20-F/A 1 sidform20fa_2022.htm 20-F/A

As filed with the Securities and Exchange Commission on April 25, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM 20-F/A

________________________________________________

☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 |
| OR |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

Commission File Number 1-14732

COMPANHIA SIDERÚRGICA NACIONAL
(Exact name of registrant as specified in its charter)

NATIONAL STEEL COMPANY
(Translation of registrant’s name into English)

_______________________________________________

THE FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization)

Antonio Marco Campos Rabello, Chief Financial and Investor Relations Officer
Phone: +55 11 3049-7454 Fax: +55 11 3049-7212

invrel@csn.com.br
Av. Brigadeiro Faria Lima, 3400 – 20th floor
04538-132, São Paulo, SP, Brazil

(Address of principal executive offices)

________________________________________________

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class | Trading symbol | Name of each exchange on which registered
Common Shares without Par Value | * | NYSE
American Depositary Shares (as evidenced by American Depositary Receipts), each representing one share of Common Stock | SID | NYSE

_____________

* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the U.S. Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2022:

1,326,093,947 Common Shares without Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☑ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☑ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ | Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☑ Yes ☐ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐ Yes ☑ No

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐ Yes ☐ No

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☑ | Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☑ No

EXPLANATORY NOTE

This amendment (“Amendment”) to National Steel Company’s (Companhia Siderúrgica Nacional – CSN) annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”) hereby amends and restates Item 4 and Item 19 of the 2022 Form 20-F, initially filed on April 27, 2023. This Amendment is prepared for the purpose of providing clarifying information and certain updates to the mining disclosure set forth in the 2022 Form 20-F in response to comments received from the staff of the U.S. Securities and Exchange Commission in connection with its review of the 2022 Form 20-F.

This Amendment does not reflect events occurring after the filing of the 2022 Form 20-F and does not modify, update or restate any other information in the 2022 Form 20-F in any way other than as required to reflect the amendments discussed above.

TABLE OF CONTENTS

PART II
ITEM 4. Information on the Company | 1
4A. History and Development of the Company | 1
4B. Business Overview | 5
4C. Organizational Structure | 45
4D. Property, Plant and Equipment | 45
PART III
ITEM 19. Exhibits | 49

PART II

| ITEM 4. | Information on the Company

4A. History and Development of the Company

Companhia Siderúrgica Nacional is a Brazilian corporation (sociedade por ações) incorporated in 1941 pursuant to a decree of Brazilian president Getúlio Vargas. The Presidente Vargas Steelworks, located in the city of Volta Redonda, in the state of Rio de Janeiro, began its production of coke, pig iron and steel products in 1946, when we also incorporated the Casa de Pedra mine, located in the city of Congonhas, state of Minas Gerais, and the Arcos mine, located in the city of Arcos, state of Minas Gerais. The Casa de Pedra mine assures us self-sufficiency in iron ore and the Arcos mine provides limestone and dolomite.

We were privatized through a series of auctions held in 1993 and early 1994, through which the Brazilian government sold its 91% ownership interest.

Between 1993 and 2002, we implemented a capital improvement program aimed at increasing our annual production of crude steel, improving the quality of our products, and enhancing our environmental protection and cleanup programs. As part of these investments, since February 1996, all our production involves continuous casting, which requires lower energy use and results in decreased metal loss as compared to ingot casting. From 1996 until 2002, we invested the equivalent of US$2.4 billion in our capital improvement program and on maintaining our operational capacity, culminating with the renovation of our blast furnace no. 3 at the President Vargas Steelworks and Hot Strip Mill No. 2 in 2001.

In 2007, we started to sell iron ore in the seaborne market. Today, we, through our subsidiary CSN Mineração, are an important exporter of iron ore, drawing from the high-quality iron ore reserves in the Casa de Pedra and Engenho mines, located in the state of Minas Gerais. CSN Mineração holds the concession to operate the Terminal de Carvão, or TECAR, a solid bulks terminal located in Itaguaí Port in the state of Rio de Janeiro, through which we export iron ore, coal and coke.

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In 2009, we entered the cement market with our first grinding mill, in the Presidente Vargas Steelworks in Volta Redonda, in the state of Rio de Janeiro, taking advantage of the synergies of the cement business with our steel business.

In order to diversify our product portfolio, we entered the long steel market in 2012, with the acquisition of Stahlwerk Thüringen Gmbh, or SWT, a long steel manufacturer located in Unterwellenborn, Germany.

In addition, we installed a new plant for production of long steel products at Volta Redonda, which began operations in December 2013. The plant consists of an electric arc steelmaking furnace, continuous casting for billets and a hot rolling mill for round section long products. This plant provides the domestic Brazilian market with rebar for civil construction and wire rod for industrial and civil construction.

In 2015, we inaugurated two new grinding mills and, in 2016, we concluded a new 6,500 tons per day kiln line, reaching an aggregate annual capacity of 4.7 million tons in our cement plants.

In June 2018, we sold Heartland Steel Processing, LLC (formerly Companhia Siderúrgica Nacional, LLC) to Steel Dynamics, Inc. for US$400.0 million. We continue our commercial import and distribution activities in the North American market through our U.S. subsidiary Companhia Siderúrgica Nacional, LLC.

In 2019, investments of approximately R$250.0 million in the maintenance of blast furnace no. 3 increased its steel production capacity by 500,000 tons per year.

In 2020, we invested R$848.0 million in our steel segment, R$710.0 million in our mining segment and approximately R$140.0 million in our other segments. In early 2021, CSN Mineração completed its initial public offering, and its shares are now traded on the B3.

In 2021, we reached historically high net revenue and EBITDA and, in 2021 and 2022, we took advantage of the following acquisition opportunities: in our cement segment, Elizabeth Cimentos S.A. and Elizabeth Mineração Ltda., which operate in the Northeast region of Brazil, and LafargeHolcim (Brasil) S.A., as a result of which we are, as of the date of this annual report, the second largest cement producer in Brazil, with a total installed capacity of 17 million tons per year; in our steel segment, Metalgráfica Iguaçu S.A., or Metalgráfica, which, operates in Ponta Grossa, in the state of Paraná, and Goiânia, in the state of Goiás, produces steel cans for the national and international market of metal food packaging, as a strategic step to expand the production capacity of our packaging division; and, in our energy segment, Santa Ana Energética S.A., Topázio Energética S.A. and Companhia Energética Chapecó, or CEC, each of which holds concessions for hydroelectric power plants, and Companhia Estadual de Geração de Energia Elétrica, or CEEE-G, which holds concessions for hydroelectric power plants and greenfield wind power plant projects. These acquisitions collectively provide us with enhanced energy independence in certain of our operations.

General

We are one of the largest fully integrated steel producers in Brazil and Latin America in terms of crude steel production. We operate throughout the entire steel production chain, from the mining of iron ore to the production and sale of a diversified range of high value-added steel products. We divide our business into five segments: steel, mining, cement, logistics and energy.

Steel

Our steel segment comprises a portfolio of diverse products and provides us an international footprint by means of our international subsidiaries and our exports from Brazil. In our flat steel segment, we are an almost fully integrated steelmaker. Our main industrial facility, Presidente Vargas Steelworks, produces a broad line of steel products, including slabs, hot- and cold-rolled, galvanized and tin mill products for the distribution, packaging, automotive, home appliance and construction industries.

Our production process is based on the integrated steelworks concept. Our current annual crude steel capacity and rolled product capacity at Presidente Vargas Steelworks is, in each case, 5.6 million tons.

We obtain all of our iron ore (except for pellets), limestone and dolomite requirements, and a portion of our tin requirements, from our own mines. Using imported coal, we produce approximately 55% of our coke requirements at current production levels in our own coke batteries at Volta Redonda. Imported coal is also pulverized and used directly in the pig iron production process. Zinc, manganese ore, aluminum and a portion of our tin requirements are purchased in local markets. Our steel production and distribution processes also require water, industrial gases, energy, rail and road transportation and port facilities.

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In addition, we have an annual production capacity of approximately 330,000 tons of galvanized steel products, operated through our subsidiary Lusosider Aços Planos, S.A. in Portugal, and an annual production capacity of approximately 1.1 million tons of steel products operated through SWT in Germany.

We own and operate a plant in Volta Redonda for production of long steel products. The plant consists of an electric arc steelmaking furnace, continuous casting for billets and a hot rolling mill for round section long products – wire rod and rebar.

Mining Activities

We own a number of high quality iron ore mines, strategically located within Brazil’s “Iron Ore Quadrangle” (Quadrilátero Ferrífero) in the state of Minas Gerais, including the Casa de Pedra and Engenho mines, located in the city of Congonhas, pertaining to our subsidiary CSN Mineração, and the Fernandinho mines, located in the city of Itabirito, and the Cayman and Pedras Pretas mining rights, located in the city of Rio Acima and the city of Congonhas, respectively, pertaining to our wholly owned subsidiary Minérios Nacional S.A., or Minérios Nacional.

Our mining assets also include (i) the solid bulks cargo terminal TECAR, in the state of Rio de Janeiro, which pertains to CSN Mineração; (ii) the Bocaina mines, located in the city of Arcos, in the state of Minas Gerais, which produce dolomite and limestone; and (iii) Estanho de Rondônia S.A., or ERSA, located in the city of Ariquemes, in the state of Rondônia, which mines and casts tin.

We sold 26.9 million tons, 28.3 million tons and 29.2 million tons of iron ore to third parties in 2020, 2021 and 2022, respectively.

Cement

We entered the cement market in 2009 in order to take advantage of the synergy potential with our steelmaking business. Our cement operations use as inputs slag generated by our blast furnaces at Volta Redonda and limestone from our limestone reserves in our Bocaina mines, which is used to produce clinker. Slag and clinker are the main inputs in cement production.

In 2015, we inaugurated two grinding mills and, in 2016, we concluded construction of a new kiln line with a capacity of 6,500 tons per day, reaching an aggregate capacity of 4.7 million tons per year of cement production including our Volta Redonda and Arcos plants.

In August 2021, our cement subsidiary, CSN Cimentos, acquired Elizabeth Cimentos S.A., which operates in the Northeast region of Brazil. This acquisition increased our cement production capacity by 1.3 million tons, from 4.7 million tons to 6.0 million tons.

In September 2022, CSN Cimentos acquired the entirety of LafargeHolcim (Brasil) S.A., at a value of US$960.7 million. This acquisition added 11 million tons of cement per year to our production capacity, bringing our total production capacity to 17 million tons of cement per year, by means of plants strategically located in the Southeast, Northeast and Midwest regions of Brazil, as well as substantial high-quality limestone reserves.

We plan to further increase our market share in the cement segment in Brazil in order to diversify our product mix and markets, which will allow us to reduce our risk exposure.

Energy

Steelmaking requires significant amounts of electrical energy to power rolling mills, production lines, hot metal processing, coking plants, cryogenic plant and auxiliary units. In 2022, our Presidente Vargas Steelworks consumed approximately 2.86 million MWh of electrical energy.

Cement production also requires significant amounts of electrical energy and, as a result of the expansion of our cement operations over the last two years, the energy needs of our cement segment represent a larger share of our energy demand. Our acquiree, LafargeHolcim (Brasil) S.A., provides 3.4 MW of installed capacity annually from a hydroelectric power plant.

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Mining operations require electrical energy principally for crushing and excavation. In 2022, our mining operations at Casa de Pedra consumed 285,000 MWh of electrical energy.

Our main source of electrical energy is our thermoelectric co-generation power plant at the Presidente Vargas Steelworks, which is fueled by gas from the steel production process, with 267 MW of installed capacity. In addition, as of the date of this annual report, we hold a 29.50% equity interest in the Itá hydroelectric facility in the state of Santa Catarina, through a 48.75% equity interest in ITASA and a 17.92% equity interest in the Igarapava hydroelectric facility. Through these equity interests, we have secured an average of 167 MWavg in annual power supply for our operations under power purchase agreements at a fixed price per MW hour, adjusted annually according to ITASA’s board decision and 24 MWavg at a cost price of the annual generation of Igarapava’s hydroelectric power plant. At the end of 2022, ITASA’s board of directors decided it would not implement any price adjustments for 2023.

For our energy needs that are not provided by our internal generation, we rely on fixed price long-term contracts with external generators. In 2022, we seized the following acquisition opportunities in Brazil in order to enhance the energy independence of our steelmaking, cement production and mining operations: Santa Ana Energética S.A., Brasil Central Energia Ltda. and CEC, which hold concessions for hydroelectric power plants, and CEEE-G, which holds concessions for hydroelectric power plants and greenfield wind power plant projects.

Logistics

Our vertical integration strategy and the synergies among our business units are strongly dependent on the logistics needed to guarantee the transportation of inputs at low cost. A number of railways and port terminals comprise the logistics system that integrates our mining, steelmaking and cement units.

We operate a port terminal for containers, TECON at Itaguaí Port, in the state of Rio de Janeiro, and CSN Mineração operates TECAR.

We also have the following participation in three railways: (i) we share control in MRS, which operates in the Southeast region of the federal railway system, along the Rio de Janeiro – São Paulo – Belo Horizonte axis; (ii) we have an interest in joint venture TLSA, which has a concession to construct and operate the Northeastern Railway System II; and (iii) we control Ferrovia Transnordestina Logística S.A., or FTL, which operates the Northeastern Railway System I.

Recent Developments

Pre-Payment Export Financing Agreement

In March 2023, we signed a pre-payment export financing agreement, in the aggregate amount of US$1.4 billion for a term of twelve years. Up to US$980.0 million will be granted by Japan Bank for International Cooperation and up to US$420.0 million will be granted by a syndicate of banks. The agreement is part of our strategy to finance growth using financial instruments for long-term projects, including our project to build a new pellet feed plant in our Casa de Pedra mine. The consummation of this transaction is subject to the fulfillment of customary conditions precedent, including the signing of an offtake agreement with a Japanese customer for part of the volume contracted.

Other Information

Our legal and commercial name is Companhia Siderúrgica Nacional. We are organized under the laws of the Federative Republic of Brazil with head offices located at Av. Brigadeiro Faria Lima, 3400, 19th and 20th floors, Itaim Bibi, São Paulo, Brazil, CEP 04538-132, and our telephone number is +55 (11) 3049-7100. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, New York 10016. Our website is www.csn.com.br. The U.S. Securities and Exchange Commission, or the SEC, maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including our filings, at http://www.sec.gov.

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4B. Business Overview

Competitive Strengths

We believe that we have the following competitive strengths:

Integrated business model. We are a highly integrated steelmaker and we believe this integration supports resilient and profitable operations. Our integrated business model comprises our captive sources of raw materials, principally iron ore, and our infrastructure, including railways and deep-water port facilities. In terms of raw materials, we own a number of high-quality iron ore mines, strategically located within Brazil’s “Iron Ore Quadrangle,” which distinguishes us from our main competitors in Brazil who are required to purchase all or a portion of their iron ore from mining companies.

Strong presence in domestic market and strategic international exposure for steel products. We have a strong presence in the Brazilian market for steel products, with a market share in 2022 of approximately 25% of the domestic flat steel market. In addition, through our international subsidiaries, we sell our flat steel products in the United States and in Europe, which aggregate sales accounted for approximately 13% of our total flat steel sales in 2022. In 2012, we acquired SWT, a long steel producer in Germany with annual production capacity of approximately 1.1 million tons of steel profiles, strengthening our steel products mix and geographical diversification. In 2022, SWT accounted for 76% of our total long steel sales, representing 718,643 tons.

Diverse product portfolio and product mix. We have a diversified flat steel product mix that includes hot-rolled, cold-rolled, galvanized and tin mill products, in order to meet a wide range of customer needs across all steel-consuming industries. We focus on selling high-margin products, including tin-coated, pre-painted, Galvalume® and galvanized products. Galvalume® is a registered trademark owned by BIEC International Inc. or its affiliates. Our galvanized products provide material for exposed auto parts, using hot-dip galvanized steel and laser-welded blanks. Our CSN Paraná branch provides us with additional capacity to produce high-quality galvanized, Galvalume® and pre-painted steel products for the construction and home appliance industries. In addition, our distribution subsidiary, Prada, provides a strong sales channel in the domestic market, enabling us to meet demand from smaller customers and to establish an important presence in this market.

Profitable mining business. We have invested significantly in our mining business, placing us in a prominent position among the world’s leading iron ore players. Further mining expansions will enable us to expand our product portfolio and total output, increasing our presence in seaborne markets.

We have high-quality iron ore reserves in Casa de Pedra, Engenho, Fernandinho and other mines, all located in the state of Minas Gerais. Our mining activities are an important contributor to our EBITDA. We sold 31.2 million tons of iron ore in 2020, 33.2 million tons in 2021 and 33.3 million tons in 2022. Our mining business also includes TECAR, a solid bulks terminal at Itaguaí Port in the state of Rio de Janeiro, with a capacity to handle (i) shipments of 45 million tons per year of iron ore and (ii) landings of 4.0 million tons per year and the Bocaina mine, located in the city of Arcos in the state of Minas Gerais, which produces dolomite and limestone, as well as our subsidiary ERSA, which mines and casts tin.

Second largest player in Brazilian cement market. Following our strategic acquisitions in the Brazilian cement market in 2021 and 2022, as part of which we now own Elizabeth Cimentos S.A. and LafargeHolcim (Brasil) S.A., we are the second largest player in the Brazilian cement market with an installed capacity of 17.0 million tons, seven integrated plants, six grinding and mixing plants and 15 distribution centers throughout Brazil, in each case as of December 31, 2022. Our cement segment further diversifies our business model and permits us to use by-products of our other operations as inputs in our cement production.

