the balance of R$ 359,024 refers to the Fair Value generated in the acquisition of CEEE-G, according to note 3.c.;
| (2) | In 2021 and 2022, through CSN Inova Ventures, strategic investments were made in startups, namely: Alinea Health Holdings Ltda. I. Systems Aut. Ind., 2D Materials, H2Pro Ltda, 1S1 Energy, Traive INC., OICO Holdings and Clarke Software;
The reconciliation of equity in earnings of companies with shared control classified as joint ventures and associates and the amount presented in the income statement is presented below and results from the elimination of the results of CSN's transactions with these companies:
Schedule of equity in results |  |  |
|  |  | Consolidated
| 12/31/2022 |  | 12/31/2021
Equity in results of affiliated companies |  |  |
MRS Logística S.A. | 325,800 |  | 260,622
Transnordestina | (29,307) |  | (45,870)
Arvedi Metalfer do Brasil | 4,702 |  | 3,265
Equimac S.A | 3,936 |  | (608)
Fair Value Amortization | (37,633) |  | (11,747)
| 267,498 |  | 205,662
Other adjustments |  |  |
Cost of sales | (80,006) |  | (62,982)
To taxes | 27,202 |  | 21,414
Others | 23,223 |  | 18,410
Equity in results | 237,917 |  | 182,504
| 10.b) | Additional information on operational subsidiaries based in Brazil and abroad
· CSN CIMENTOS S.A. (“CSN CIMENTOS”) The cement operations in the Group began in May 2009 with a crushing unit in Volta Redonda/RJ, driven by the synergy between that activity and the generation of slag produced in our blast furnaces in the Presidente Vargas steel plant (“UPV”), a material used as raw material in the production of cement. In 2011, our production of clinker was initiated after the installation of a furnace in Arcos/MG, using calcitic limestone extracted in the Bocaina mine, existing in the same location that also supplies steel limestone to UPV. The clinker produced is primarily loaded by rail to our cement plant in Volta Redonda/RJ. In 2015, the unit in Arcos/MG started its production of cement with the installation of two vertical crushers. In 2016 a second production line of clinker was assembled, reaching full independence for clinker in the production of cement. The production in Arcos is primarily of cement type CP-II, basically composed of clinker, slag, limestone and plaster, and the composition of those materials varies depending on the intended final product. Also, in Arcos, there is extraction of limestone and dolomite destined to UPV. · ELIZABETH CIMENTOS S.A. (“Elizabeth Cimentos”) On August 31, 2021, the acquisition of control of Elizabeth Cimentos and Elizabeth Mineração, through its subsidiary CSN Cimentos, was concluded. Elizabeth Cimentos is a corporation located in Paraíba which manufactures and sells Portland cement and clinker. Its products are marketed in all states of the North and Northeast regions. · ELIZABETH MINERAÇÃO LTDA. (“Elizabeth Mineração”) Elizabeth Mineração is incorporated as a limited liability company, founded in 2005, and its object is the extraction, processing, and sale of stone ores. It may also participate in other companies as a partner, shareholder, or member. On May 1, 2022, Elizabeth Mineração was merged into CSN Cimentos S.A. · SEPETIBA TECON S.A. (“Tecon”) It aims to explore Container Terminal at the Port of Itaguaí, located in Itaguaí, in the State of Rio de Janeiro. The terminal is connected to the UPV by the Southeast railroad network, which is granted to MRS Logística S.A. The services provided are handling operations and storage of containers, steel products and cargo in general, among other products and services for washing, maintenance and hygiene of containers. Tecon won a bidding procedure and entered into the lease agreement on October 23, 1998, starting operations in 2001, for operation of the port terminal for a period of 25 years, extendable for an equal period. In 2022, this deadline was extended for additional 25 years. Upon termination of the lease, all rights and benefits transferred to Tecon will return to the Federal Government, together with the assets owned by Tecon and those resulting from investments made by it in leased assets, declared reversible by the Federal Government as they are necessary for the continuity of the provision of the service granted. The assets declared reversible will be indemnified by the Federal Government at the residual value of their cost, determined by Tecon’s accounting records after deducting depreciation. · ESTANHO DE RONDÔNIA S.A. (“ERSA”) Headquartered in the state of Rondônia, the subsidiary operates two units, one in the city of Itapuã do Oeste/RO and the other in Ariquemes/RO. Mining is located in Itapuã do Oeste, where cassiterite (tin ore) is extracted, and in Ariquemes, the foundry where metallic tin is obtained, which is the raw material used at UPV for the manufacture of metal sheets. · COMPANHIA METALÚRGICA PRADA (“Prada”) Prada operates in two segments: metal steel packaging and flat steel processing and distribution. Packaging In the metal steel packaging segment, Prada produces the best and safest cans, buckets, and aerosols. It serves the chemical and food segments, providing packaging and lithography services to the main companies in the market. Distribution Prada also operates in the flat steel processing and distribution area, with a diversified product line. Supplies coils, rolls, plates, stripes, blanks, metal sheets, profiles, tubes, and tiles, among other products, for the most different segments of the industry - from automotive to civil construction. It is also specialized in providing steel processing services, meeting the demand from companies all over the country. · METALGRÁFICA IGUAÇU S.A. (“Metalgráfica”) Founded in 1951, Metalgráfica has units in Ponta Grossa (PR) and Goiânia (GO), and produces steel cans for the national and international market of metal food packaging. The operation is a strategic step towards expanding the production capacity of CSN's packaging division. The technology used by Metalgráfica is more modern than that used by CSN, improving the competitiveness of the business and strengthening the national chain, especially in relation to substitute packaging. · CSN ENERGIA S.A. (“Energia”) Its main objective is to sell electric energy to supply the operational needs of its The Company and its respective subsidiaries. If there is a surplus of the acquired energy, it is sold to the market through the CCEE ("Electric Energy Trading Chamber"). The company's head office is located in Rio de Janeiro. · FTL - FERROVIA TRANSNORDESTINA LOGÍSTICA S.A. (“FTL”) Company created for the purpose of incorporating the spun-off portion of Transnordestina Logística S.A. It operates public cargo transportation services in the northeast of Brazil, in the stretches between the cities of São Luís and Altos, Altos and Fortaleza, Fortaleza and Sousa, Sousa and Recife/Jorge Lins, Recife/Jorge Lins and Salgueiro, Jorge Lins and Propriá, Paula Cavalcante and Cabedelo (Branch of Cabedelo) and Itabaiana and Macau (Branch of Macau) (“Malha I”). On March 23, 2021, CSN subscribed FTL shares through the capitalization of credits arising from Advances for Future Capital Increase (AFAC) in the amount of R$10,860, increasing its interest in FTL’s capital from 92.38% to 92.71%. As a result of the operations described above, which caused a change in shareholder participation, the Company recorded a loss in the amount of R$29, recorded in shareholders’ equity under “Other comprehensive income”. There was no change in the corporate structure in 2022. · CSN MINERAÇÃO S.A. (“CSN Mineração”) Headquartered in Congonhas, in the State of Minas Gerais, CSN Mineração S.A. has as its main objective the production, purchase and sale of iron ore, and has the commercialization of products in the foreign market as its focal point. As of November 30, 2015, CSN Mineração S.A. started to centralize CSN’s mining operations, including the establishments of the Casa de Pedra mine, the TECAR port and an 18.63% stake in MRS. CSN's stake in this subsidiary on December 31, 2022 was of 79.75% (78.24% on December 31, 2021). · MINÉRIOS NACIONAL S.A. (“Minérios Nacional”) Headquartered in Congonhas, in the State of Minas Gerais, Minérios Nacional has as main objective the production and sale of iron ore. The subsidiary concentrates the mining rights assets related to the Fernandinho, Cayman and Pedras Pretas mines, all in Minas Gerais transferred to Minérios Nacional S.A. in the business combination operation that took place in 2015. · CBSI - COMPANHIA BRASILEIRA DE SERVIÇOS DE INFRAESTRUTURA (“CBSI”) Located in the city of Araucária, PR, the main purpose of CBSI is to render services to subsidiaries, associates, controlling