Energy generation. We generate power through our hydroelectric facilities of Itá and Igarapava, as well as our thermoelectric plant located inside Presidente Vargas Steelworks, which allow us to benefit from reduced energy tariffs. We sell excess energy we generate in the energy market on a spot basis. Our 267 MW thermoelectric cogeneration plant can provide Presidente Vargas Steelworks with approximately 20% of its energy needs for its steel mills, and uses as its primary fuel the waste gases generated by our coke ovens, blast furnaces and steel processing facilities. We hold a 29.50% equity interest in the Itá hydroelectric facility in the state of Santa Catarina, through a 48.75% equity interest in ITASA, and a 17.92% equity interest in the Igarapava hydroelectric facility. Through these equity interests, we have secured an average of 167 MWavg in annual power supply for our operations under power purchase agreements at a fixed price per MWh, adjusted annually according to ITASA’s board decision and 24 MWavg at a cost price of the annual generation of Igarapava’s hydroelectric power plant.

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Thoroughly developed transport infrastructure. We have a thoroughly developed transport infrastructure, connecting our iron ore mines to our steel mills and to the port terminals we operate. Our Presidente Vargas Steelworks facility is located next to railway and port systems, which facilitates its supply of raw materials, product shipments and access to our main customers. Our steelworks are close to the main steel consumer centers in Brazil, with easy access to port facilities and railways. The concession for the main railway we use and operate is owned by MRS, in which we hold, directly and indirectly, as of December 31, 2022, a total of 37.27% (before non-controlling interest) ownership interest. The railway connects our Casa de Pedra mine to the Presidente Vargas Steelworks and to our terminals at Itaguaí Port, which handle our iron ore exports and most of our steel exports, as well as our imports of coal and metallurgical coke.

Low cost structure. As a result of our fully integrated business model, our thoroughly developed transportation infrastructure and our energy generation, we have been consistently generating high margins compared to peer companies in both the steel and mining segments. Other factors that lead to our low-cost structure include the strategic location of our steelworks facility along with our low-cost, skilled workforce.

Our Strategies

Our goal is to make the most of our high-quality product portfolio, low-cost production and diverse consumer market to preserve our position as one of the world’s lowest-cost steel producers and as a global player in the mining of iron ore, increase our cement segment’s market share and optimize our infrastructure assets, including ports, railways and power generating plants, which support our high integration and low cost structure. To achieve these goals, we have developed specific strategies for each of our business segments, as described below.

Steel

The strategy for our steel business comprises:

| · | Focus on the domestic market, by increasing market share in the flat steel segment and long steel market;

| · | Emphasis on high-margin coated steel products, such as galvanized, Galvalume®, pre-painted and tin plate;

| · | Investments in technology startups and other disruptive companies through our subsidiary CSN Inova Ventures, in order to foster innovation and efficiency;

| · | Geographical diversification through our flat and long steel facilities abroad and our focus on diversifying our exports through, among others, coated steels;

| · | Constant pursuit of operational excellence by developing and implementing cost reduction projects, including energy efficiency, and process review programs, including internal logistics optimization, project development and implementation discipline;

| · | Exploring marketing and commercial synergies through our flat steel distribution network and product portfolio to accelerate our entrance into the domestic long steel market; and

| · | Increased customized services and distribution abilities through our expanding distribution network.

Mining

In order to strengthen our position in the iron ore market, we plan to invest in our mining assets, including through CSN Mineração, to generate low operational costs and long-term growth opportunities.

In the coming years, we expect to reach an annual shipment level of over 60 million tons per year of iron ore products, including third-party products, by increasing mine capacities, including Casa de Pedra, and developing export services for third-party producers. In the short-term, considering the 26.7% increase in iron ore prices in the first quarter of 2023 compared to the last quarter of 2022, our focus is to export high-quality iron ore at optimal margins without affecting the balance of supply and demand in the transoceanic market. To sustain this growth, we plan to increase TECAR’s capacity from 45 million tons per year in 2022 to 60 million tons per year in 2027. For more information on risks relating to iron ore price volatility, see “Item 3. Key Information––3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—We are exposed to substantial changes in the demand for steel and iron ore, which significantly affect the prices of our products and may adversely affect us.”

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This expansion will be funded by CSN Mineração’s financings. For more information on CSN Mineração’s financings, see “Item 5. Operating and Financial Review and Prospects—5B. Liquidity and Capital Resources—Sources of Funds and Working Capital—Debt Maturity Profile” and future issuances of debentures or other debt instruments.

To maximize the profitability of our product portfolio, we are focused on increasing our output of high-quality pellet feed with Itabirite deposits and investing with strategic partners and customers in providing pellet feed to pellet producers.

Cement

We have invested heavily in our cement business and completed two important acquisitions in the last two years: Elizabeth Cimentos S.A. in 2021 and LafargeHolcim (Brasil) S.A. in 2022. These acquisitions allowed us to become the second largest player in the Brazilian cement market with an installed capacity of 17.0 million tons, seven integrated plants, six grinding and mixing plants and 15 distribution centers throughout Brazil, in each case as of December 31, 2022.

We intend to further consolidate the Brazilian cement market. Our cement business strategy looks to increased production and competitiveness, portfolio diversification and capillarity expansion by means of greenfield and brownfield projects, as well as possible acquisition opportunities. In addition, we expect favorable market perspectives in upcoming years due to a robust pipeline of infrastructure projects and higher industry utilization rates, each of which we expect will sustain cement consumption and favorable pricing in Brazil. The focus of our cement sales strategy is on the retail segment, which operates with a low level of inventory and for which our distribution centers provide a competitive advantage.

Energy

We intend to continue to take advantage of certain acquisition opportunities in our energy segment and to increase our generation of clean energy in order to support the operations and expansion of our other segments. The operations in our energy segment provide us with autonomy in meeting certain of our energy requirements and reduce our exposure to fluctuations in energy prices in the spot market.

Logistics

We expect to expand our logistics capabilities, which comprise our integrated infrastructure operations of railways and ports, in order to increase the transportation efficiency of both our incoming raw materials and distributed products. We will continue to improve our product delivery in the Brazilian market (mainly steel and cement) by implementing low-cost measures, increasing our use of rail transportation and providing more distribution centers to reach end-customers.

In addition to our bulk terminal TECAR, our TECON container terminal has a capacity of 660,000 twenty-foot equivalent units, or TEUs, per year.

In terms of railways, we are developing the TLSA project, which focuses on iron ore, agricultural commodities, gypsum and fuel. We also plan to invest in increased efficiency and capacity in the South of Brazil through our participation in MRS. Because MRS will primarily use its own operating income and other funding strategies to invest in its expansion projects, these investments will not require material capital expenditures by us.

Investments and Divestitures

In addition to our planned investments and capital expenditures, we continue to evaluate acquisition opportunities, as well as joint ventures and brownfield or greenfield projects, to improve our steel, mining and cement cost competitiveness and production, along with our energy generation, logistics capabilities and infrastructure.

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We also continue to evaluate business opportunities in order to improve our liquidity position in the short- to medium-term, including in the form of streaming transactions related to our iron ore business and the sale of our investment in Usinas Siderúrgicas de Minas Gerais S.A., or Usiminas.

Acquisition Activity

Elizabeth Cimentos S.A. and Elizabeth Mineração Ltda.

In August 2021, our cement subsidiary, CSN Cimentos, acquired Elizabeth Cimentos S.A. and Elizabeth Mineração Ltda., which operate in the Northeast region of Brazil. These acquisitions increased our cement production capacity by 1.3 million tons, from 4.7 million tons to 6.0 million tons.

LafargeHolcim (Brasil) S.A.

In September 2022, CSN Cimentos acquired the entirety of LafargeHolcim (Brasil) S.A., at a value of US$960.7 million. This acquisition added 11 million tons of cement per year to our production capacity, bringing our total production capacity to 17 million tons of cement per year, by means of plants strategically located in the Southeast, Northeast and Midwest regions of Brazil, as well as substantial high-quality limestone reserves.

Metalgráfica Iguaçu S.A.

In September 2022, our subsidiary Companhia Metalúrgica Prada acquired Metalgráfica, which, operating in Ponta Grossa, in the state of Paraná, and in Goiânia, in the state of Goiás, produces steel cans for the national and international market of metal food packaging. This acquisition improved the competitiveness, and represents a strategic step in expanding the capacity, of our packaging division.

Santa Ana Energética S.A. and Topázio Energética S.A.

In June 2022, CSN Cimentos and our energy subsidiary, CSN Energia S.A., or CSN Energia, acquired Santa Ana Energética S.A., which holds the concession for the hydroelectric power plant of Santa Ana, and Topázio Energética S.A., which holds, through its subsidiary Brasil Central Energia Ltda., the concession for the hydroelectric power plant of Sacre II.

Companhia Estadual de Geração de Energia Elétrica – CEEE-G

In 2022, our subsidiary Companhia Florestal do Brasil, or CFB, acquired CEEE-G, which holds concessions for hydroelectric power plants and greenfield wind power plant projects, for a total price of R$1,295.0 million. The purpose of this acquisition is to support and strengthen our business expansion strategy, through investments in renewable energy, as we seek self-sufficiency for greater competitiveness of our business.

Companhia Energética Chapecó – CEC

In July 2022, CSN Mineração acquired CEC, which holds the concession for a hydroelectric power plant that has an installed capacity of 120 MW.

The energy generated by the acquisitions in our energy segment support our cement and mining operations and will permits us to reduce the volume contracted pursuant to our largest external energy contract from 150 MWavg to 50 MWavg per year and, consequently, to reduce the costs of our energy consumption.

For more information, see “Item 3. Key Information—3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—We may not be able to consummate proposed acquisitions or integrate acquired businesses successfully.”

Joint Ventures, Strategic Alliances and Consortia

We currently operate parts of our business through joint ventures, strategic alliances and consortia with other companies. We have, among others: (i) a strategic alliance with an Asian consortium at our controlled investee CSN Mineração to mine iron ore; (ii) a concession jointly held with other Brazilian steel and mining companies at MRS Logística S.A., or MRS, to explore railway transportation in the Southeastern region of Brazil; (iii) a concession jointly held with certain Brazilian governmental entities at Transnordestina Logística S.A., or TLSA, to explore railway transportation in the Northeastern region of Brazil; (iv) a joint venture with Engie Brasil Energia S.A., or Engie Brasil, and Companhia de Cimento Itambé, or Itambé, at Itá Energética S.A., or ITASA, to produce electrical energy; and (v) an energy consortium with Aliança, L.D.R.S.P.E. Geracão de Energia e Participações Ltda. and AngloGold.

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Description of our Operating Segments

Our Steel Segment

We produce carbon steel, which is the world’s most widely produced type of steel, representing the vast bulk of global consumption. From carbon steel, we sell a variety of products, both domestically and abroad, to manufacturers in several industries.

Flat Steel

Our Presidente Vargas Steelworks produces flat steel products, which comprise slabs, hot-rolled, cold-rolled, galvanized and tin mill products. For more information on our flat steel production process, see “—Production Output.”

Slabs

Slabs are semi-finished products used for processing hot-rolled, cold-rolled or coated coils and sheet products. We are able to produce continuously cast slabs with a standard thickness of 250 millimeters, widths ranging from 830 to 1,600 millimeters and lengths ranging from 5,250 to 10,500 millimeters. We produce high, medium and low carbon slabs, as well as micro-alloyed, ultra-low-carbon and interstitial free slabs. The slabs are then slit and finished, generating blooms which are delivered to the long products plant.

Hot-Rolled Products

Hot-rolled products include heavy and light-gauge hot-rolled coils and sheets. A heavy gauge hot-rolled product, as defined by Brazilian standards, is a flat-rolled steel coil or sheet with a minimum thickness of 5.01 millimeters. We are able to provide coils of heavy gauge hot-rolled sheet with a maximum thickness of 12.70 millimeters used to manufacture automobile parts, pipes, structural beams and other construction products. We produce light gauge hot-rolled coils and sheets with a minimum thickness of 1.20 millimeters, which are used for welded pipe and tubing, automobile parts, gas containers, compressor bodies and light cold-formed shapes, channels and profiles for the construction industry.

Cold-Rolled Products

Cold-rolled products include cold-rolled coils and sheets. A cold-rolled product, as defined by Brazilian standards, is a flat cold-rolled steel coil or sheet with thickness ranging from 0.30 millimeters to 3.00 millimeters. Cold-rolled products have more uniform thickness and better surface quality when compared to hot-rolled products and their main applications are automotive parts, home appliances and construction. We supply cold-rolled coils with thickness ranging from 0.30 millimeters to 2.99 millimeters.

Galvanized Products

Galvanized products comprise flat-rolled steel coated on one or both sides with zinc or a zinc-based alloy applied by either a hot-dip or an electrolytic process. We use the hot-dip process, which is approximately 20% less expensive than the electrolytic process. Galvanizing is one of the most effective and low-cost processes used to protect steel against corrosion caused by exposure to water and the atmosphere. Galvanized products are highly versatile and can be used to manufacture a broad range of products, such as:

| · | automobiles, trucks and bus bodies;

| · | manufactured products for the construction industry, such as panels for roofing and siding, dry wall and roofing support frames, doors, windows, fences and light structural components;

| · | air ducts and parts for hot air, ventilation and cooling systems;

| · | culverts, garbage containers and other receptacles;

| · | storage tanks, grain bins and agricultural equipment;

| · | panels and sign panels; and

| · | pre-painted parts.

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Galvanized sheets, both painted and bare, are also frequently used for gutters and downspouts, outdoor and indoor cabinets and home appliances, among others. We produce galvanized sheets and coils in continuous hot-dip processing lines, with thickness ranging from 0.30 millimeters to 3.00 millimeters. The continuous process allows for products with highly adherent and uniform zinc coatings capable of being processed in nearly all kinds of bending and forming machinery.

We produce Galvanew in addition to standard galvanized products. Galvanew is produced by an additional annealing cycle just after the zinc hot-dip coating process. This annealing process causes iron to diffuse from the base steel into the zinc coating. The resulting iron-zinc alloy coating allows better welding and paint performance. The combination of these qualities makes our Galvanew product particularly well suited for manufacturing automobile and home appliance parts, including high gloss exposed parts.

At CSN Paraná, one of our branches, we produce Galvalume®, a continuous Al-Zn coated material. Although the production process is similar to hot-dip galvanized coating, Galvalume® has at least twice the corrosion resistance of standard galvanized steel. Galvalume® is primarily used in outdoor construction applications that may be exposed to severe acid corrosion, like marine uses.

The value added from the galvanizing process permits us to price our galvanized products with a higher margin. Our management believes that our expertise in value-added galvanized products presents one of our best opportunities for profitable growth because of the increase in Brazilian demand for these products.

Through CSN Paraná, we also produce pre-painted flat steel, which is manufactured in a continuous painting line. In this production line, a layer of resin-based paint in a choice of colors is deposited over either cold-rolled or galvanized base materials. Pre-painted material is a higher value-added product used primarily in the construction and home appliance markets.

Tin Mill Products

Tin mill products consist of flat-rolled low-carbon steel coils or sheets with, as defined by Brazilian standards, a maximum thickness of 0.45 millimeters, coated or uncoated. We apply coatings of tin or chromium by electrolytic process. Coating costs place tin mill products among our highest priced products. The added value from the coating process permits us to price our tin mill products at a higher margin. There are four types of tin mill products, all produced by us in coil and sheet forms:

| · | Tin plate: coated on one or both sides with a thin metallic tin layer plus a chromium oxide layer, covered with a protective oil film;

| · | Tin free steel: coated on both sides with a very thin metallic chromium layer plus a chromium oxide layer, covered with a protective oil film;

| · | Low tin coated steel: coated on both sides with a thin metallic tin layer plus a thicker chromium oxide layer, covered with a protective oil film; and

| · | Black plate: uncoated product used as the starting material for the coated tin mill products.

Tin mill products are primarily used to make cans and other containers. With six electrolytic coating lines, we are one of the largest producers of tin mill products in the world and the sole producer of coated tin mill products in Brazil.

Quality Management System

We maintain a quality management system that is certified to comply with the International Standardization Organization, or ISO, 9001:2015 standard and the automotive industry’s International Automotive Task Force, or IATF, standard 16949:2016. ISO 9001:2015 is for the design and manufacture of slabs, blooms, billets, hot-rolled flat, pickled and oiled, cold-rolled and galvanized steel, tin mill products and long steel products; and IATF 16949:2016, third edition, is for the manufacture of hot-rolled flat, pickled and oiled steel products, cold-rolled and galvanized steel products. We maintain product certifications for hot-rolled steel in accordance with European Standards EN10025 and regulation (EU) no. 305/2011, CE Mark, and for the supply of steel wires and bars intended for reinforcing of concrete structures in accordance with applicable Brazilian regulations. In addition, as a manufacturer and supplier of products for the food packaging industry, we hold the food safety management system certification, or FSSC 22000, recognized by the Global Food Safety Initiative, most recently audited in December 2022.

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Production Output

The following table sets forth the aggregate annual production of crude steel in Brazil and by us, and the percentage of Brazilian production attributable to us for the periods indicated:

| Brazil | CSN | CSN as % of Brazil
2022 | 33.9 | 3.6 | 11.2%
2021 | 36.0 | 4.0 | 11.1%
2020 | 30.9 | 3.5 | 11.3%

_____________

Source: Brazilian Steel Institute (Instituto Aço Brasil), or IABr.