companies and third-party entities related to the recovery and maintenance of industrial machinery and equipment, civil maintenance, industrial cleaning, preparation product logistics, among others. · COMPANHIA FLORESTAL DO BRASIL (“CFB”) Companhia Florestal do Brasil, a legal entity governed by private law, was incorporated on May 24, 2013. It is organized as a closely-held corporation and the company's head office is located in São Paulo. · STAHLWERK THÜRINGEN GMBH (“SWT”) The SWT was formed from the defunct Maxhütte steel industrial complex in Unterwellenborn, Germany. SWT produces used steel profiles for civil construction in accordance with international quality standards. It main raw material is steel scrap, and its installed production capacity is 1.1 million tons of steel per year. SWT is an indirect subsidiary of CSN Steel S.L.U., a wholly owned subsidiary of CSN. · COMPANHIA SIDERÚRGICA NACIONAL – LLC (“CSN LLC”) Companhia Siderúrgica Nacional, LLC, a wholly owned subsidiary of CSN Steel S.L.U. which, in turn, is a wholly owned subsidiary of CSN, is an importer and marketer of steel products and maintains its activities in the United States. · LUSOSIDER AÇOS PLANOS, S.A. (“Lusosider”) Incorporated in 1996, as a continuation of Siderúrgica Nacional - a company privatized by the Portuguese government that year, Lusosider is the only Portuguese industry in the steel sector to produce cold-rolled flat steel, with an anti-corrosion coating. Lusosider has an installed capacity of approximately 550 thousand tons/year to produce four large groups of steel products: galvanized sheet, cold-rolled sheet, pickled sheet, and oil-coated sheet. The products manufactured by Lusosider may be used in the packaging industry, civil construction (tubes and metallic structures) and in components for home appliances. · COMPANHIA ESTADUAL DE GERAÇÃO DE ENERGIA ELÉTRICA – CEEE-G. On October 21, 2022, Companhia Florestal Brasileira acquired a 66.23% stake in Companhia Estadual de Geração de Energia Elétrica – CEEE-G, which belonged to the State of Rio Grande do Sul, later it also acquired on December 15, 2022 the 32.73% stake in CEEE-G which belonged to Centrais Elétricas Brasileiras S.A. - Eletrobras. Headquartered in Porto Alegre, State of Rio Grande do Sul. CEEE-G's main purpose is to carry out studies, projects, construction and operation of power plants, as well as entering into company acts resulting from these activities, such as the sale of electricity. CEEE-G exercises share control of Special Purpose Entities (SPEs) Ventos de Curupira S.A., Ventos de Povo Novo S.A. and Ventos de Vera Cruz S.A., incorporated in February 2014 and members of the consortium responsible for building the Povo Novo Wind Complex. CEEE-G's stake as of December 31, 2022 is 99.99%. · COMPANHIA ENERGÉTICA CHAPECÓ – CEC Companhia Energética Chapecó, headquartered in the city of São Paulo, is an independent electricity production concessionaire whose main activity is to take advantage of the electric energy potential located on the Chapecó River, through a hydroelectric power plant, among the municipalities of Ipuaçu and São Domingos, in the state of Santa Catarina, called Quebra-Queixo Generator Center. On December 11, 2000, Companhia Energética Chapecó signed the Concession Agreement for the Use of Public Assets for the generation of electricity 94/2000 with the Brazilian Electricity Regulatory Agency – ANEEL. The concession has a term of 35 years from the date of signature of the concession contract by the granting authority, which may be extended under the conditions established by ANEEL, and provided that the exploration of the hydroelectric use is in accordance with the conditions of the concession contract and in the legislation of the sector. · CSN CIMENTOS BRASIL S.A. (“CSN Cimentos Brasil”) On September 6, 2022, CSN and LafargeHolcim (Brasil) S.A. ("LafargeHolcim") is a corporation, domiciled in Brazil, with its headquarters located at Estrada Aterrado do Leme, Santa Cruz, Rio de Janeiro - RJ, with industrial plants, warehouses and branches in a large part of the national territory. Its main activities are: production, industry and general trade of cement, lime, mortar, minerals and metals in general and complementary products for civil construction, in natura. The stake as of December 31, 2022 is 99.99%.
| 10.c) | Main events occurred in the subsidiaries
IPO of CSN MINERAÇÃO (a) Initial Public Offering (IPO) On February 17, 2021, the subsidiary CSN Mineração concluded its initial public offering at B3 - Brasil, Bolsa, Balcão. The final prospectus of the public offering consisted of: (i) primary distribution of 161,189,078 shares (“Primary Offering”); and (ii) secondary distribution of 422,961,066 shares, being initially 372,749,743 shares (“Secondary Offering”), increased by 50,211,323 supplementary shares held by CSN (“Supplementary Shares”). The price per share was fixed at R$8.50 after the collection of intention of investments from institutional buyers in Brazil and abroad. The Company’s interest in the subsidiary CSN Mineração changed from 78.24% in December 2021 to 79.75% in December 2022.
| (i) | Primary Distribution of Shares
Upon the primary distribution, CSN Mineração issued 161,189,078 shares (“Primary Offering”) and capitalized the total amount of R$1,370,107 (R$1,347,862 net of transaction costs). The issuance of 161,189,078 shares diluted the Company’s interest in the capital of CSN Mineração and, accordingly, the Company recognized in other comprehensive income a gain from the change of ownership percentage. The impact of the transaction is presented below:
Schedule of primary distribution of shares |
Gain on participation in the capital increase | 1,060,530
Loss due to dilution of participation with issue of new shares | (231,044)
Equity adjustment by dilution of share percentage | (7,393)
Net gain from the transaction | 822,093
| (ii) | Secondary Distribution of Shares
Upon the secondary distribution of shares, Companhia Siderúrgica Nacional sold 327,593,584 common shares of CSN Mineração and, additionally, in March 2021 sold supplementary 50,211,323 common shares, totaling 377,804,907 or 9.3% of shares previously held, in the total amount of R$3,211,342 (R$3,164,612 net of transaction costs). The gain for the sale was recognized as Other Operating Income. The main impacts of the transaction are presented below:
Schedule of Secondary Distribution of shares |  |
Equity in the transaction |  | 9,947,525
Number of share before initial public offering |  | 5,430,057,060
Cost per share |  | R$ 1.83
Number of shares sold by CSN |  | 377,804,907
Price per share |  | R$ 8.50
(+) Net cash generated in the transaction |  | 3,211,342
(-) Transaction cost |  | (46,730)
(=) net cash reveivable (a) |  | 3,164,612
(-) Cost of shares (b) |  | (692,115)
(=) Net gain from the transaction (a)+(b) |  | 2,472,497
- Shares repurchase program of subsidiary CSN Mineração On March 24, 2021, November 3, 2021, and May 18, 2022, the Board of Directors of CSN Mineração approved the Share Repurchase Plans, to remain in treasury and subsequent disposal or cancellation, pursuant to CVM Instruction 567/2015, described below. On May 18, 2022, the cancellation of 105,907,300 nominative common shares without a nominal value, repurchased and held in treasury, was approved at a Board of Directors' Meeting. On December 31, 2022 the subsidiary CSN Mineração had no treasury shares.
Schedule of share repurchase programs of subsidiary CSN Mineracao |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Program |  | Board’s Authorization |  | Authorized quantity |  | Program period |  | Average buyback price |  | Minimum and maximum buyback price |  | Number bought back |  | Share cancelation |  | Treasury balance
1º |  | 03/24/2021 |  | 58,415,015 |  | from 3/25/2021 to 9/24/2021 |  | R$6.1451 |  | R$5.5825 and R$6.7176 |  | 52,940,500 |  |  |  | 52,940,500
2º |  | 11/03/2021 |  | 53,000,000 |  | from 11/04/2021 to 9/24/2022 |  | R$6.1644 |  | R$5.0392 and R$6.1208 |  | 52,466,800 |  |  |  | 105,907,300
|  | 05/18/2022 |  |  |  |  |  | Not applicable |  | Not applicable |  |  |  | 105,907,300 |  |
3º |  | 05/18/2022 |  | 106,000,000 |  | from 05/19/2022 to 5/18/2023 |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  | 105,407,300 |  | 105,907,300 |  |