The following table sets forth selected operating statistics for the periods indicated:

| 2020 | 2021 | 2022
| (in millions of tons)
Production of: |  |  |
Molten steel | 3.6 | 4.2 | 3.7
Crude steel | 3.5 | 4.0 | 3.6
Hot-rolled coils and sheets | 3.5 | 4.0 | 3.6
Cold-rolled coils and sheets | 2.4 | 2.5 | 2.2
Galvanized products | 1.5 | 1.5 | 1.4
Tin mill products | 0.4 | 0.4 | 0.4

Raw Materials and Suppliers

The main raw materials we use in our integrated steel mill include iron ore, coke, coal (from which we make coke), limestone, dolomite, aluminum, tin and zinc. In addition, our production operations consume water, gases, energy and ancillary materials.

Iron Ore

We are able to obtain the majority of our iron ore requirements from our Casa de Pedra and Engenho mines located in the state of Minas Gerais. The only iron ore product that we buy from third parties is pellet. For more information, see “—Our Mining Segment.”

Coal

In 2022, our metallurgical coal consumption was 1.37 million tons. Metallurgical coal includes coking coal and PCI coal, which is a lower grade coal injected into blast furnaces, in pulverized form, to reduce coke consumption. The PCI system reduces our need for imported coke, thereby reducing production costs. Our total PCI coal consumption in 2022 was 0.50 million tons, all of which was imported. The sources of the hard coking coal consumed in our plants in 2022 were as follows: United States (59.4%) and Australia (40.6%); and for PCI: Russia (83.9%), China (15.2%) and Colombia (0.9%).

Coke

In 2022, in addition to approximately 0.64 million tons of coke we produced, we also consumed 1.23 million tons of coke purchased from third parties in China, Japan, India, United States, Australia and Colombia, which represented a decrease of 11.9% compared to our consumption in 2021.

Limestone and Dolomite

Our Bocaina Mine is located in the city of Arcos, in the state of Minas Gerais, and has been supplying, since the early 1970s, limestone (calcium carbonate) and dolomite (dolomitic limestone) to our Presidente Vargas Steelworks in Volta Redonda. These products are used in the process of sintering and calcination. Arcos has one of the largest and highest quality reserves of limestone in the world. Limestone is used in the production of various products, including clinker and cement.

The annual production of limestone and dolomite for our steelworks is approximately 5.9 million tons.

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The main products obtained from limestone and dolomite that are transferred to our steelworks in Volta Redonda are:

| · | Limestone and dolomite calcination: with a granulometry between 32 and 76 mm, they are used in the lime plant in Volta Redonda to produce calcitic and dolomitic lime, for further use in the steelmaking process and sintering. At the steelworks, lime is used for chemical controlling of liquid slag, in order to preserve the refractory of the converters and assist in the stabilization of the chemical reactions that occur during the steel manufacturing process. During sintering, the purpose of lime is to increase the performance of this process and the final quality of the sinter that is produced.

| · | Limestone and dolomite fines for sintering: used in the production of “sinter” in our steelworks. The sintering process mixes and heats together with fine ores, solid fuel and flux, producing a highly reactive granulated burden. The sinter is used in blast furnaces as the main source of iron for the production of pig iron.

The Bocaina Mine is also responsible for supplying limestone for cement manufacturing in Volta Redonda and Arcos.

Aluminum, Zinc and Tin

Aluminum is mostly used for steelmaking. Zinc and tin are important raw materials used in the production of certain higher-value steel products, such as galvanized and tin plate. We typically purchase aluminum and tin from third-party domestic suppliers and zinc from third-party domestic and international suppliers under annual contracts. We purchase part of our tin from our subsidiary ERSA. We maintain approximately 55, 23 and 25 days’ inventory of tin, aluminum and zinc, respectively, at the Presidente Vargas Steelworks.

Other Raw Materials

In our production of steel, we consume, on an annual basis, significant amounts of spare parts, refractory bricks and lubricants, which we generally purchase from domestic suppliers.

We also consume significant amounts of oxygen, nitrogen, hydrogen, argon and other gases at the Presidente Vargas Steelworks. These gases are supplied by a third-party under a long-term contract from gas production facilities located on the Presidente Vargas Steelworks site.

In 2022, we used 568,661 tons of oxygen in the Presidente Vargas Steelworks site.

Water

We require large quantities of water in the production of steel. Water serves as a solvent, a catalyst and a cleaning agent. It is also used to cool, carry waste, help produce and distribute heat and power and dilute liquids. Our source of water is the Paraíba do Sul River, which runs through the city of Volta Redonda. 94.4% of the water used in the steelmaking process is recirculated and the balance, after careful processing, is returned to the Paraíba do Sul River. Since March 2003, the Brazilian government has imposed an annual tax of R$3.1 million for our use of water from the Paraíba do Sul River.

Natural Gas

The market for natural gas is strongly correlated with the energy market and we consume both natural gas and electrical energy, mainly in our hot strip mill. Naturgy (formerly Companhia Estadual de Gás do Rio de Janeiro S.A.) is our primary natural gas supplier. To secure natural gas supply, we maintain a “take-or-pay” agreement with Naturgy, pursuant to which we committed to acquire at least 70% of the gas volume it provides. If we do not acquire this minimum volume, we may compensate the difference in amount paid in future years up to one year after the contract’s termination. In 2022, the Presidente Vargas Steelworks consumed 422.8 million cubic meters of natural gas.

Diesel Oil

We maintain agreements with Companhia Brasileira de Petróleo Ipiranga, or Ipiranga, to receive diesel oil in order to supply our equipment in our mining plants in the state of Minas Gerais, which provide the iron ore, dolomite and limestone used in our steel plant in Volta Redonda.

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In 2022, our diesel oil consumption was 73,942 kiloliters, used to produce 24.3 million tons of iron ore, for which we paid R$362.4 million. For more information, see “Item 3. Key Information––3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—We are exposed to substantial changes in commodities prices, including oil prices, which significantly affect the prices of our inputs and the prices of our products, and may adversely affect us.”

Suppliers

We acquire our inputs in Brazil and abroad. Aluminum, zinc, tin, spare parts, refractory bricks, lubricants, oxygen, nitrogen, hydrogen and argon are the main inputs we acquire in Brazil. Coal and coke are the only inputs we acquire abroad.

In 2020, 2021 and 2022, we consumed 75,971 tons, 207,344 tons and 190,256 tons, respectively, of third-party slabs.

Following are our main raw materials suppliers:

Main Suppliers | Raw Material
Ternium | Slabs
BHP, Kru Overseas, Warrior, Alpha Metallurgical, Suek AG, E-Commodities and German Creek | Coal
CI Milpa, Trafigura, Sinochem and Noble | Coke
TAG, Ibrame and IBM Metais | Aluminum
Zinco Ligas, Sorin and IBM Metais | Zinc
ERSA, Fabrica Auricchio and Mineração Taboca | Tin
Sotreq, Minas Máquina, Komatsu, Inova, WLM, Metso and Sany | Spare parts
RHI Magnesita, Vesuvius, IBAR, Togni S/A and Saint Gobain | Refractory bricks
Iconic, Quaker-Houghton and Daido | Lubricants
Vale, Vallourec and Samarco | Pellet
Ipiranga | Diesel oil

Flat Steel Mill

The Presidente Vargas Steelworks, located in the city of Volta Redonda, in the state of Rio de Janeiro, began operating in 1946. It is an integrated facility covering approximately four square km and containing five coke batteries, three of which are in operation, three sinter plants, two blast furnaces, a basic oxygen furnace steel shop, with three converters, three continuous casting units, one hot strip mill, three cold strip mills, two continuous pickling lines, one continuous annealing line, 28 batch annealing furnaces, three continuous galvanizing lines, four continuous annealing lines exclusively for tin mill products, three of which are in operation, and six electrolytic tinning lines, three of which are in operation.

The annual production capacity of steel at the Presidente Vargas Steelworks is 5.4 million tons.

Downstream Facilities

CSN Paraná

Our CSN Paraná branch produces and supplies plain regular galvanized products, Galvalume® products and pre-painted steel products for the automotive, construction and home appliance industries. The plant has an annual capacity of 295,000 tons of galvanized products and Galvalume® products, 131,000 tons of pre-painted products, which can use cold-rolled or galvanized steel as substrate, service capacity of 150,000 tons of sheets and narrow strips, and 384,000 tons of pickled hot-rolled coils in excess of the coils required for the coating process.

CSN Porto Real

Our CSN Porto Real branch produces and supplies plain regular galvanized, Galvanew and tailored blanks mainly for the automotive industry. The plant has an annual capacity of 350,000 tons of galvanized products, including Galvanew products, and 354,000 tons of tailored blanks, sheets and narrow strips, which can use cold-rolled or galvanized steel as a substrate.

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Companhia Metalúrgica Prada

Established in 1936, Companhia Metalúrgica Prada is the largest Brazilian steel can manufacturer and has an annual production capacity of over one billion cans in its five industrial facilities located in the states of São Paulo, Minas Gerais, Rio de Janeiro and Rio Grande do Sul and in the city of Brasília. We are the only Brazilian producer of tin plate, which is Companhia Metalúrgica Prada’s main raw material, making it one of our most important products. Companhia Metalúrgica Prada has important customers in the food and chemical industries, including packages of vegetables, fish, dairy products, meat, aerosols, infant nutrition and other business activities.

Prada Distribuição, the distribution arm of Companhia Metalúrgica Prada, is one of the leaders in the Brazilian distribution market for steel products with 600,000 tons per year of installed processing capacity. Prada Distribuição has two steel service centers and three distribution centers strategically located in the Southeast region of Brazil. The service centers are located in the city of Mogi das Cruzes, in the state of São Paulo, and in the city of Valença, in the state of Rio de Janeiro. Its product mix also includes sheets, slit coils, sections, tubes and roofing in standard or customized format, according to customers’ specifications. Prada Distribuição processes the entire range of products produced by us and services 4,000 customers annually from the civil construction, automotive and home appliances sectors, among others.

For more information on Companhia Metalúrgica Prada’s operations, see “—Investments and Divestitures—Acquisition Activity—Metalgráfica Iguaçu S.A.”

Lusosider Aços Planos, S.A.

Lusosider Aços Planos S.A., or Lusosider, is a flat steel processing facility located in Seixal, near Lisbon, Portugal. Lusosider has the capacity to produce approximately 105,000 tons of hot-rolled pickled coils, 36,000 tons of cold-rolled steel products and 276,000 tons of galvanized steel products per year. Its main customers include service centers and tube making industries.

CSN Distribuição

We have one service center, located in the city of Camaçari, in the state of Bahia, to support sales in the Northeastern and Northern regions of Brazil. We also have a distribution center in the city of Canoas, in the state of Rio Grande do Sul, to support sales in the Southern region of Brazil.

CSN Cut and Bend

We have one service center, located in the city of Vargem Grande Paulista, in the state of São Paulo, to support sales in the Southeast region of Brazil.

SWT Long Steel Mill

In February 2012, we acquired SWT in Germany, which marked our entry into the long steel market. SWT specializes in the production of profiles, including IPE (European I Beams) and HE (European Wide Flange Beams) sections, channels and UPE (Channels with Parallel Flanges) sections and steel sleepers. In total, SWT produces more than 200 types of sections according to different German and international standards. The following table sets forth SWT’s production:

| 2020 | 2021 | 2022
Production of: |  |  |
Beam blank (crude steel) | 812 | 811 | 758
Long steel (finished products) | 769 | 748 | 712

SWT possesses a 28 km internal railway system, as well as the logistics infrastructure to ensure supply of scrap and delivery of finished products. The main markets served by SWT include non-residential construction, equipment industries and engineering and transport, in Germany and in neighboring countries, including Poland and the Czech Republic. The following table sets forth SWT’s capacity:

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| Tons per year | Equipment in operation
Process: |  |
EAF – Electric Arc Furnace | 1,100,000 | 1 furnace
Ladle Furnace | 1,100,000 | 1 furnace
Finished Products: |  |
Section Mill | 1,000,000 | 1 mill

Raw Materials

The main raw material we use in our long steel production is scrap. In addition, we require electrical energy, natural and technical gases and ancillary materials like ferroalloys, lime, dolomite and foaming coal.

Scrap

Our scrap consumption in 2022 was 0.85 million tons, as compared to 0.92 million tons in 2021. Scrap accounted for approximately 67% and 72% of our production costs in 2022 and 2021, respectively. In 2022, scrap prices increased 13%, as compared to 2021, while production costs increased 23%, mainly due to increased energy costs. We are able to obtain approximately 70% of our scrap needs from within a 250 km vicinity of our production facilities.

Ferroalloys, Lime and Foaming Coal

Because we do not own any sources of ferroalloys, lime or foaming coal, we must buy these raw materials from third-party traders, most of which are located in Europe and source these raw materials from producers around the world.

Rolls

We consume different types of rolls in our rolling mill, usually cast rolls that come from Germany, Italy, Slovenia and China.

Graphite Electrodes

In the smelting shop, which is an electric arc furnace, we use graphite electrodes with a diameter of 750mm. In the ladle furnace, we use electrodes with a diameter of 400mm. We source these electrodes from Europe, Japan and China.

Other Raw Materials

Our production of steel also requires the use of electrodes, rolls, refractory materials and materials for packaging and spare parts, which are mostly purchased from domestic suppliers.

Water

Large amounts of water are required in the production process. Our source of water is the Saale River, located five km from the plant. We use our own water station to pump water via pipelines to the plant.

Electrical Energy and Natural Gas

Steelmaking also requires significant amounts of electrical energy and natural gas, for which we have supply contracts. Under normal conditions, we consume approximately 422 GWh of electrical energy and 392 GWh of natural gas annually.

In 2022, SWT was able to meet its energy needs pursuant to contracts negotiated before the beginning of the conflict between Russia and Ukraine, which conflict resulted in steep price increases for natural gas in Europe throughout the year. In 2023, SWT will need to contract its energy supply in the spot market at significantly higher prices than those paid in 2022.

Suppliers

We acquire the inputs necessary for the production of our products globally. The following table sets forth our main raw materials suppliers:

Main Suppliers | Raw Material
Scholz, TSR | Scrap
RWE Supply & Trading GmbH | Electrical energy
GETEC Energie Gas GmbH | Natural gas
Refractories Site Service GmbH | Refractory
Graftec, W.A.S., SHOWA DENKO | Electrodes
Siemens, Schneider, Voith | Spare parts
Irle, Walzengießerei Coswig | Rolls

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Volta Redonda Long Steel Mill

Our Volta Redonda plant for the production of long steel products comprises a 50-ton electric arc steelmaking furnace, 50-ton ladle furnace, continuous casting machine for billets and a hot rolling mill for wire rod and reinforcing bar. This plant is operational and its production increases annually, providing the Brazilian market with products for civil construction and high quality drawing and cold heading applications. In addition to our operational performance improvements, we are developing and negotiating certain equipment enhancements that we expect will provide for nominal capacity of 383 kt/year of billets and 450 kt/year of laminates.

Steelmaking Shop

Designed for an output of 200,000 tons per year, this unit mainly consists of one 50 ton UHP, AC electric arc furnace, one 50 ton ladle furnace, one continuous casting machine for billets with three strands, mobile equipment and cranes, power supply, distribution facilities and auxiliary equipment.

Rolling Mill

Designed for an output of 500,000 tons per year, this unit has one walking-beam reheating furnace, or RHF, a four-stand blooming mill, a 250 ton hot shear, a six-stand roughing mill, a six-stand intermediate mill, a six-stand pre-finishing mill, internal water cooling, a double length flying shear, a stepping cooling bed, a 500 ton cold shear, transfer inspection stand, bundling machine, a water-cooling section before wire finishing mill, a 10-stand high-speed wire finishing mill, a water-cooling section after wire finishing mill, a laying head, a loose coil cooling line, reforming device, bundling machine, stripper and coil handling devices.

Production Output

The following table sets forth the production output of our Volta Redonda long steel mill:

| 2020 | 2021 | 2022
| (in thousands of tons)
Billets (crude steel) | 223 | 228 | 208
Long steel (finished products) | 216 | 236 | 217

Raw Materials and Energy Suppliers

The main raw material we use in our long steel production in Volta Redonda is scrap, in addition to pig iron. We also use blooms, which we produce in our blast furnace. In addition, our production operations consume electrical energy, natural and technical gases and ancillary materials like ferroalloys, lime, dolomite and foaming coal. The supply sources for these materials are the same used for our flat steel operations. See “—Raw Materials and Suppliers.”

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Our Mining Segment

Following is an overview of our material mining properties:

Material Mining Properties

Name of mining operation | Location of the mining operation | Type and amount of ownership interest (%) | Operator | Surface (Ha) | Stage of the mining operation | Permits | Key condition of permit | Type of mine/material | Beneficiation plant and other installations
Casa de Pedra | Congonhas, MG | 79.75 | CSN Mineração | 2,516 | Production | Yes | EIA(1) and others | Open Pit / Iron Ore | Mining facilities and Pires
Engenho | Congonhas, MG | 79.75 | CSN Mineração | 344 | Production | Yes | EIA(1) and others | Open Pit / Iron Ore | Mining facilities and Pires

_____________

| (1) | Environmental Impact Assessment – EIA. Permits or licenses have been obtained, are being renewed or are being processed in accordance with current regulations.

Following is an overview of our non-material mining properties:

Non-material Mining Properties

Name of mining operation | Location of the mining operation | Type and amount of ownership interest (%) | Operator | Surface (Ha) | Stage of the mining operation | Permits | Key condition of permit | Type of mine/ material | Beneficiation plant and other installations
Bocaina | Arcos, MG | 100 | CSN Cimentos Brasil | 342.9 | Production | Yes | (2) | Open Pit / Limestone, Dolomite | Bocaina Mining Facilities and Tin (ERSA)
Pitimbu | Alhandra, PB | 100 | CSN Cimentos Brasil | 746.7 | Production | Yes | (2) | Open Pit / Limestone, Clay, Sand | Pitimbu Mining Facilities
Capoeira Grande | Barroso, MG | 100 | CSN Cimentos Brasil | 93.4 | Production | Yes | (2) | Open Pit / Limestone | Capoeira Grande Mining Facilities
Mata do Ribeirão | Barroso, MG | 100 | CSN Cimentos Brasil | 129.7 | Production | Yes | (2) | Open Pit / Limestone | Mata do Ribeirão Mining Facilities
Fazenda Campinho | Pedro Leopoldo, MG | 100 | CSN Cimentos Brasil | 661.4 | Production | Yes | (2) | Open Pit / Limestone | Fazenda Campinho Mining Facilities
Boa Vista | Montes Claros, MG | 100 | CSN Cimentos Brasil | 432.9 | Production | Yes | (2) | Open Pit / Limestone | Boa Vista Mining Facilities
Saudade | Cantagalo, RJ | 100 | CSN Cimentos Brasil | 514.6 | Production | Yes | (2) | Open Pit / Limestone | Saudade Mining Facilities
Miramar | Caaporã, PB | 100 | CSN Cimentos Brasil | 983.7 | Production | Yes | (2) | Open Pit / Limestone | Miramar Mining Facilities
Fernandinho | Itabirito, MG | 79.75 | Minerios Nacional | 147.0 | Deactivated | Yes | - | Open Pit / Iron Ore | -

_____________

| (1) | The key permissions to guarantee the respective reserves are: mineral concessions; environmental licenses; and rights to use the property.

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The following tables set forth each individual property’s production information:

Material Mining Properties

Name of mining operation | Location of the mining operation | Beneficiation plant and other installations | Aggregate production 2020 (*1000) | Aggregate production 2021 (*1000) | Aggregate production 2022 (*1000)
Casa de Pedra | Congonhas, MG | Mining facilities and Pires | 25,680 | 26,790 | 23,725
Engenho | Congonhas, MG | Mining facilities and Pires | 2,200 | 5,566 | 7,024

Non-material Mining Properties

Name of mining operation | Location of the mining operation | Beneficiation plant and other installations | Aggregate production 2020 (tons.) | Aggregate production 2021 (tons.) | Aggregate production 2022 (tons.)
Bocaina | Arcos, MG | Bocaina Mine and Tin (ERSA) | 2,280,760 | 1,823,878 | 2,315,465
Pitimbu | Alhandra, PB | Pitimbu Mine | 1,734,110 | 1,762,657 | 1,417,962
Capoeira Grande | Barroso, MG | Capoeira Grande Mine | 294,002 | 281,095 | 329,795
Mata do Ribeirão | Barroso, MG | Mata do Ribeirão Mine | 1,323,850 | 1,397,347 | 1,772,303
Fazenda Campinho | Pedro Leopoldo, MG | Fazenda Campinho Mine | 1,168,741 | 1,518,200 | 1,238,936
Boa Vista | Montes Claros, MG | Boa Vista Mine | 864,201 | 906,417 | 1,004,218
Saudade | Cantagalo, RJ | Saudade Mine | 934,103 | 1,037,009 | 986,374
Miramar | Caaporã, PB | Miramar Mine | 1,376,697 | 1,677,637 | 1,833,328
Fernandinho | Itabirito, MG | Fernandinho Mine | - | - | -

Iron Ore Mining Properties

Our iron ore business is conducted by our subsidiary CSN Mineração in the state of Minas Gerais, within the area called the Iron Quadrangle. Casa de Pedra mine, Engenho mine and Fernandinho mine are our open pit mines. Casa de Pedra mine and Engenho mine belong to the same mining complex and run their own transportation and shipping capabilities. The mining complex comprises the Casa de Pedra Central Plant and the Pires Benefitiation Plant. Fernandinho mine, which is currently deactivated, is located on the North side and, when it was active until 2015, it also ran its own transportation and shipping capabilities.

To complement its iron ore mining properties, CSN Mineração runs the Itaguaí Port, located in the municipality of Itaguaí, state of Rio de Janeiro, and the Presidente Vargas Steel Plant, in the municipality of Volta Redonda, also in the state of Rio de Janeiro.

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The following map presents an overview of our iron ore operations:

Our iron ore properties comprise Casa de Pedra and Engenho (both material properties) and Fernandinho (non-material property), as further described below:

Casa de Pedra Mine – Congonhas, MG

Casa de Pedra mine is our main iron ore mine. It is located in the municipality of Congonhas, 80 km to the South of Belo Horizonte, the capital of the state of Minas Gerais. Its mining concession has no expiration date and covers 2,516 hectares. Casa de Pedra is in full production stage.

Casa de Pedra mine has all the necessary permits for current operations, and the authorization process related to its planned production expansion is running according to schedule. Related facilities, such as waste piles and tailings dams, also comply with applicable legislation.

Casa de Pedra mine is an open pit operation with high grade hematite ore type (iron grade of approximately 64%) mixed with a minor amount of Itabirite ore type (iron grade of approximately 30-60%). Mine occurrences are represented by banded iron formations, varying from low grade (~Fe@30%) to medium/high grade types (~Fe@60%), and supergenous/hypogenous hematite (Fe@64%), all varying from fresh to hard material types. Some types of mineralized covers are also mixed to feed the plant. The geology framework is complex as a consequence of innumerous geological events that created an integrate grade variability scenario. For this reason, mapping and drilling are always reinforced and are one of the work priorities at Casa de Pedra.

The Central Plant is fed with natural high grade run of mine, and the beneficiation process comprises crushing, screening, and flotation. The Central Plant generates lump ore, sinter feed and pellet feed. The Pires beneficiation plant is fed with low to medium grade in a dry beneficiation process.

All products from Casa de Pedra are transported by MRS’s railroad, which transports iron ore to the Itaguaí maritime terminal in the state of Rio de Janeiro.

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Engenho Mine – Congonhas, MG

Engenho mine covers 344 hectares and has been integrated in the Casa de Pedra mining complex since 2012. Engenho mine production is constantly mixed with Casa de Pedra mine production, following the same process route.

The following map sets forth a detailed illustration of Casa de Pedra mine and Engenho mine locations:

Fernandinho Mine – Itabirito, MG

Fernandinho mine covers 147 hectares and has been integrated in the Casa de Pedra mining complex since 2012. Fernandinho mine’s operations were deactivated in 2015 as part of an internal strategic decision. In the future, additional geological, drilling and resource studies and estimations will be performed in order to update mineral resources conversion to mineral reserves.

The following map sets forth a detailed illustration of Fernandinho mine and its related facilities:

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In addition to the mining properties detailed above, CSN Mineração conducts initial exploration activities in the surrounding areas of our mining operations.

The following chart sets forth a summary of our iron ore resources and reserves, updated to December 31, 2022, considering our ownership interest in each property:

| Measured mineral resources | Indicated mineral resources | Measured + Indicated mineral resources | Inferred mineral resources |
| Amount | Grades/ Qualities | Amount | Grades/ Qualities | Amount | Grades/ Qualities | Amount | Grades/ Qualities |
| (Million tonnes) | (% Fe) | (Million tonnes) | (% Fe) | (Million tonnes) | (% Fe) | (Million tonnes) | (% Fe) |
Iron ore: |  |  |  |  |  |  |  |  |
Casa de Pedra Mine | 166 | 39.8 | 1,166 | 37.6 | 1,332 | 38.1 | 1,364 | 37.1 |
Engenho Mine | 178 | 40.2 | 44 | 46.9 | 222 | 41.6 | 11 | 43.5 |
Fernandinho Mine | 42 | 39.8 | 49 | 39.2 | 92 | 39.5 | 50 | 38.6 |

_____________

Updated December/2022.

| Proven mineral reserves | Probable mineral reserves | Total mineral reserves |
| Amount | Grades/ Qualities | Amount | Grades/ Qualities | Amount | Grades/ Qualities |
| (Million tonnes) | (% Fe) | (Million tonnes) | (% Fe) | (Million tonnes) | (% Fe) |
Iron ore: |  |  |  |  |  |  |
Casa de Pedra Mine | 305 | 43.4 | 1,150 | 40.6 | 1,455 | 41.2 |
Engenho Mine | 154 | 39.8 | 25 | 46.3 | 179.0 | 40.7 |

_____________

*CSN considers an average price of US$95 per ton for the economic analysis.

Updated December/2022

Casa de Pedra mine and Engenho mine are mill feed material (Run of Mine – ROM) and the point of reference for the mineral reserves is ore delivered to the processing facility.

The following tables set forth Casa de Pedra mine and Engenho mine reserves pit optimization parameters:

_____________

Notes:

Metallurgical recovery or mass recovery for PC/OS = 82.40%

Metallurgical recovery or mass recovery for P15 = 43.80%

Overall metallurgical recovery or mass recovery = 52.60%

Cut-off grade: 22.40%

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Cement Mining Properties

The following maps present the location of each non-material cement mining property set forth below:

Bocaina Mine – Arcos, MG:

Pitimbu – Alhandra, PB:

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Mata do Ribeirão and Capoeira Grande – Barroso, MG:

Fazenda Campinho – Pedro Leopoldo, MG:

Boa Vista – Montes Claros, MG:

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Saudade – Cantagalo, RJ:

Miramar – Caaporã, PB:

Each property includes a mine: (i) Elizabeth Plant – Pitimbu Mine; (ii) Barroso Plant – Capoeira Grande Mine and Mata do Ribeirão Mine; (iii) Pedro Leopoldo Plant – Pedro Leopoldo Mine (Fazenda Campinho); (iv) Cantagalo Plant – Cantagalo (Saudade Mine); (v) Caaporã Plant – Caaporã (Miramar Mine); (vi) Montes Claros Plant – Mining complex of Montes Claros; and (vii) Arcos – Bocaina Mine.

Each cement mining property is owned 100% by us and holds the respective mining and property rights.

Each of these properties is operational. The key permissions to guarantee the respective reserves are: mineral concessions; environmental licenses; and rights to use the property. Each of the property’s mining types and mineralization styles, as well as respective processing plants and other available facilities, are set forth in the tables above under the heading “Non-material Mining Properties.”

The following tables set forth the mineral reserves and mineral resources for each cement property containing measured and indicated resources informed separately and useful life information calculated only for reserves. With respect to quality, the guidelines employed provide for a minimum CaO content of 45% for all cement mines. CSN does not report inferred resources for its non-material cement mines because they are resources of low geological knowledge, CSN considers that inferred resources provide little practical value for asset valuation and CSN is not required to report inferred resources to the Brazilian mining authority. CSN considers the following measured and indicated proven reserves, resources and mine life, in each case as of December 31, 2022:

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The following tables set forth the pit optimization parameters for our non-material properties:

| Alhandra | Arcos | Barroso | Caaporã | Cantagalo | Montes Claros | Pedro Leopoldo
Diesel/Gasoline | 3,783 | 11,692 | 5,276 | 2,841 | 2,084 | 1,842 | 1,968
Electrical Energy Variable | 453 | 2,920 | 1,930 | 679 | 332 | 416 | 1,008
Wear Parts | - | - | 344 | 4 | 73 | 98 | 226
Production and Distribution Material | 2,450 | 3,546 | 2,036 | 1,743 | 788 | 999 | 1,536
Outsourced Activities | - | - | 3,910 | 2,574 | 515 | 2,509 | 1,090
Mining Concessions and Royalties | - | - | 1,218 | 773 | 461 | 452 | 420
Variable Cash Cost | 6,687 | 18,158 | 14,714 | 8,614 | 4,253 | 6,316 | 6,249
Electrical Energy Fixed | - | - | 429 | 221 | 93 | 99 | 361
Labor Expenses Own | 4,049 | 14,747 | 7,080 | 4,781 | 3,372 | 3,521 | 3,221
Third Party Services | 1,247 | 22,365 | 4,206 | 1,076 | 297 | 507 | 1,822
Maintenance Material | 1,541 | 2,503 | 2,748 | 837 | 372 | 321 | 1,813
Other Cost | 165 | 5,055 | 2,827 | 331 | 53 | 101 | 213
Fixed Cash Cost | 7,002 | 44,668 | 12,971 | 4,541 | 3,292 | 3,197 | 6,161
Cash Cost | 13,689 | 62,826 | 27,684 | 13,155 | 7,544 | 9,514 | 12,410
Depreciation and Amortization | 387 | 30,452 | 22,383 | 6,710 | 4,243 | 1,257 | 2,590
Cost of Goods Sold | 14,076 | 93,278 | 50,068 | 19,934 | 11,787 | 10,770 | 15,049
Price* | ~10% | ~10% | ~10% | ~10% | ~10% | ~10% | ~10%

_____________

*With respect to price parameters, we assume a margin of 10% over total cost of goods sold, since we do not conduct direct sales. With respect to commodity price, pricing dynamics for cement are a function of local supply and demand and are not, like other commodities such as steel and iron ore, pegged to an index or to global commodity prices. In addition, cement prices take into account the costs of cement plants, which may vary by plant and by company.

Our Cement Segment

Our cement segment comprises seven integrated cement plants, six grinding and mixing plants and 15 distribution centers throughout the Southeast, Northeast and Midwest of Brazil.

Production

Our cement production in the Southeast region of Brazil takes place in the states of Rio de Janeiro (Volta Redonda) and Minas Gerais (Arcos, Barroso, Pedro Leopoldo, Montes Claros and others) and begins with the influx of raw materials comprising clinker, limestone, gypsum and slag. Clinker is produced in our plant in Arcos, where limestone, clay and other correctives such as iron ore and bauxite are ground in a raw mill and calcined inside the kiln. Clinker and limestone are stored in silos and warehouses and come in part from Arcos to Volta Redonda by rail. Slag is a by-product of iron and steel, produced in the blast furnace and is stored in a warehouse, arriving at our cement plant by road. We use natural gypsum, which arrives at the plant by truck and is stored in a warehouse. Our cement production in the Northeast region of Brazil takes place in Alhandra in a similar clinker production process as in Arcos. All transportation of raw materials within the plant is carried out by conveyor belts, placing inputs in scales according to a predefined formula and delivering them to the mills. There are two grinding lines in each of our Volta Redonda, Arcos and Alhandra plants. The total annual capacity of our seven cement plants is 17 million tons. The cement grinding process in Volta Redonda and Arcos is by vertical mills. The mills have a hydraulic roller system, which uses pressure to grind the layer of material on the turntable. In Volta Redonda, hot gas, derived from the combustion of natural gas or petroleum coke, is used in the mills to dry materials. In Alhandra, the cement grinding process is by ball mills. The materials are ground to a fine powder, in rotating, cylindrical ball mills containing a charge of steel grinding balls.

We produce clinker in each of our seven integrated cement plants. The main raw materials for the production of clinker are limestone, clay and other correctives (iron ore, bauxite, etc.). These materials undergo grinding and are then dosed, forming the so-called “raw meal.” After the homogenization of this raw meal, the mixture is taken to a kiln where it is heated to high temperatures. As a result of this procedure, we obtain clinker, which is the base material for our cement. We add gypsum and other ingredients to the clinker mix that are dosed and fed into the cement mills until we reach a granulometry suitable for the type of cement products.

In addition to our integrated plant mills, we have independent grinding stations in strategic locations that receive our clinker or clinker purchased in small volumes from third parties.

The portfolio of cement products we offer in bagged and bulk forms includes the following: (i) CP II (Composite Portland Cement), (ii) CPIII (Blast Furnace Portland Cement) and (iii) CP V ARI (High Initial Strength Portland Cement). We produce these different types of cement with the addition of different elements in the composition, as well as filler (calcium carbonate), slag and pozzolan.

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Our Energy Segment

Our energy segment comprises our generation plants, which support reduction of our production costs and exposure to fluctuations or availability of certain energy sources and generate revenue though our commercialization of the energy surplus. Following is an overview of our energy segment related assets.

Thermoelectric Co-Generation Power Plant

We have a 245 MW thermoelectric co-generation power plant at the Presidente Vargas Steelworks. Aside from operational improvements, the power plant supplies our strip mills with electric energy, processed steam and forced air from the blast furnaces, benefiting the surrounding environment through the elimination of flares that burn steel-processing gases into the atmosphere. In addition, we have a turbine generator, which adds 22 MW to our installed capacity. This turbine is located near our blast furnace no. 3 and uses the outlet gases from the iron making process to generate energy. The total annual capacity of our thermoelectric co-generation power plant is 267 MW.

Itá Hydroelectric Facility

We hold a 29.50% equity interest in the Itá hydroelectric facility, as we and Engie Brasil each own 48.75% of ITASA, a special-purpose company formed to own and operate, under a 30-year concession granted in 2000, 60.5% of the Itá hydroelectric facility on the Uruguay River in Southern Brazil. Itambé owns the remaining 2.5% of ITASA. Engie Brasil directly owns the remaining 39.5% of the Itá hydroelectric facility, which has an installed capacity of 1,450 MW.

Igarapava Hydroelectric Facility

We own 17.92% of a consortium that built and has the right to operate for 30 years, until September 2031, the Igarapava hydroelectric facility. Other consortium members are Aliança, L.D.R.S.P.E. Geracão de Energia e Participações Ltda. and AngloGold. The facility has an installed capacity of 210 MW.

Santa Ana Hydroelectric Facility

CSN Cimentos and our energy subsidiary CSN Energia own 100% of Santa Ana Energética S.A., which holds the concession for the hydroelectric power plant of Santa Ana that has an installed capacity of 6.5 MW.

Sacre II Hydroelectric Facility

CSN Cimentos and our energy subsidiary CSN Energia own 100% of Topázio Energética S.A., which holds, through its subsidiary Brasil Central Energia Ltda., the concession for the hydroelectric power plant of Sacre II that has an installed capacity of 30 MW.