- Drop down - Cement The cement activities had been carried out as a business unit of CSN and, recently, the Company chose to segregate these activities to its subsidiary CSN Cimentos. This segregation was approved at an Extraordinary General Meeting of CSN Cimentos, held on January 31, 2021, which, among other matters, approved a capital increase in CSN Cimentos in the amount of R$2,956,094, with the issuance of 2,956,094,491 new common shares, which were fully subscribed and paid in on the same date by the Company, upon assignment of the net assets, liabilities, goods, rights and obligations related to CSN's cement segment, as described in detail in the Appraisal Report, also approved at the aforementioned meeting. Find below the breakdown of the net assets contributed:
Schedule of breakdown of net assets |  |  |  |
|  | 12/31/2020 |  | 01/31/2021
Assets |  | Appraisal reports |  | Close balance
Trade receivables |  | 37,171 |  | 54,684
Inventories |  | 134,309 |  | 164,460
Other assets |  | 29,186 |  | 30,228
Property, plant and equipment |  | 3,151,349 |  | 3,129,161
Intangíible assets |  | 8,086 |  | 8,086
Liabilities |  |  |  |
Trade payables |  | (253,186) |  | (278,538)
Other payables current |  | (42,074) |  | (34,301)
Lease liabilities |  | (42,257) |  | (24,430)
Other provisions |  | (66,490) |  | (64,125)
Net assets |  | 2,956,094 |  | 2,985,225
| 10.d) | Joint ventures and joint operations financial information
The balance sheet and income statement balances of the companies whose control is shared are shown below and refer to 100% of the companies’ results:
Schedule of joint ventures and joint operations financial information |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  | 12/31/2022 |  |  |  |  |  |  |  | 12/31/2021
|  | Joint-Venture |  | Joint-Operation |  | Joint-Venture |  | Joint-Operation
|  | MRS Logística |  | Transnordestina Logística |  | Equimac S.A. |  | Itá Energética |  | MRS Logística |  | Transnordestina Logística |  | Equimac S.A. |  | Itá Energética
Equity interest (%) |  | 37.27% |  | 48.03% |  | 50.00% |  | 48.75% |  | 37.27% |  | 47.26% |  | 50.00% |  | 48.75%
Balance sheet |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | 867,937 |  | 1,164 |  | 8,983 |  | 46,946 |  | 1,836,612 |  | 1,259 |  | 2,077 |  | 42,500
Advances to suppliers |  | 29,500 |  | 21,036 |  | 1,384 |  | 1,273 |  | 44,011 |  | 11,486 |  | 407 |  | 1,254
Other current assets |  | 1,351,335 |  | 78,777 |  | 11,648 |  | 30,735 |  | 1,065,913 |  | 55,334 |  | 8,862 |  | 18,453
Total current assets |  | 2,248,772 |  | 100,977 |  | 22,015 |  | 78,954 |  | 2,946,536 |  | 68,079 |  | 11,346 |  | 62,207
Non-current Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other non-current assets |  | 887,987 |  | 255,367 |  | 1,643 |  | 19,007 |  | 980,861 |  | 124,776 |  |  |  | 19,578
Investments, PP&E and intangible assets |  | 11,541,779 |  | 11,029,525 |  | 41,709 |  | 325,911 |  | 9,614,144 |  | 10,145,422 |  | 28,964 |  | 358,265
Total non-current assets |  | 12,429,766 |  | 11,284,892 |  | 43,352 |  | 344,918 |  | 10,595,005 |  | 10,270,198 |  | 28,964 |  | 377,843
Total Assets |  | 14,678,538 |  | 11,385,869 |  | 65,367 |  | 423,872 |  | 13,541,541 |  | 10,338,277 |  | 40,310 |  | 440,050
Current Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Borrowings and financing |  | 735,231 |  | 142,073 |  | 5,497 |  |  |  | 767,992 |  | 228,769 |  | 4,041 |  |
Lease liabilities |  | 472,129 |  |  |  | 701 |  |  |  | 383,323 |  |  |  |  |  |
Other current liabilities |  | 1,682,928 |  | 150,268 |  | 5,777 |  | 14,326 |  | 1,513,799 |  | 157,946 |  | 4,063 |  | 40,473
Total current liabilities |  | 2,890,288 |  | 292,341 |  | 11,975 |  | 14,326 |  | 2,665,114 |  | 386,715 |  | 8,104 |  | 40,473
Non-current Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Borrowings and financing |  | 3,604,793 |  | 7,142,895 |  | 14,446 |  |  |  | 3,551,278 |  | 6,665,700 |  | 15,351 |  |
Lease liabilities |  | 1,928,931 |  |  |  | 630 |  |  |  | 1,718,366 |  |  |  |  |  |
Other non-current liabilities |  | 740,892 |  | 1,484,884 |  | 1,353 |  | 18,914 |  | 759,538 |  | 928,254 |  |  |  | 16,098
Total non-current liabilities |  | 6,274,616 |  | 8,627,779 |  | 16,429 |  | 18,914 |  | 6,029,182 |  | 7,593,954 |  | 15,351 |  | 16,098
Shareholders’ equity |  | 5,513,634 |  | 2,465,749 |  | 36,963 |  | 390,632 |  | 4,847,245 |  | 2,357,608 |  | 16,855 |  | 383,479
Total liabilities and shareholders’ equity |  | 14,678,538 |  | 11,385,869 |  | 65,367 |  | 423,872 |  | 13,541,541 |  | 10,338,277 |  | 40,310 |  | 440,050
|  | 01/01/2022 to 12/31/2022 |  | 01/01/2021 to 12/31/2021
|  | Joint-Venture |  | Joint-Operation |  |  |  | Joint-Venture |  | Joint-Operation
|  | MRS Logística |  | Transnordestina Logística |  | Equimac S.A. |  | Itá Energética |  | MRS Logística |  | Transnordestina Logística |  | Equimac S.A. |  | Itá Energética
Equity interest (%) |  | 37.27% |  | 48.03% |  | 50.00% |  | 48.75% |  | 37.27% |  | 47.26% |  | 50.00% |  | 48.75%
Statements of Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net revenue |  | 5,592,118 |  | 375 |  | 41,307 |  | 188,024 |  | 4,427,385 |  | 138 |  | 15,238 |  | 221,023
Cost of sales and services |  | (3,477,896) |  |  |  | (24,977) |  | (100,454) |  | (2,919,527) |  |  |  | (13,001) |  | (81,649)
Gross profit |  | 2,114,222 |  | 375 |  | 16,330 |  | 87,570 |  | 1,507,858 |  | 138 |  | 2,237 |  | 139,374
Operating (expenses) income |  | (243,399) |  | (40,685) |  | (3,769) |  | (77,742) |  | (116,499) |  | (76,543) |  | (3,453) |  | (69,097)
Financial income (expenses), net |  | (641,862) |  | (21,551) |  | (3,211) |  | 2,545 |  | (345,513) |  | (20,651) |  |  |  | 1,274
Income before income tax and social contribution |  | 1,228,961 |  | (61,861) |  | 9,350 |  | 12,373 |  | 1,045,846 |  | (97,056) |  | (1,216) |  | 71,551
Current and deferred income tax and social contribution |  | (354,786) |  |  |  | (1,479) |  | (4,408) |  | (346,551) |  |  |  |  |  | (24,390)
Profit / (loss) for the year |  | 874,175 |  | (61,861) |  | 7,871 |  | 7,965 |  | 699,295 |  | (97,056) |  | (1,216) |  | 47,161
· ITÁ ENERGÉTICA S.A. - (“ITASA”) ITASA is a corporation established in July 1996 that was engaged to operate under a concession, the Itá Hydropower Plant (“HPP Itá”), with 1,450 MW of installed power, located on the Uruguay River, on the Santa Catarina and Rio Grande do Sul state border. The HPP Itá concession is shared with ENGIE Brasil Energia S.A., with CSN holding 48.75%. · MRS LOGÍSTICA S.A. (“MRS”) Located in the city of Rio de Janeiro-RJ, the company aims to exploit, for an onerous concession, the public service of railway cargo transportation in the areas of the Southeast Network, located on the Rio de Janeiro, São Paulo, and Minas Gerais axis, previously held by the extinct Rede Ferroviária Federal S.A. - RFFSA. The concession has a term of 30 years from December 1, 1996, extendable for an equal period by exclusive decision of the grantor. In July 2022, the granting authority approved the extension of the concession for additional 30 years from December 1, 2026. MRS can also explore modal transport services related to rail transport and participate in projects aimed at expanding the rail services granted. For the provision of services, MRS leased from RFFSA, for the same period of the concession, the assets necessary for the operation and maintenance of the rail freight transport activities. At the end of the concession, all leased assets will be transferred to the possession of the railway transport operator designated in that same act. The Company directly holds an 18.64% interest in the total capital of MRS and indirectly, through its subsidiary CSN Mineração S.A., a 14.86% interest in the capital of MRS, totaling a 33.50% interest. · CONSÓRCIO DA USINA HIDRELÉTRICA DE IGARAPAVA The Igarapava Hydropower Plant is located on the Grande River, in the city of Conquista, MG, and has installed capacity of 210 MW. It consists of 5 Bulb-type generating units. CSN holds 17.92% of the investment in the consortium, whose specific purpose is the distribution of electricity, which is distributed according to the percentage of participation of each company.