Quebra-Queixo Hydroelectric Facility

CSN Mineração and our energy subsidiary CSN Energia own 100% of CEC, which holds the concession for the hydroelectric power plant Quebra-Queixo that has an installed capacity of 120MW.

CEEE-G

CFB owns 98.96% of CEEE-G, which holds several concessions for hydroelectric power plants and greenfield wind power plant projects that represent, in the aggregate, an installed capacity of 1,275 MW.

Our Logistics Segment

Our logistics segment comprises railway and port facilities.

Railways

Southeastern Railway System

MRS has a 30-year concession to operate, through 2026 and renewable for an additional period of 30 years, Brazil’s Southeastern railway system. As of December 31, 2022, we held 37.27% (18.64% directly and 18.63% through CSN Mineração) of MRS’s total capital. For more information, see “Item 5. Operating and Financial Review and Prospects—5B. Liquidity and Capital Resources––Off-Balance Sheet Arrangements—“Take-or-Pay” Contractual Obligations.” The Brazilian Southeastern railway system, with 1,643 km of track, serves the São Paulo – Rio de Janeiro – Belo Horizonte industrial triangle in Southeast Brazil, and links our mines located in the state of Minas Gerais to the ports located in the states of São Paulo and Rio de Janeiro and to the steel mills of CSN, Companhia Siderúrgica Paulista and Gerdau Açominas. In addition to serving other customers, the railway transports iron ore from our mines at Casa de Pedra in the state of Minas Gerais and coke and coal from Itaguaí Port in the state of Rio de Janeiro to the Presidente Vargas Steelworks and transports our exports to the ports of Itaguaí and Rio de Janeiro. The railway system connects the Presidente Vargas Steelworks to the container terminal at Itaguaí Port, which handles most of our steel exports.

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Northeastern Railway System

We hold interest in companies that have concessions to operate the Northeastern railway system, which operates in the states of Maranhão, Piauí, Ceará and Pernambuco, and connects with the region’s leading ports, offering an important competitive advantage through opportunities for intermodal transportation solutions and made-to-measure logistics projects.

In 1997, we were awarded a concession granting the exclusive right to operate cargo transportation at the railway that belonged to Rede Ferroviária Federal S.A., or RFFSA, which we currently call Northeastern Railway System I, effective January 1, 1998, and the preference to operate cargo railway transportation in any new tracks of the Northeastern Railway System that the Brazilian government elected to build.

In 2005, we executed a letter of intent with the Brazilian government (the grantor of this concession) to enable the development of new tracks and certain other improvements of the Northeastern Railway System, in a project called “Nova Transnordestina.” The Nova Transnordestina project discussions resulted in the execution, in 2013 and 2014, of a TAC that settled all claims of non-compliance by us with the original concession agreement until 2012, and multiple agreements, including an investment agreement (discussed below) and a new concession, pursuant to which we were granted the right to develop and operate new tracks and the Northeastern Railway System management was divided in two sub-railway systems:

| · | Northeastern Railway System I, which is in operation by our subsidiary FTL, encompasses the RFFSA network, covering the stretches between the cities of São Luís – Altos, Altos – Fortaleza, Fortaleza – Souza, Souza – Recife/Jorge Lins, Recife/Jorge Lins – Salgueiro, Jorge Lins – Propriá, Paula Cavalcanti – Cabedelo and Itabaiana – Macau, with 4,238 km of railways, of which 1,191 km are operational, and we are negotiating with the National Agency for Ground Transportation (Agência Nacional de Transportes Terrestres), or ANTT, to return the remainder. As of December 31, 2022, we held 92.71% of the capital stock of FTL and its concession extends until 2027, renewable for an additional 30 years. As of December 31, 2022, R$66.9 million in concession payments were outstanding over the remaining five years of the concession.

| · | Northeastern Railway System II, which is under construction by our jointly controlled investee TLSA, will encompass the new network, covering the stretches between the cities of Eliseu Martins – Trindade, Trindade – Salgueiro, Salgueiro – Porto Suape, Salgueiro – Missão Velha and Missão Velha – Porto de Pecém, with an expected extension of 1,753 km that will connect the interior of Northeast Brazil to Pecém and Suape Ports. As of December 31, 2022, we held 48.03% of the capital stock of TLSA and its concession extends until the earlier of 2057 or the date when TLSA recovers its invested equity at an annual rate of return of 6.75%.

In September 2013, we entered into an investment agreement, or the TLSA Investment Agreement, with Valec Engenharia, Construções e Ferrovias S.A., or Valec, and the Northeast National Development Fund (Fundo Nacional de Desenvolvimento do Nordeste), or FDNE, two Brazilian government entities focused on infrastructure and the development of the northeastern region and our partners in TLSA. Under the TLSA Investment Agreement, we and our partners agreed on a budget of R$7.5 billion to complete the construction of the Northeastern Railway System II. A revised budget of approximately R$13.2 billion is under review by the partners of TLSA and subject to revision of the TLSA Investment Agreement, which, as of the date of this annual report, has not been formalized.

The TLSA Investment Agreement also provides for indicative terms and conditions, including amounts, under which the Brazilian National Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social), or BNDES, agreed to provide long-term financing for the completion of Northeastern Railway System II. Although we have received indicative terms, the financing is subject to several conditions, including the satisfactory completion of internal and credit approval processes by lenders. If any of the conditions are not met, including final credit approval by the lenders in terms and costs reasonable to us, we may not be able to obtain the financing. The other long-term financing from FDNE and the Constitutional Financing Fund of the Northeast (Fundo Constitucional de Financiamento do Nordeste), or FNE, has already been received by TLSA.

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In 2016, the Federal Court of Accounts (Tribunal de Contas da União), or TCU, initiated a proceeding questioning the legality of certain aspects of the concession contract for the Northeastern Railway System II, which has contributed to a slow pace of construction of the new tracks, and the ANTT has initiated a proceeding claiming TLSA did not comply with the terms of the concession contract for the Northeastern Railway System I.

Valec’s non-compliance with material obligations under the TLSA Investment Agreement has also contributed to a slow pace of construction of the new tracks and caused revision of the budget.

In the end of 2019, ANTT recommended the expiry of the concession contract for the Northeastern Railway System I, and, in first half of 2020, ANTT recommended the expiry of the concession contract for the Northeastern Railway System II. Both decisions were subject of requests to amend the decision by the concessionaires and, as of the date of this annual report, we await a final decision by ANTT.

ANTT’s decisions do not take immediate effect and will only take effect once they have been considered and decreed by the President of Brazil, as well as decided in all final instances. For more information, see “Item 8. Financial Information—8A. Consolidated Statements and Other Financial Information—Legal and Administrative Proceedings—Northeastern Railway System Proceedings.”

In December 2022, we entered into an amendment to the concession agreement of TLSA, pursuant to which, among other things, there was a change to the railroads granted to TLSA and we agreed to certain mandatory investments and to the conditions for the return of the Salgueiro – Porto de Suape’s grid. This amendment represents an important step in the evolution of TLSA’s operations, which will support our operations and the transportation of our products across the Northeast region of Brazil.

Port Facilities

Solid Bulks Terminal

We operate an integrated and modern logistics structure. Part of this structure includes the operation of TECAR through a concession renewed in 2015 and expiring in 2047.

TECAR is connected to road and rail systems across Southeast Brazil and is one of the four port terminals that make up the Port of Itaguaí facilities. With a strategic location and a total area of 740,761 m², the terminal consists of a concrete molded berthing pier superposed on jacketed stilts connected to the mainland by an access bridge perpendicular to the berthing pier. Its backyard includes conveyor belts, an internal road system, bulk storage yards and a railway looping, as well as industrial and administrative facilities.

Container Terminal

We indirectly own almost the entirety of TECON, which has a concession to operate the container terminal at Itaguaí Port for a 25-year term expiring in 2026, which is renewable for an additional 25 years. As of December 31, 2022, approximately R$143.1 million of the cost of the concession was outstanding and payable over the remaining four years of the concession.

The Itaguaí Port is located in Brazil’s Southeast region, with all major exporting and importing areas in the states of São Paulo, Minas Gerais and Rio de Janeiro within 500 km. In 2020, this area represented 50% of the Brazilian GDP, according to the IBGE.

Favorable natural conditions, like natural deep waters and a low urbanization rate around the Port of Itaguaí, allow large vessels to operate and also allow for highly competitive prices for services rendered. After TECON’s investments in infrastructure and equipment, which increased our capacity to 440,000 containers (660,000 TEUs) per year, new improvements were achieved from 2019 to 2021, which increased the terminal’s service level and productivity, including maritime access and berths achieving certification for 15.4 meters in draft, including tides, which is the deepest in the East coast of South America, as well as the acquisition of new equipment. In 2022, we continued to invest in updating our operating facilities and complying with regulatory requirements. In addition, in 2022, we bought nine new rubber tyred gantries.

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In 2023, we will begin operating nine new rubber tyred gantry cranes and we expect to acquire six new forklifts, improving our operational capacity. TECON will keep investing in the project expansion in order to increase its capacity by approximately 40%, which would make it one of the largest port terminals in Brazil, with a nominal capacity of 1,000,000 TEUs per year. This expansion project, which is under discussion with regulatory agencies, includes a quay extension of 273 meters, with a total resulting length of 1,083 meters, acquisition of two new gantry cranes (ship-to-shore) for larger container carriers, acquisition of additional yard civil works and equipment, and dredging of the access channel and maneuvering basin.

In 2022, TECON moved 62,000 containers, 1.3 million tons of steel products, 42,000 tons of general cargo and 918,000 tons of solid bulk, as compared to 120,000 containers, 705,000 tons of steel products, 110,000 tons of general cargo and 1,472,000 tons of solid bulk in 2021. The decrease in the container volume in 2022 is mainly due to the verticalization of port operations by container shipowners that concentrate their operations in proprietary terminals. In order to mitigate the effects of this decrease in container volume in 2022, TECON sought new markets and began operating wood shipments, as well as new steel cargo, and increasing the volume of other cargo also handled in 2021, including billets, wire rods, plates, tubes, transformers, locomotives and solid bulk, such as soda ash, gypsum and pellets.

Marketing, Organization and Strategy

Flat Steel

Our steel products are sold both domestically and abroad as a raw material for several manufacturing industries, including the automotive, home appliance, packaging, construction and steel processing industries.

Our sales approach involves establishing brand loyalty and achieving a reputation for quality products by developing relationships with our customers, focusing on their specific needs and providing tailor-made solutions.

Our commercial area is responsible for sales of all our products. This area is divided into two major teams, one focused on sales in international markets and the other on sales in the domestic market. The domestic market sales team covers seven market divisions: packaging, distribution network, automotive industry (automakers and auto parts), home appliances, general industry, construction and pipes. We also have a team responsible for selling all process residues, which include blast furnace slag, pitch and ammonia, which are widely used as inputs in chemical and cement industries.

The distribution network division is responsible for supplying large steel processors and distributors. In addition to independent distributors, we count with our own distributor, Prada Distribuição. The pipes division supplies oil and gas pipe manufacturers as well as industries that produce small diameter pipe and light profiles. The packaging division acts in an integrated way with suppliers, representatives of the canning industry and distributors to respond to customer needs for finished products. We supply the automotive division from a specialized mill, CSN Porto Real, and also by a portion of the galvanized material produced at Presidente Vargas Steelworks, thereby benefitting from a combined sales strategy.

Historically, our sales in international markets were primarily through international brokers. However, as part of our strategy to establish direct, longer-term relationships with end-users, we have decreased our reliance on these brokers and have instead focused on direct sales to more profitable international markets.

All of our sales are on an order basis and have an average delivery time of 45 days. As a result, our production levels closely reflect our order log book status. We forecast sales trends in both the domestic and international markets based on historical data and general economic outlooks. We have our own data systems to remain informed of worldwide and Brazilian market developments. Our management believes that a key to our success is maintaining our presence in international markets, which provide us flexibility to shift between domestic and international markets depending on how favorable conditions are.

Unlike other commodity products, steel is not traded on an exchange, nor is there uniform pricing, due to wide differences in size, quality and specifications. In general, we price exports based on international spot prices of steel at the time of sale in U.S. dollars or euros, depending on the destination. Sales are normally paid up front, or within 14 or 28 days, and, in the case of exports, usually backed by a letter of credit and an insurance policy. Sales are made primarily on cost and freight terms.

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Sales by Geographic Region

In 2022, we sold steel products to customers in Brazil and in 18 other countries. The fluctuations in the portion of total sales assigned to domestic and international markets, which are presented in the table below, reflect our ability to adjust our sales in light of variations in the domestic and international markets, as well as domestic and international steel demand and prices.

The two main export markets for our products are Europe and North America, representing approximately 78% and 18%, respectively, of our export sales volume in 2022. The following table sets forth the geographic break-down of our steel product exports by destination:

| Sales of All Steel Products by Destination
| 2020 | 2021 | 2022
| Tons | % of Total | Net Operating Revenues | % of Total | Tons | % of Total | Net Operating Revenues | % of Total | Tons | % of Total | Net Operating Revenues | % of Total
| (in thousands of tons and millions of R$)
Brazil | 3,204 | 69% | 11,721 | 71% | 3,176 | 69% | 21,400 | 71% | 3,075 | 70% | 20,588 | 70%
Export | 1,447 | 31% | 4,882 | 29% | 1,427 | 31% | 8,691 | 29% | 1,315 | 30% | 8,753 | 30%
Total | 4,651 | 100% | 16,603 | 100% | 4,602 | 100% | 30,091 | 100% | 4,389 | 100% | 29,341 | 100%
Exports by Region |  |  |  |  |  |  |  |  |  |  |  |
North America(1) | 221 | 15% | 922 | 19% | 285 | 20% | 2,276 | 26% | 241 | 18% | 2,018 | 23%
Latin America | 73 | 5% | 328 | 7% | 68 | 5% | 356 | 4% | 46 | 4% | 382 | 4%
Europe | 1,152 | 80% | 3,627 | 74% | 1,089 | 76% | 6,060 | 70% | 1,028 | 78% | 6,352 | 73%
All others | 1 | 0% | 4 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | 1 | 0%

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| (1) | Sales to Mexico are included in North America.

Sales by Product

The following table sets forth our sales breakdown by product in Brazil in the periods indicated:

| 2020 | 2021 | 2022
Domestic Sales Breakdown |  |  |
Hot-rolled products | 33% | 41% | 41%
Cold-rolled products | 18% | 14% | 14%
Galvanized products | 31% | 28% | 29%
Tin plates products | 10% | 10% | 9%
Long steel | 7% | 7% | 7%

Sales by Industry

We sell our steel products to manufacturers in several industries. The following table sets forth our breakdown by market segment of domestic volume shipped in the periods indicated:

| 2020 | 2021 | 2022
Sales Breakdown | (in percentages of total domestic volume shipped)
Distribution network | 36% | 32% | 30%
Industrial | 16% | 17% | 21%
Packaging | 11% | 11% | 9%
Automotive | 10% | 12% | 12%
Home appliances | 10% | 11% | 7%
Construction | 18% | 17% | 21%

We believe we have a particularly strong domestic and export position in the sale of tin plates products used for packaging in Latin America. Our customers for these products include some of the world’s largest food processing companies, as well as many small and medium-sized entities. We also maintain a strong position in the sale of galvanized products for use in the automobile manufacturing, construction and home appliance industries in Brazil and abroad, supplied by CSN Porto Real and CSN Paraná. No single customer accounts for more than 10% of our net operating revenues.

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For further information on steel sales, see “Item 5. Operating and Financial Review and Prospects—5A. Operating Results—Overview—Steel Market—Product Mix and Prices” and “—Results of Operations—Year 2022 Compared to Year 2021—Net Operating Revenues.”

Seasonality

Although steel demand is stronger in the second quarter of each year and weaker in the last quarter, our production is continuous throughout the year.

Long Steel – SWT

Our long steel products are sold both in Germany (approximately 30%) and other countries, mainly in Europe (approximately 60%), for use in industrial, infrastructure, civil construction and engineering industries.

Our sales approach is to establish brand loyalty and to maintain our reputation of high quality products and excellent delivery performance by developing long-term relationships with our customers. SWT focuses on meeting specific customer needs, developing solutions for both low temperature and high temperature resistant applications, as well as optimized section shapes for special applications.

Our commercial area is responsible for sales of all of our products worldwide. This area is divided into the direct sales team which is organized in 13 agencies located in Germany and in our core markets in Europe, the commercial back office department (order management from entry via tracking to the final delivery and invoicing), logistics contracting (truck, rail, vessel, maritime, inventory worldwide) and a rail logistics department.

SWT does not possess its own distribution network, instead cooperating with the big steel distributors and traders in Europe and other countries. All of our sales are on an order-by-order basis. The delivery time is related to the logistics chain and varies between two to six weeks depending on the relevant Incoterms and section type. As a result, our production levels closely reflect our order log book status. We forecast sales trends in both the European and export markets based on the historical data available from the last two years and the general economic outlook for the near future. We believe that our presence in the export market outside of Europe gives us more flexibility to optimize production and maximize our profitability.

Sections are not sold based on uniform pricing in Europe, as wide differences exist in terms of size, quality and specifications. In general, exports are priced based on international spot prices of steel at the time of sale in U.S. dollars or euros, depending on the destination. Sales are normally paid within 30 days and, in the case of exports, usually backed by a letter of credit and an insurance policy. SWT’s businesses are 100% covered by Euler Hermes risk insurance, a bank guarantee or a letter of credit. Sales are made primarily on cost and freight terms.

Long Steel – Volta Redonda

In 2013, we started the production of long steel in Volta Redonda. This plant has production capacity of 500 kt/year when fully operational, providing the domestic market with products for civil and industrial construction.