| 10.e) | TRANSNORDESTINA LOGÍSTICA S.A. (“TLSA”)
TLSA is primarily engaged in the public service operation and development of a railroad network in the Northeast of Brazil, comprising the rail links Velha-Salgueiro, Salgueiro-Trindade, Trindade-Eliseu Martins, Salgueiro- Porto de Suape, and Missão Velha-Porto de Pecém (“Malha II”). On December 23, 2022, after extensive negotiations involving ANTT, TCU and the then Ministry of Infrastructure, the first amendment to the Concession Agreement was signed, which redefined the scope and deadlines for completion of the TLSA sections, notably to provide for the return of the section Salgueiro-Porto de Suape, which results in a project with the current 1,206 km of rail network and completion deadline up to December 2029. Management relies on resources from its shareholders and third parties to complete the work, which is expected to be available, based on previously conducted agreements and recent discussions between the parties involved. After evaluating this matter, Management concluded that the use of the project’s business continuity accounting basis in the preparation of the financial statements was considered appropriate. Measurement of recoverable value:
Schedule of measurement of recoverable value |
Cash flow projection | By 2057
Gross margin | Estimated based on market study to capture cargo and operating costs according to market trend studies
Cost estimate | Study-based costs and market trends
Perpetuity growth rate | Growth rate was not considered as a result of the projection model until the end of the concession
Discount rate | Range from 5.32% to 6.99% in real terms.
Additionally, CSN, as an investor, carried out is impairment test of its interest in TLSA through the ability to distribute dividends by TLSA, a methodology known as the Dividend Discount Model, or DDM, to remunerate the capital invested by its shareholders. For the performance of this test, some factors were taken into account, such as:
| · | The dividend flow was extracted from TLSA’s nominal cash flow;
| · | The dividend flow was calculated considering the percentages of annual participation, considering the dilutions of CSN’s participation resulting from the amortization of debts;
| · | This dividend flow was then discounted to present value using the cost of equity (Ke) embedded in TLSA’s WACC rate; and
| · | This extracted Ke was the one calculated in “rolling WACC” from TLSA.
Due to the sharing of investors’ risks and the fact that the asset being tested represents the cash-generating unit itself, which in turn equals the legal entity, the risk determined by CSN’s Management is the same as that applied by TLSA when evaluating the investment of its own assets, with no additional risk factor to the model. Based on the analyses and interpretations of the paragraphs of IAS 28 - Investments in Associates and Joint Ventures and measurement through the impairment test of the investment made, expanding its profitability projections, bringing greater security with respect to its operating assets, thus leading to the Company's decision to reverse impairment of the TLSA’s Fair Value recorded in 2016, in the amount of R$387,989. Therefore, it was not necessary to recognize any additional impairment.
| 10.f) | Other investments
· PANATLÂNTICA SA (“Panatlântica”) Publicly-held corporation headquartered in Gravataí-RS, whose purpose is the industrialization, trade, import, export and processing of steel and metals, ferrous or non-ferrous, coated or not. This investment is classified at fair value through profit or loss. The Company currently holds 11.31% on December 31, 2022 and 2021 of Panatlântica’s total share capital. · ARVEDI METALFER DO BRASIL SA (“Arvedi”) Arvedi, headquartered in Salto, State of São Paulo, is engaged in pipe production. As of December 31, 2022 and 2021, CSN had a 20.00% interest in Arvedi’s share capital. Accounting Policy
Equity method of accounting and consolidation The equity method of accounting for subsidiaries, joint ventures and associates is applied. Other investments are held at fair value or cost. Subsidiaries: They are entities in which the Company has significant influence over its financial and operating policies and/or potential exercisable or convertible voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Company and cease to be consolidated on the date on which control ceases. Jointly controlled entities: are all entities in which the Company has jointly contractually controlled control with one or more parties and can be classified as follows: Joint operations: are accounted for in the financial statements in order to represent the Company's contractual rights and obligations. Joint ventures: are accounted for under the equity method and are not consolidated. Associates: are all entities over which the Company has significant influence but not control, generally through a shareholding of 20% to 50% of the voting rights. Investments in associates are initially recognized at cost and subsequently measured using the equity method. Exclusive funds The exclusive funds are private investment funds in which CSN’s resources are allocated according to the Company’s intention. They are managed by BNY Mellon Serviços Financeiros DTVM S.A. and Caixa Econômica Federal (CEF). Transactions between subsidiaries, associates, joint ventures and joint operations Unrealized balances and gains on transactions with subsidiaries, jointly controlled entities and associates are eliminated proportionally to CSN’s interest in the entity in question in the consolidation process. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. The effects on the results of transactions with jointly controlled entities are also eliminated, where part of the equity in results of jointly controlled entities is reclassified to financial expenses, cost of products sold and income tax and social contribution. The subsidiaries and jointly controlled entities have the same reporting date and accounting policies as those adopted by the Company. Foreign currency transactions and balances The transactions in foreign currencies are translated into the functional currency using the exchange rates in effect at the dates of the transactions or valuations when their values are remeasured. Foreign exchange gains and losses resulting from the settlement of those transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement as financial result, except when they are recognized in shareholders' equity as a result of foreign operation characterized as foreign investment. Advances made in foreign currencies are recorded at the exchange rate of the date the entity makes the advance payments or receipts, recognizes (transaction date) as a non-monetary asset or non-monetary liability. Impairment testing Investments are reviewed for verification of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized at the amount by which the carrying amount of the asset exceeds its recoverable amount.
| 10.g) | Investment properties
The balance of investment properties is shown below:
Schedule of investment properties |  |  |  |  |  |
|  |  |  |  |  | Consolidated
|  | Land |  | Buildings |  | Total
Balance at December 31, 2020 |  | 97,610 |  | 86,548 |  | 184,158
Cost |  | 97,610 |  | 86,548 |  | 184,158
Accumulated depreciation |  |  |  | (24,284) |  | (24,284)
Balance at December 31, 2020 |  | 97,610 |  | 62,264 |  | 159,874
Depreciation (note 26) |  |  |  | (3,055) |  | (3,055)
Transfer of property, plant and equipment |  | 4,065 |  | 1 |  | 4,066
Acquisition of Elizabeth |  |  |  | 1,296 |  | 1,296
Transfers to other asset groups |  | (133) |  | 133 |  |
Balance at December 31, 2021 |  | 101,542 |  | 60,639 |  | 162,181
Cost |  | 101,542 |  | 87,977 |  | 189,519
Accumulated depreciation |  |  |  | (27,338) |  | (27,338)
Balance at December 31, 2021 |  | 101,542 |  | 60,639 |  | 162,181
Depreciation (note 26) |  |  |  | (3,072) |  | (3,072)
Write-off |  | (29) |  |  |  | (29.00)
Balance at December 31, 2022 |  | 101,513 |  | 57,567 |  | 159,080
Cost |  | 101,513 |  | 87,977 |  | 189,490
Accumulated depreciation |  |  |  | (30,410) |  | (30,410)
Balance at December 31, 2022 |  | 101,513 |  | 57,567 |  | 159,080
The Company’s estimate of the fair value of investment properties was made for December 31, 2022. The fair value of investment property in the Company balance as of December 31, 2022 is R$2,163,610 (R$2,055,976 as of December 31, 2021). The average estimated useful lives for the years are as follows (in years):
Schedule of average estimated useful life |  |  |
|  |  | Consolidated
| 12/31/2022 |  | 12/31/2021
Buildings | 27 |  | 27
Accounting Policy
The Company’s investment properties consist of land and buildings maintained to earn rental income and capital appreciation. The measurement method used is the acquisition or construction cost less accumulated depreciation and reduction to its recoverable value, when applicable. The accumulated depreciation of buildings is calculated using the straight-line method based on the estimated useful life of the properties subject to depreciation. Land is not depreciated since it has an indefinite useful life.

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