Divided in wire rod, rebar CSN 50 and rebar CSN 25, we developed our products using high technology and in accordance with the highest quality and sustainability standards.

Our commercial team has its own sales force dedicated to meet all the needs of the long steel market: small customers as well as large wholesalers. We count with strategically located distribution centers to deliver our products throughout Brazil. In order to provide a wide range of products for the civil construction segment, we include in our product portfolio, in addition to cement and structural section products derived from flat steel, products such as tiles and tubes, among others.

Iron Ore

Iron ore products are commercialized by our teams located in Brazil, Portugal and Hong Kong. These three marketing units allow us to maintain close relations with our customers worldwide, understand the environment where they operate, monitor their requirements and provide all necessary assistance in a short period of time. Market intelligence analysis, planning and administration of sales are handled from Brazil by the staff in our São Paulo office, while our domestic commercial team is located at Casa de Pedra mine, in the state of Minas Gerais.

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We supply our iron ore to the steel industry, and our main destinations are Brazil, Europe and Asia. Prevailing and expected levels of demand for steel products directly affect demand for iron ore. Demand for steel products is correlated to many factors, including GDP, global manufacturing production, urbanization, construction and infrastructure spending.

We believe our competitiveness has been improved by our customer service and market intelligence. It is paramount for us to have a clear understanding of our customers’ businesses in order to address their needs, surpass their expectations and build long-term relationships. We have a customer-oriented marketing policy and specialized local personnel in direct contact with our customers in order to help determine the product mix that best suits each particular customer.

We first entered the international iron ore market in February 2007, upon completion of the first phase of the expansion of our coal seaport terminal in Itaguaí, in the state of Rio de Janeiro, which enabled us to handle and export iron ore and to load from our own facilities the first shipment of our iron ore products.

In 2022, our iron ore sales reached 33.3 million tons, of which 29.2 million tons were sales to third parties and 4.1 million tons were sales to our steel mills, which represents an increase of 0.3% compared to 2021. Total mining net revenue decreased 30.6% in 2022, mainly due to the lower volumes of iron ore produced and lower prices in the international market. The share of mining segment revenue in our total net revenue, however, decreased from 37.7% in 2021 to 28.2% in 2022.

In 2022, 87.1% of our iron ore export sales went to the Asian market, mainly China, and 12.9% were sold in the European market. Of our total sales volume to third parties, 95.6% were sinter feed and 4.4% lump ore.

As global iron ore markets are highly competitive, we focus on our flexibility, reliability and efficient manner of supplying iron ore to the world market.

Through our marketing offices, we have long-term relationships with most players in the steel industry in China, Japan, Taiwan, South Korea, Europe and Brazil.

Cement

We have a diverse customer base of approximately 25,000 customers, including construction material stores, home centers, concrete producers, construction companies, mortar industries and cement artifact producers.

The focus of our cement sales strategy is on the retail segment, in which we have a strong presence in sales points where we reinforce the quality of our product to final customers. The retail segment operates with a low level of inventory, and a significant percentage of repurchase, which highlights the competitive advantage of our distribution centers.

Insurance

We maintain several types of insurance policies as part of our risk management for each of our businesses and seek to follow industry practice regarding best coverage, which encompasses domestic and international (import and export) cargo transportation (road, rail, sea or air), life insurance, personal accidents, health, automobile, directors and officers, general liability, CAR (construction and erection risks), trade credit insurance, surety, named perils, ports and terminal liabilities.

We also have an insurance policy covering the operational risks, material damages and loss of profits of our following branches and subsidiaries: Presidente Vargas Steelworks, CSN Mineração and TECON. We annually renew this policy with domestic and foreign insurers and reinsurers. Our current policy, valid until June 2023, provides for limited indemnity of US$600 million (for an insured amount of US$14.9 billion) and a deductible of US$385 million for material damages and 45 days to loss of profits.

The coverage obtained in our insurance policies may not be sufficient to cover all risks or the extent of the risks we are exposed to. For more information, see “Item 3. Key Information—3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—Our insurance policies may not be sufficient to cover all our losses.”

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Intellectual Property

We maintain a dedicated team to manage our intellectual property portfolio, which includes trademarks, patents, know-how, trade secrets and industrial designs. This team ensures adequate protection for our intellectual assets, the pursuit of best knowledge management practices and explores the possibility of new business generation through technology transfer agreements, among others.

Our intellectual property team also supports our innovation agenda through CSN Inova and provides the legal framework needed for the partnership agreements negotiated with third parties (including universities and research institutes) that are essential to strengthen our knowledge generation and foster technical cooperation for the development of new, improved and more sustainable processes, products and operations.

ESG – Environmental, Social and Governance Matters

We are committed, in particular by means of our integrated sustainability policy, to enhance the sustainability of our businesses ethically, transparently and through continuous improvement in our management mechanisms to protect the environment and prevent the occurrence of pollution and accidents. Our initiatives consider all applicable laws and regulations and include employee training to foster a common vision of sustainable development and social responsibility. We aim to promote a positive relationship and engagement with the local communities where our operations are located.

In furtherance of this commitment, we continuously evolve our ESG practices and invest in sustainability initiatives to mitigate the risks inherent in our business activities, present opportunities to enhance our processes and respond to the demands of an increasingly ESG-concerned market. These investments include processes and equipment that offer modern and reliable technologies for monitoring and control of environmental, health and safety risks.

The last couple of years were marked by important initiatives toward the growth and expansion of our operations and the development of our ESG agenda. In February 2021, we installed our ESG committee, which is a non-statutory advisory committee to our board of directors. Our ESG committee is responsible for (i) defining our ESG strategies, (ii) identifying ESG risks and opportunities, (iii) developing projects to further our innovation agenda and (iv) monitoring corporate projects in the following action pillars: sustainable finance, social practice, technology and operational sustainability, governance and diversity and inclusion.

We disclose detailed sustainability measures and data on our ESG webpage and in our annual integrated report on sustainability, which is available on our ESG webpage. The information on our ESG webpage and in our annual integrated report on sustainability is not part of, or incorporated by reference in, this annual report.

Environmental Matters

We continuously seek to transform natural resources into sources of economic prosperity through sustainable projects. In 2022, we continued our sustainability initiatives to mitigate and offset the environmental impacts of our activities by allocating R$492.2 million to environmental initiatives. Our investments in environmental sustainability in 2022 were mainly related to: (i) operation, maintenance and retrofitting of environmental control equipment mainly related to air and water protection; (ii) development of environmental studies for permit applications; and (iii) environmental management system.

Climate Change

Since 2013, we have conducted an inventory of greenhouse gas emissions, following the guidelines of the GHG Protocol. We have aimed to optimize our carbon management, risk mitigation and adaptation to climate change and, in 2022, for the eighth consecutive year, we received the Gold Seal for having reported the emissions from all our units and submitting them to external verification. Moreover, we annually report to the Carbon Disclosure Project − CDP, an international non-profit organization that seeks to further transparency of the environmental impact of companies’ operations, specific information related to climate change, supply chain and water security.

In 2022, we announced our climate goal to deliver carbon-neutral essential materials by 2050. We invest efforts and resources to reduce greenhouse gas emissions to mitigate risks and impacts related to climate change. We were the first Brazilian company in the steel industry to publish targets for reducing greenhouse gas emissions.

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In 2022, we also sought to further develop our strategy for management of climate-related risks and opportunities by building marginal abatement cost – MAC – curves to assess projects that could improve our production efficiency and technologies available for our operations and the possible contributions that each could make to reducing our greenhouse gas emissions. With this data, we were able to consider greenhouse gas reduction targets and we will be able to calculate our internal carbon price.

Our greenhouse gas reduction targets (measured as tCO2e / ton of production) considering our Scope 1 and Scope 2 greenhouse gas emissions contemplate: (i) CSN’s Mineração’s aggregate reduction of 30% by 2035 and carbon neutrality by 2050; (ii) in our steel production, an aggregate reduction of 20% by 2035; and (iii) in our cement production, an aggregate reduction of 28% by 2030. We expect these reductions in greenhouse gas emissions will result from our existing expansion and efficiency projects, and therefore do not foresee that we will require any specific investments in order to meet these targets.

Water Resources

Water is one of the primary natural resources for our production processes, especially for our steel and mining segments. Based on risk assessment methodologies of the World Wildlife Fund’s Water Risk Filter and the World Resources Institute’s Aqueduct, over the last few years, we began to analyze our exposure to water risks in all our production plants, considering our processes and nearby watersheds. We develop specific action plans for sites located at high risk of water scarcity.

Materials

In our integrated sustainability and health, safety and environment policy, we set forth the importance of our environmental management through principles to reduce, reuse and recycle materials in our processes in order to optimize the use of natural resources. These principles are inherent in our processes as a fully integrated company. For example, we reuse all of our blast furnace slag in our production of cement and all of our metal scrap in our production of long steel. In 2022, CSN Inova spun off Circula+, which is a marketplace for the sale of waste, scrap and unserviceable assets. Circula+ combines consulting and technology in a complete circular solution to generate greater liquidity, profitability and transparency in the sales process.

Through our acquisition of LafargeHolcim (Brasil) S.A., we now own the Geocycle platform, which is responsible for managing industrial and urban waste that can be used as an alternative fuel in cement kilns. The Geocycle platform leverages our existing co-processing initiatives and strengthens our sustainable operations.

Biodiversity

We protect approximately 81,000 hectares of natural areas representing approximately four times the area occupied by our operations. In addition, for more than 20 years we have carried out programs for monitoring fauna and flora in the areas potentially impacted by our operations.

Our ESG committee has biodiversity as one of its priority agenda items and has formed a working group to develop action plans to protect the biomes where our operations are conducted. In 2022, our ESG committee developed the following projects: geoprocessing and land use recognition, forest diagnosis, benchmarking and an assessment of the impact and dependence of our operations related to ecosystem services and natural resources.

Tailings Dams

Our environmental guidelines and management include monitoring our tailings dams, which are inactive and subject to our ongoing decommissioning or de-characterization plans. In addition, on an annual basis, all of our tailings dams are audited by independent audit companies following technical standards and relevant legislation. For more information on the dams we operate, see “—Our Mining Segment—Dams.”

We have been a global leader in the mining industry in mining waste management, having invested approximately R$541 million in technologies to reduce tailings deposits. Since 2020, we no longer dispose tailings in our dams, using dry stacking to stock this material. We use the Casa de Pedra dam only for water recirculation and we do not operate any active tailings dams.

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Social Matters

Human Rights

In 2020, we became a signatory of the Global Compact, pursuant to which we committed to abide by its principles to support and respect the protection of internationally proclaimed human rights and to ensure that we are not complicit in human rights abuses.

In 2021, we conducted an extensive benchmark and internal analysis focused on the development of a new human rights policy, which we will launch in 2022 when we implement our first formal human rights diligence process based on principles set forth by the United Nations.

Gender Balance

We promote a zero-tolerance commitment to any type of discrimination, as set forth in our Code of Ethics. We believe that an inclusive and diverse environment is critical to stimulate innovation and guarantee the continuity of our business. We also believe that an inclusive approach is essential to eliminate barriers in hiring and retaining women employees and executives and to reap the improved performance generated by gender diversity. In 2022, we also increased the female representation at our executive level at each of CSN Mineração and CSN Cimentos, which now have two women members on their board of directors.

Local Communities

We monitor the social impacts of our operations in the communities where they are located. The socio-environmental impact studies we carry out allow us to identify the intensity, duration and actions necessary to minimize or mitigate social risks and impacts, considering the characteristics of each community and of our operations. We implement tailored action plans to reduce the identified impacts.

Additionally, through our proprietary foundation, we partner with local communities to promote social, educational and cultural development. In 2022, we invested R$26.0 million in social responsibility projects. We granted scholarships, which benefited 4,643 young people and reached 246,916 people considering public presentations of our several programs.

Safety and Health

Safety is a top priority for us and, in 2022, we achieved our lowest frequency rate of injuries since 2013 with or without lost time: 1.79 accidents / million hours worked, which represented a decrease of 25% as compared to 2021, the highest percentage of reduction since the beginning of our data compilation. In 2022, CSN Cimentos began its adaptation process to comply with ISO 45.001:2018. Lusosider in Portugal and SWT in Germany hold Health Management System and Occupational Safety certifications by ISO 45.001:2018.

Governance Matters

We continuously seek to develop mechanisms that improve our governance. In 2020, we instituted a sustainability, environment, health and safety executive department, which reports directly to our chief executive officer and focuses on implementing consistent governance throughout our corporate group.

Compliance

We have a Code of Ethics that reinforces our ethical standards and the values that apply to all of our employees, including executive officers and directors. Instances of non-compliance with our Code of Ethics or with other policies, whether by employees, executive officers, directors, suppliers or service providers, are subject to disciplinary measures, ranging from verbal or written warnings to suspension or dismissal or, in the case of third parties, termination of the relationship. We maintain a whistleblower channel for reports of suspected instances of non-compliance with our Code of Ethics or with other policies. In 2022, 83% of our employees were trained in compliance, covering our Code of Ethics and Anti-Corruption Policy.

For more information on our Code of Ethics, see “Item 16. Reserved—16B. Code of Ethics.”

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Regulatory Matters

Environmental Regulation

We are subject to Brazilian federal, state and municipal environmental laws and regulations governing air emissions, water waste discharges, solid and hazardous waste handling and disposal, wildlife management, forest maintenance, dangerous products transportation and preservation of traditional communities. We are committed to controlling the substantial environmental impact caused by our steelmaking, mining, cement, energy and logistics operations, in accordance with international standards and in compliance with environmental laws and regulations in Brazil. We believe we are in material compliance with applicable environmental requirements. While the Brazilian government has authority to promulgate environmental regulations setting forth minimum standards of environmental protection, state and local governments have the power to enact more stringent environmental regulations.

We are subject to regulation and supervision by the Brazilian Ministry of Environment (Ministério do Meio Ambiente – MMA), the environmental national council (Conselho Nacional do Meio Ambiente), which is responsible for enacting technical regulations and environmental protection standards, and the Brazilian Institute of Environment and Renewable Natural Resources (Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis – IBAMA), which is responsible for enforcing environmental laws at the federal level. The environmental regulations of the state of Rio de Janeiro, in which the Presidente Vargas Steelworks and Cantagalo cement plant are located, are enforced by the state government of Rio de Janeiro and municipalities, and supervised by the state environment institute (Instituto Estadual do Ambiente), or INEA, and the municipal environmental secretariat of each of Volta Redonda and Cantagalo.

In the state of Minas Gerais, where our main mining operations and certain of our cement operations are located, we are subject to regulations and supervision by the Environmental Policy Council (Conselho Estadual de Política Ambiental – COPAM), the Regional Superintendent of Environment and Sustainable Development (Superintendência Regional de Meio Ambiente – SUPRAM), the Superintendency of Priority Projects (Superintendência de Projetos Prioritários – SUPPRI), the Water Management Institute of Minas Gerais (Instituto Mineiro de Gestão das Águas – IGAM), the State Forestry Institute (Instituto Estadual de Florestas – IEF) and the State Environmental Foundation (Fundação Estadual do Meio Ambiente – FEAM), which are the competent bodies of the Secretary of State for the Environment and Sustainable Development of Minas Gerais (Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável – SEMAD). We are also subject to local regulators, including the municipal environmental secretariats of Congonhas and Belo Vale, Ouro Preto and Rio Acima for our mining operations, and Arcos, Barroso, Montes Claros and Pedro Leopoldo, for our cement operations.

We are exposed to laws and regulations such as the law the state of Rio de Janeiro, through INEA, issued which requires steelmaking and cement facilities to present action plans to reduce greenhouse gas emissions when renewing or applying for operational licenses. At the federal level, the environmental national council (Conselho Nacional do Meio Ambiente), which is responsible for enacting technical regulations and environmental protection standards, issued Resolution No. 436/2011 to address air emissions that obliged steel companies to comply with certain emission standards as of December 2018, including adjustments in the filters of plant chimneys. Moreover, the Brazilian government has established a national policy for solid waste (Política Nacional de Resíduos Sólidos), which provides for strict guidelines for solid waste management and industry targets for reverse logistics as part of the environmental licensing process. Finally, a new regulatory framework for mining operations was issued in June 2018, which has imposed regulations on our mining operations, including requests for environmental recovery of areas and investments for the granting of mining concessions.

In the second half of 2022, we initiated cement operations in certain Brazilian states, and consequently, new regional environmental agencies started to regulate our activities, such as: superintendence of environmental administration (Superintendência de Administração do Meio Ambiente) and the executive water management agency (Agência Executiva de Gestão das Águas do Estado da Paraíba) in the State of Paraíba; institute of the environment and water resources (Instituto do Meio Ambiente e Recursos Hídrico) in the State of Bahia; secretary of state for environment and sustainable development (Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável) in the State of Goiás; environmental company of the State of São Paulo (Companhia Ambiental do Estado de São Paulo); department of water and electric energy of the department of sanitation and water resources (Departamento de Águas e Energia Elétrica da Secretaria de Saneamento e Recursos Hídricos) in the State of São Paulo; institute of environment and water resources (Instituto de Meio Ambiente e Recursos Hídricos) and state water resources agency (Agência Estadual de Recursos Hídricos) in the State of Espírito Santo.

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Specific goals and standards are established in operating permits or environmental accords issued to each company or plant. These specific operational conditions complement the standards and regulations of general applicability and are required to be observed throughout the duration of the permit or accord. The terms of such operating permits are subject to change and are likely to become stricter. All of our facilities currently have or are in the process of obtaining or renewing their operating permits.

Considering the current mining environment in Brazil following recent accidents of other mining companies in the cities of Mariana and Brumadinho, in the state of Minas Gerais, involving the breaking of upstream mining dams, changes in applicable laws or regulations could require us to modify our technologies and operations and to make unexpected capital expenditures. Capital expenditures that we have already made may not generate the returns we expected, if any. In addition, new or more stringent environmental licensing requirements for our project operations, specifically for our dams, could be imposed on us and we may encounter delays in obtaining environmental or other operating licenses, or not be able to obtain or renew them. These events and additional costs may have a negative impact on us and the return from our projects and may render certain projects economically or otherwise unfeasible. For more information, see “Item 3. Key Information—3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—Our activities depend on authorizations, concessions, licenses and permits, and changes in applicable laws, regulations or government measures could adversely affect us” and “—We are subject to environmental, health and safety incidents and current, new or more stringent regulations may result in liability exposure and increased capital expenditures.”

Mining Regulation

Under the Brazilian Federal Constitution of 1988, or the Brazilian Constitution, all mineral resources in Brazil belong to the federal government. The Brazilian Constitution, the Brazilian Mining Code (Código de Mineração) enacted through Decree Law 227/1967, or the Mining Code, and mining regulations enacted through Decree 9,406/2018 impose various regulatory restrictions on mining companies relating to, among other things:

| · | manner in which mineral deposits must be exploited;

| · | health and safety of workers and the safety of residential areas located near mining operations;

| · | protection and restoration of the environment;

| · | prevention of pollution; and

| · | support of local communities where mines are located.

The Mining Code also imposes certain notifications and reporting requirements.

Mining companies in Brazil can only prospect and mine pursuant to prospecting authorizations or mining concessions granted by the ANM. The ANM grants prospecting authorizations to a requesting party for an initial period of one to three years. These authorizations are renewable at the ANM’s discretion, provided that the requesting party is able to show that the renewal is necessary for proper conclusion of prospecting activities. Upon completion of prospecting activities and geological exploration at the site, the holder of the prospecting authorization must submit a final report to the ANM. If the geological exploration reveals the existence of a mineral deposit that is technically and economically exploitable, the grantee has one year (which the ANM may extend) from approval of the report by the ANM to apply for a mining concession by submitting an economic exploitation plan or to transfer its right to apply for a mining concession to an unrelated party. When a mining concession is granted, the holder of such mining concession must begin on-site mining activities within six months. The ANM grants mining concessions for an indeterminate period of time lasting until the exhaustion of the mineral deposit. After extraction, the mineral products that are specified in the concession belong to the holder of the concession. With the prior approval of the ANM, the holder of a mining concession can transfer it to an unrelated party that is qualified to own concessions. Under certain circumstances, unrelated parties may challenge mining concessions.

After accidents involving the breaking of upstream mining dams operated by other mining companies in the cities of Mariana and Brumadinho in the state of Minas Gerais, the ANM and Brazilian environmental regulatory authorities have applied more stringent environmental licensing requirements for mining project operations, specifically for dams. For more information, see “Item 3. Key Information—3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—Our activities depend on authorizations, concessions, licenses and permits, and changes in applicable laws, regulations or government measures could adversely affect us” and “—We are subject to environmental, health and safety incidents and current, new or more stringent regulations may result in liability exposure and increased capital expenditures.”

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Mining Concessions

We operate our iron ore mining activities at Casa de Pedra mine under a mining concession known as Manifesto de Mina under Brazilian regulations, which gives us the right to extract the iron ore deposits existing within our property limits. Our iron ore mining activities at Engenho and Fernandinho mines are based on a concession by the MME, which grants us the right to exploit mineral resources from the mine for an indeterminate period of time lasting until the exhaustion of the mineral deposit. Our limestone and dolomite mining activities at Bocaina mine and our tin mining activities at Ariquemes (ERSA mine) are based on concessions under similar conditions.

The Manifesto de Mina for Casa de Pedra mine and the Engenho mining concession are held by CSN Mineração, while the Fernandinho mining concession and the mining rights of Cayman and Pedras Pretas are held by Minérios Nacional.

For further information on our concessions, see “—4D. Property, Plant and Equipment.”

Mineral Rights and Ownership

Our mineral rights for Casa de Pedra mine include the mining concession, a beneficiation plant, roads, a loading yard and a railway branch, and are duly registered with the ANM. We have also been granted by the ANM easements in 19 mine areas located in the surrounding region. These areas are needed to expand our operations and as operating support areas. In addition, we have obtained and are in compliance with all environmental licenses and authorizations for our operations and projects at Casa de Pedra mine.

Quality requirements (chemical and physical) are the key “modifying factors” in the definition of ore reserves at Casa de Pedra and were properly accounted for by our mine planning department.

The Brazilian government charges us a royalty known as CFEM, which calculation considers gross revenue, excluding taxes on sales. The ANM is responsible for auditing mining companies and enacting regulations to ensure proper payment of CFEM.

Current CFEM rates vary between 1% and 3.5%, as follows:

| · | 1%: rocks, sand, gravel, clay and other minerals used in civil construction; ornamental rocks and mineral and thermal water;

| · | 1.5%: gold;

| · | 2%: diamond and other minerals;

| · | 3%: bauxite, manganese, niobium and rock salt; and

| · | 3.5%: iron ore.

The Mining Code and ancillary mining laws and regulations also impose other financial obligations. For example, mining companies must compensate landowners for the damages and loss of income caused by the use and occupation of the land (either for exploitation or exploration) and must also share with landowners the results of their exploration (at a rate of 50% of the applicable CFEM). Mining companies must also enter into agreements with the Brazilian government to use public lands and eventually compensate the government for damages caused to such public lands. A substantial majority of our mines and mining concessions are on lands owned by us or on public lands for which we hold mining concessions.

Antitrust Regulation

We are subject to various laws in Brazil which seek to maintain a competitive commercial environment. Competition law and practice in Brazil are governed by Law No. 12,529, dated November 30, 2011, which came into force on May 30, 2012, and provided for significant changes in the Brazilian antitrust system’s structure, including the creation of the Brazilian antitrust authority (Conselho Administrativo de Defesa Econômica), or CADE. This law introduced a mandatory pre-merger notification system, as opposed to the post-merger review system previously in force. CADE comprises an Administrative Tribunal of Economic Defense (Tribunal Administrativo de Defesa Econômica), a General-Superintendence (Superintendência-Geral) and a Department of Economic Studies (Departamento de Estudos Econômicos).

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CADE is responsible for the control of anti-competitive practices in Brazil. If CADE determines that certain companies have acted collusively to raise prices, it has the authority to impose fines on the offending companies, prohibit them from receiving loans from Brazilian government sources and bar them from bidding on public projects. In addition, CADE has the authority to prevent, or impose certain conditions or restrictions to, mergers and acquisitions transactions (for instance, require a company to divest assets or adopt other measures that CADE deems appropriate to guarantee a competitive environment) should it determine that the relevant industry is insufficiently competitive or that the transaction creates a market concentration that can affect competition. For further antitrust-related information, see “Item 8. Financial Information—8A. Consolidated Statements and Other Financial Information—Legal and Administrative Proceedings.”

Protectionist Measures

Over the past several years, exports of steel products from various countries and companies, including Brazil and us, have been the subject of anti-dumping, countervailing duty and other trade related investigations from importing countries. These investigations resulted in duties that limit our access to certain markets.

In Brazil, we are subject to regulation and supervision by the Special Secretary of Foreign Trade and International Business (Secretaria de Comercio Exterior e Negócios Internacionais – SECINT), the Secretary of Foreign Trade (Secretaria de Comércio Exterior – SECEX) and the Subsecretary of Trade Defense and Public Interest (Subsecretaria de Defesa Comercial e Interesse Público – SDCOM). Worldwide, our exports are subject to the protectionist measures summarized below.

United States: Anti-dumping (AD) and Countervailing Duties (CVD)

In the United States, we are subject to regulation and supervision by the U.S. Department of Commerce, or DOC, the ITC, the International Trade Administration, or ITA, and the Import Administration, or IA.

Cold-Rolled Products

In July 2015, AK Steel Corporation, ArcelorMittal USA LLC, Nucor Corporation, Steel Dynamics, Inc. and United States Steel Corporation filed antidumping and countervailing duty, or AD/CVD, petitions with respect to certain cold-rolled flat steel products from Brazil, China, India, Japan, Korea, Russia, and the United Kingdom with the ITC and the DOC. In August 2015, the DOC initiated both AD/CVD investigations with respect to cold-rolled steel from Brazil. The final determination for AD and CVD orders regarding cold-rolled steel was issued in July 2016, imposing a rate of 11.31% for CVD and a rate of 19.56% for AD with a cash deposit of 15.49%.

In June 2021, the five year “sunset review” of the AD/CVD orders on cold-rolled steel from Brazil was initiated. In July 2022, the ITC announced the revocation of the AD and CVD orders for cold-rolled products imported from Brazil.

Hot-Rolled Products

In August 2015, AK Steel Corporation, ArcelorMittal USA LLC, Nucor Corporation, SSAB Enterprises, LLC, Steel Dynamics, Inc., and United States Steel Corporation filed AD/CVD petitions with respect to certain hot-rolled steel products from Australia, Brazil, Japan, the Republic of Korea, the Netherlands, Turkey, and the United Kingdom. In September 2015, the DOC initiated both AD/CVD investigations with respect to hot-rolled steel from Brazil and the ITC announced affirmative preliminary injury determinations with respect to hot-rolled steel imports from Brazil.

The final determination for hot-rolled products was issued in July 2016, imposing a rate of 11.31% for CVD and a rate of 19.56% for AD with a cash deposit of 15.49%. The final determination for hot-rolled products was issued in August 2016, imposing a rate of 11.31% for CVD and a rate of 33.14% for AD with a cash deposit of 29.07%.

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In 2021, the ITC initiated the five year “sunset review” of the AD and CVD orders on hot-rolled steel products from Brazil. In September 2022, the ITC announced the revocation of the AD and CVD orders regarding hot-rolled steel products imported from Brazil.

In April 2017, the President of the United States, Donald Trump, requested an investigation under Section 232 of the U.S. Trade Expansion Act to determine if steel imports were harming U.S. national security. As a result of this investigation, in March 2018, the U.S. government implemented Section 232 measures and imposed an ad valorem tariff of 25% on imported steel. Brazil obtained a temporary suspension of the measure until the end of April 2018, which was extended to the end of May 2018. After the suspension, Brazil entered into an agreement with the United States, which established quotas for semi-finished steel products based on average exports between 2015 and 2017 and quotas for finished steel products based on average exports between 2015 and 2017 with a reduction of 30%. Section 232 subjects us to a quota for exports of slabs, cold and hot-rolled steel sheets, pre-painted corrosion resistant, Al-Zn and tin mill products. However, because our cold and hot-rolled products are already subject to AD duties and CVD tariffs, these exports are unaffected by Section 232 measures. While we do not believe Section 232 measures have materially affected our exports because the quotas are not always reached, we would expect that a lifting of these measures would result in increased exports to the United States depending on demand.

European Union: Anti-dumping

In the European Union, we are subject to regulation and supervision by the European Commission.

Hot-Rolled Products

In July 2016, the European Commission initiated an AD investigation concerning imports of certain hot-rolled flat steel products originating from Brazil, Iran, Russia, Serbia and Ukraine. The investigation was limited to a reasonable number of exporting producers by using a sample in accordance with Article 17(1) of Regulation (EU) 2016/1036 of the European Parliament. The criteria used to select the sample was the volume of the product concerned exported to the European Union during the investigation period. As a result, three companies, CSN, Usiminas and Arcelor Mittal, collectively responsible for 97% of total steel exports from Brazil to the European Union, were chosen as part of the sample subject to investigation.

In January 2017, the European Commission issued a regulation establishing that imports of hot–rolled flat steel products originating from Brazil and Russia be subject to customs registration, meaning that all imports cleared after January 7, 2017 would be exposed to the risk of retroactive collection of duties against Brazil at the end of the investigation.

The preliminary determination was issued in April 2017 by the European Commission, which opted not to impose provisional duties on the imports of hot-rolled products from Brazil into the European Union. In October 2017, the European Commission issued a final determination imposing definitive AD duties for the exports of hot-rolled steel products into the European Union from Brazil. The duties imposed were a tariff rate of 53.4 euros/ton for CSN, 63 euros/ton for Usiminas, 54.5 euros/ton for Arcelor Mittal and 55.8 euros/ton for Gerdau.

In October 2022, the European Commission initiated the five year “sunset review” of AD duties on imports of certain hot-rolled flat steel products originating from, among other countries, Brazil. We expect the results of the review for the last quarter of 2023.

Tin Free Steel

In September 2021, the European Commission initiated an AD investigation concerning imports of electrolytic chromium coated steel (tin free steel) products originating from Brazil and China. The European Commission issued a preliminary determination in May 2022, opting not to impose provisional duties on the imports of hot-rolled products from Brazil into the European Union. In October 2022, the European Commission issued a final determination imposing definitive AD duties for the exports of electrolytic chromium coated steel products into the European Union from Brazil. The duties imposed were a tariff rate of €348.39/ton for CSN.

Prompted by the United States’ adoption of Section 232 measures, the European Union initiated, in April 2018, an investigation into safeguards for imports of 26 categories of steel products. In February 2019, a definitive E.U. regulation imposed safeguard measures on imports of hot-rolled, cold-rolled and tin mill products and imposed quotas for the next three years. The quota system is divided into specific quotas for countries which participation in exports is above 5% on all European Union imports, and global quotas for the countries which participation is below 5% of European Union imports. Unlike the U.S. quotas pursuant to Section 232, the E.U. quotas provide for imports above the quota, subject to a 25% tariff. Because our hot-rolled products are already subject to AD duties, these exports are unaffected by the E.U. quotas. In the case of our cold-rolled and tin mill products, because the E.U. quotas have not been reached since implemented, these exports have also been unaffected. In June 2021, the European Commission decided to extend the E.U. safeguard measures on certain steel products.

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In December 2021, the European Commission published in the E.U. Official Journal a notice of initiation concerning a review of the safeguard measures applicable to imports of certain steel products, such review was concluded in 2022. In December 2022, the European Commission initiated a review to determine whether to terminate the steel safeguard measures one year earlier than its current end date in June 2024. Following its review, the European Commission will submit the proposal to the vote of E.U. member states.

For more information, see “Item 3. Key Information––3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—Protectionist and other measures adopted by foreign governments could adversely affect our export sales.”

Canada

In Canada, we are subject to regulation and supervision by the Canadian International Trade Tribunal, the Canada Border Services Agency and the Anti-dumping and Countervailing Directorate.

Since 2001, Canada has had an anti-dumping order in place relating to hot-rolled sheets and coils from Brazil. However, we are not currently affected by this anti-dumping order since we do not export hot-rolled sheets or coils to Canada.

Overview of Steel Industry

Global Steel Industry

The global steel industry comprises hundreds of steelmaking facilities divided into two major categories: integrated steelworks and non-integrated steelworks, depending on the method used for producing steel. Integrated plants, which accounted for approximately two-thirds of worldwide crude steel production in 2013, typically produce steel by smelting in blast furnaces the iron oxide found in ore and refining the iron into steel, mainly through the use of basic oxygen furnaces or, more rarely, in electric arc furnaces. Non-integrated plants (sometimes referred to as mini-mills), which accounted for approximately one-third of worldwide crude steel production in 2013, produce steel by melting scrap metal, occasionally complemented with other metallic materials, such as direct reduction iron or hot-briquette iron, in electric arc furnaces. Industry experts expect that a lack of a reliable and continuous supply of quality scrap metal, as well as the high cost of energy, may restrict the growth of mini-mills.

Steel continues to be the material of choice in the automotive, construction, machinery and other industries. Notwithstanding potential threats from substitute materials such as plastics, aluminum, glass and ceramics, especially for the automotive industry, steel continues to demonstrate its economic advantage.

In 2021, global crude steel production was 1,960 million tons, which represented an increase of 86 million tons, or 3.7%, as compared to 2020, due to an increase in crude steel production in all countries except China, Malaysia, Indonesia and Iran.

In 2022, global crude steel production was 1,879 million tons, which represented a decrease of 81 million tons, or (4.2)%, as compared to 2021, due to a decrease in the crude steel production of the main steel producing countries, including China, Japan, United States, Russia and Ukraine.

Brazilian Steel Industry

Since the 1940s, steel has been of vital importance to the Brazilian economy. During the 1970s, significant government investments were made to provide Brazil with a steel industry able to support the country’s industrialization boom. After a decade of investment scarcity in the sector in the 1980s, the government selected the steel sector as the first for privatization commencing in 1991, resulting in a more efficient group of companies operating today.

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Privatization

During almost 50 years of state control, the Brazilian flat steel sector was coordinated on a national basis under the auspices of Siderbrás, the national steel monopoly. The state had far less involvement in the non-flat steel sector, which has traditionally been made up of smaller private sector companies. The larger integrated flat steel producers operated as semi-autonomous companies under the control of Siderbrás and were each individually privatized between 1991 and 1993. We believe that the privatization of the steel sector in Brazil has resulted in improved financial performance, as a result of increased efficiencies, higher levels of productivity, lower operating costs and an increase in investment.

Domestic Demand

Historically, the Brazilian steel industry has been affected by substantial fluctuations in domestic demand for steel. Although national per capita consumption varies with GDP, fluctuations in steel consumption tend to be more pronounced than changes in economic activity. Crude steel consumption per capita in Brazil has decreased from 147 kilograms in 2010 to 110 kilograms in 2019. It is considered low when compared to the levels of developed countries such as the United States and Germany.

According to the IBGE, Brazil’s GDP sharply contracted by 4.1% in 2020 due to global effects of developments relating to the COVID-19 pandemic and grew by 4.6% in 2021. Crude steel production was 34.0 million tons in 2022, representing a decrease of 5.8% as compared to 2021, and domestic sales decreased 9.3% in 2022 to 20.2 million tons, mainly due to production cost and supply chain challenges deriving primarily from developments relating to the conflict between Russia and Ukraine.

In 2022, Brazil’s GDP grew by 2.9% and crude steel production decreased 5.8%, in each case as compared to 2021. The Brazilian flat steel sector is shifting production to the higher value-added consumer durable sector, which is highly dependent on domestic consumer confidence that, in turn, is affected by economic policies and certain expectations of the current government administration. Over the past years, automobile manufacturers made significant investments in Brazil. In 2022, the apparent consumption of steel in Brazil decreased 10.9% compared to 2021 (representing an increase of 11.9% compared to 2020).

Market Participants and Competition

Both the worldwide and the Brazilian steel markets are intensely competitive. The primary competitive factors in these markets are quality, price, payment terms and customer service. Further, continuous advances in materials, sciences and resulting technologies have given rise to improvements in products such as plastics, aluminum, ceramics, glass and concrete, permitting them to serve as substitutes for steel for certain purposes.

Competition in the Global Steel Industry

In 2022, Brazil maintained its place as the largest producer of crude steel in South America, with a production output of 34 million tons and a 1.86% share of total global production, according to data from the World Steel Association, or WSA. In 2022, Brazil maintained the ninth position in the global steel production ranking, accounting for 78.5% of total production in South America.

We compete on a global basis with the world’s leading steel manufacturers. We have positioned ourselves in the world market with a product mix characterized by high margins and strong demand, such as tin plate and galvanized products. We have relatively low-cost, and sufficient availability of, labor and energy resources, and own high-grade iron ore reserves. These global market advantages are partially offset by costs of transporting steel throughout the world, usually by ship. Shipping costs, which protect the domestic steel market, put pressure on our export prices. To maintain our position in the world steel market in light of the highly competitive international environment with respect to price, we must maintain our product quality and customer service at a high level. See “—Regulatory Matters—Protectionist Measures” for a description of protectionist measures adopted by steel-importing countries that could adversely affect our competitive position in the global steel industry.

Competition in the Brazilian Steel Industry

Brazil’s principal competitive advantages are its abundant supply of low-cost, high-grade iron ore and energy resources. Brazil also benefits from a vast internal market with large growth potential; a privatized industry making investments in plant and equipment; and deep-water ports that permit the operation of large ships and facilitate access to export markets.

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According to IABr, the Brazilian steel industry comprises 31 mills managed by 12 corporate groups, with an aggregate installed annual capacity of approximately 51 million tons, producing a full range of flat, long, carbon, stainless and specialty steel.

The following table sets forth the production of crude steel by Brazilian companies in the periods indicated:

| 2020 | 2021
| (in millions of tons)
Production |
Flat Steel |  |
Gerdau | 6.2 | 6.9
Usiminas | 2.8 | 3.2
ArcelorMittal Tubarão | 5.0 | 7.1
CSN | 3.8 | 4.3
Long Steel |  |
Ternium Brasil | 4.1 | 4.5
Other | 9.5 | 10.1
Total | 31.4 | 36.1

_____________

Source: IABr

* 2022 data was not available as of the date of this annual report.

Capacity Utilization

Installed capacity in Brazil in 2022 was estimated at 51.5 million tons.

Exports/Imports

Brazil has been playing an important role in the export market, primarily as an exporter of semi-finished products. The Brazilian steel industry has taken several steps towards expanding its capacity to produce value-added products. The Brazilian steel industry has experienced periods of overcapacity, cyclicality and intense competition during the past several years. Demand for finished steel products, as measured by domestic apparent consumption, has consistently fallen short of total supply (defined as total production plus imports). In 2020, steel imports reached 2.0 million tons, which represented a decrease of 17.7% as compared to 2019, and steel exports decreased 2.2 million tons, or 13.8%, as compared to 2019. In 2021, steel imports reached 4.9 million tons, which represented an increase of 144% as compared to 2020, and steel exports increased 0.5 million tons, or 4.0%, as compared to 2020. In 2022, steel imports reached 3.3 million tons, which represented a decrease of 32.4% as compared to 2021, and steel exports reached 11.9 million tons, or an increase of 8.8%, as compared to 2021.

For information on the production by the largest Brazilian steel companies, see “—Market Participants and Competition—Competition in the Brazilian Steel Industry.”

Overview of Mining Industry

The Brazilian mining industry is focused on the extraction of iron, copper, gold, aluminum, nickel and niobium, which provides a surplus in Brazil’s trade balance, seizing vast natural mineral reserves and creating a high number of direct and indirect jobs. In 2022, the Brazilian mining industry accounted for 12% of Brazil’s total exports and 49% of Brazil’s trade balance. In 2022, iron ore exports represented 69%, or US$28.9 billion, of the Brazilian mining industry’s total exports.

According to The Commodity Exchange Inc. – COMEX, in 2022, China was the country that most imported from the Brazilian mining industry, having imported a total of US$17.94 billion. Of the total exports of the Brazilian mining industry in 2022, 69.3% were related to iron, 6.6% to copper, 11.8% to gold, 4.9% to niobium and 7.4% to others.

Brazil is well-positioned as a supplier of the world’s iron ore demand. In 2022, Brazil accounted for 16.7% of the global production of iron ore, with a production of 399.34 million metric tons, in each case according to the global research and consulting firm Wood Mackenzie.

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In addition, according to the MME, Brazil’s total iron ore reserves represented a volume of 34 billion metric tons in 2022, which accounted for approximately 18.9% of global iron ore reserves, evidencing the importance of Brazil to the global iron ore extraction sector.

Brazilian iron ore is considered to be high quality and contains a low level of contaminants in its composition. Due to these characteristics, exported iron ore has gained ground in international markets, particularly in China, where recent regulatory changes have led Chinese steel producers to turn to higher quality iron ore.

Furthermore, as a result of the depreciation of the real, iron ore prices have become more competitive due to the increased purchasing power of international players that purchase Brazilian iron ore. This sets a favorable scenario for us since most of our mining production costs are denominated in reais while our mining revenues are mostly denominated in U.S. dollars, which increases the margin of our products.

Extracted iron ore can be used to manufacture several types of steel, so there is a strong correlation between steel production and the consumption of iron ore.

Overview of Cement Industry

Cement is one of the main inputs used in construction and, as a result, the cement industry is affected by trends and dynamics in the civil construction market, which is, in turn, acutely subject to macroeconomic developments. In particular, GDP growth and decreased interest rates result in increased credit availability, which fuels demand in the civil construction market.

The civil construction market in Brazil is affected by infrastructure and affordable housing projects, which account for a significant portion of Brazilian civil construction demand. The Green and Yellow Housing Program (Programa Casa Verde e Amarela), led by the Brazilian federal government to address Brazil’s housing deficit, is directed at affordable housing projects, which account for a significant portion of civil construction in Brazil. As of December 31, 2022, there was a deficit of approximately 8.0 million residential units in Brazil, according to the Union of Real Estate Purchase, Sale and Administration Companies (Sindicato das Empresas de Compra, Venda e Administração de Imóveis), or SECOVI.

In addition, infrastructure in Brazil presents ample room for development. Although Brazil was the twelfth largest economy in the world in 2022, in terms of GDP and according to the World Bank, significant infrastructure bottlenecks present an important opportunity for civil construction and, consequently, for demand for cement.

4C. Organizational Structure

We conduct our business directly and through subsidiaries. For more information on our organizational structure, see note 10 to our audited consolidated financial statements included elsewhere in this annual report.

4D. Property, Plant and Equipment

Our principal executive offices are located in the city of São Paulo, state of São Paulo, and our main production operations are located in the city of Volta Redonda, state of Rio de Janeiro. Presidente Vargas Steelworks, our steel mill, is an integrated facility covering approximately four square km and is located in the city of Volta Redonda, state of Rio de Janeiro. Our iron ore, limestone and dolomite mines are located in the state of Minas Gerais, which borders the state of Rio de Janeiro to the north. Each of these mines lies within 500 km of, and is connected by rail and paved road to, the city of Volta Redonda.

The table below sets forth certain material information regarding our properties as of December 31, 2022. For more information, see note 11 to our audited consolidated financial statements included elsewhere in this annual report.

Description | Activity | Country | State | City | Title
CSN | Presidente Vargas Steelworks | Steel Mill | Brazil | Rio de Janeiro | Volta Redonda | Owned
CSN | CSN Paraná | Galvanized and Pre-Painted Products | Brazil | Paraná | Araucária | Owned

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Description | Activity | Country | State | City | Title
CSN | CSN Porto Real | Galvanized Steel Producer | Brazil | Rio de Janeiro | Porto Real | Owned
CSN | Service Center | Distributor | Brazil | São Paulo | Mogi das Cruzes | Owned
CSN | Service Center | Distributor | Brazil | Bahia | Camaçari | Owned
CSN | Thermoelectric Plant | Energy | Brazil | Rio de Janeiro | Volta Redonda | Owned
CSN | Long Steel Plant | Long steel Manufacturer | Brazil | Rio de Janeiro | Volta Redonda | Owned
CSN | Distribution Center | Distributor | Brazil | Rio Grande do Sul | Canoas | Third Parties
CSN | Steel Distribution Center | Distributor | Brazil | Minas Gerais | Contagem | Third Parties
CSN | Distribution Center | Steel Distributor | Brazil | Rio Grande do Sul | Caxias do Sul | Third Parties
CSN | Distribution Center | Steel | Brazil | São Paulo | Jacareí | Third Parties
CSN | Distribution Center | Steel Distributor | Brazil | Bahia | Camaçari | Third Parties
CSN | Distribution Center | Steel Distributor | Brazil | Santa Catarina | Joinville | Third Parties
CSN | Distribution Center | Distributor | Brazil | São Paulo | Vargem G. Paulista | Third Parties
CSN | Office | Office | Brazil | São Paulo | São Paulo | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | São Paulo | Mogi das Cruzes | Owned
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | Minas Gerais | Uberlândia | Owned
CSN Cimentos | Arcos Mine | Limestone Mine | Brazil | Minas Gerais | Arcos | Owned
CSN Cimentos | Clinker and Cement Plant | Cement Manufacturer | Brazil | Minas Gerais | Arcos | Owned
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | São Paulo | Mauá | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | São Paulo | Ribeirão Preto | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | São Paulo | Americana | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | São Paulo | São José dos Campos | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | São Paulo | Osasco | Third Parties
CSN Cimentos | Cement Plant | Cement Manufacturer | Brazil | Rio de Janeiro | Volta Redonda | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | Rio de Janeiro | Rio de Janeiro (Arará) | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | Rio de Janeiro | Rio de Janeiro (Campo Grande) | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | Rio de Janeiro | Queimados | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | Rio de Janeiro | Itaboraí | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | Rio de Janeiro | Barra Mansa | Third Parties
CSN Cimentos | Distribution Center | Cement Distributor | Brazil | Minas Gerais | Arcos | Third Parties
CSN Cimentos | Mine | Limestone Mine | Brazil | Paraíba | Pitimbu | Owned
Companhia Metalúrgica Prada | Service Center | Distributor | Brazil | São Paulo | Mogi das Cruzes | Owned
Companhia Metalúrgica Prada | Service Center | Distributor | Brazil | São Paulo | Bebedouro | Owned
Companhia Metalúrgica Prada | Steel Can Manufacturer | Packaging | Brazil | São Paulo | São Paulo | Owned
Companhia Metalúrgica Prada | Steel Can Manufacturer | Packaging | Brazil | Minas Gerais | Uberlândia | Owned
Companhia Metalúrgica Prada | Metallic Packaging Plant | Packaging | Brazil | Rio de Janeiro | Resende | Third Parties
Companhia Metalúrgica Prada | Metallic Packaging Plant | Packaging | Brazil | Rio Grande do Sul | Pelotas | Third Parties

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Description | Activity | Country | State | City | Title
Companhia Metalúrgica Prada | Metallic Packaging Plant | Packaging | Brazil | Rio de Janeiro | Barão de Juparanã | Owned
Companhia Metalúrgica Prada | Distribution Center | Steel Roll | Brazil | São Paulo | Salto | Third Parties
Companhia Metalúrgica Prada | Distribution Center | Distributor | Brazil | São Paulo | Piracicaba | Third Parties
Companhia Metalúrgica Prada | Distribution Center | Distributor | Brazil | Minas Gerais | Contagem | Third Parties
CSN Mineração | Iron Ore Mine | Iron Ore Mine | Brazil | Minas Gerais | Congonhas | Owned and Third Parties
CSN Mineração | Ouro Preto Mine | Iron Ore Mine | Brazil | Minas Gerais | Ouro Preto | Owned
CSN Mineração | TECAR | Iron Ore Shipment | Brazil | Rio de Janeiro | Itaguaí | Third Parties
Minérios Nacional | Fernandinho Mine | Iron Ore Mine | Brazil | Minas Gerais | Rio Acima | Third Parties
ERSA | ERSA Office | Tin Mine | Brazil | Rondônia | Ariquemes | Owned
ERSA | ERSA Mine | Tin Mine | Brazil | Rondônia | Itapuã do Oeste | Owned
Companhia Siderúrgica Nacional, LLC | CSN LLC Office | Office | USA | Illinois | Chicago | Third Parties
Lusosider | Lusosider | Flat Steel Producer | Portugal | Seixal | Seixal | Owned
SWT | SWT | Steel Profile | Germany | Saalfeld-Rudolstadt | Unterwellenborn | Owned
Consórcio Usina Hidrelétrica de Igarapava | Hydroelectric Facility | Energy | Brazil | São Paulo | Igarapava | Owned
Itá Energética S.A. | Hydroelectric Facility | Energy | Brazil | Rio Grande do Sul | Aratiba | Owned
TECON | TECON - Terminal de Containers | Logistics | Brazil | Rio de Janeiro | Itaguaí | Third Parties
MRS | Railway | Railway Logistics | Brazil | Several | Several | Third Parties
FTL | Railway | Railway Logistics | Brazil | Several | Several | Third Parties
TLSA | Railway | Railway Logistics | Brazil | Several | Several | Third Parties
Elizabeth Cimentos S.A. | Cement Plant | Cement Manufacturer | Brazil | Paraíba | Alhandra | Owned
Elizabeth Cimentos S.A. | Distribution Center | Cement Distributor | Brazil | Bahia | Salvador | Third Parties
CSN Cimentos Brasil | Cargo Terminal | Cargo Terminal | Brazil | São Paulo | Ribeirão Preto | Owned
CSN Cimentos Brasil | Cargo Terminal | Cargo Terminal | Brazil | Pernambuco | Recife | Third Parties
CSN Cimentos Brasil | Cargo Terminal | Cargo Terminal | Brazil | Rio Grande do Norte | Macaíba | Third Parties
CSN Cimentos Brasil | Rio Blender e Cargo Terminal | Rio Blender e Cargo Terminal | Brazil | Rio de Janeiro | Rio de Janeiro | Owned
CSN Cimentos Brasil | Cement plant and limestone mine | Cement plant and limestone mine | Brazil | Rio de Janeiro | Cantagalo | Owned
CSN Cimentos Brasil | Cargo Terminal | Cargo Terminal | Brazil | Minas Gerais | Barbacena | Owned
CSN Cimentos Brasil | Cement plant Mine Capoeira Grande | Cement plant Mine Capoeira Grande | Brazil | Minas Gerais | Barroso | Owned
CSN Cimentos Brasil | Small hydroelectric power plant Macacos | Small hydroelectric power plant Macacos | Brazil | Minas Gerais | Sacramento | Owned
CSN Cimentos Brasil | Cement plant and limestone mine | Cement plant and limestone mine | Brazil | Minas Gerais | Montes Claros | Owned
CSN Cimentos Brasil | Cement plant and Matozinhos Mine | Cement plant and Matozinhos Mine | Brazil | Minas Gerais | Pedro Leopoldo | Owned
CSN Cimentos Brasil | Clay mine | Clay mine | Brazil | Minas Gerais | Matozinhos | Owned
CSN Cimentos Brasil | Limestone extraction | Limestone extraction | Brazil | Minas Gerais | Prados | Owned
CSN Cimentos Brasil | Cement plant | Cement plant | Brazil | Paraíba | Caaporã | Owned
CSN Cimentos Brasil | Cement grinding | Cement Grinding | Brazil | Bahia | Candeias | Owned

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Description | Activity | Country | State | City | Title
CSN Cimentos Brasil | Cement grinding and limestone mine | Cement grinding and limestone mine | Brazil | Goiás | Cocalzinho de Goiás | Owned
CSN Cimentos Brasil | Cement grinding | Cement grinding | Brazil | Espírito Santo | Serra / Vitória | Owned
CSN Cimentos Brasil | Cement grinding and aggregate | Cement grinding and aggregate | Brazil | São Paulo | Sorocaba | Owned
CSN Cimentos Brasil | Aggregate | Aggregate | Brazil | São Paulo | Mairiporã | Owned
CSN Cimentos Brasil | Aggregate | Aggregate | Brazil | São Paulo | Cajamar | Owned
CSN Cimentos Brasil | Aggregate | Aggregate | Brazil | São Paulo | Barueri | Owned
CSN Cimentos Brasil | Concrete plant | Concrete plant | Brazil | São Paulo | São José dos Campos | Third Parties
CSN Cimentos Brasil | Concrete plant | Concrete plant | Brazil | São Paulo | São Vicente | Owned
CSN Cimentos Brasil | Concrete plant | Concrete plant | Brazil | São Paulo | Guarujá | Owned
CSN Cimentos Brasil | Cargo Terminal and Concrete plant | Cargo Terminal and Concrete plant | Brazil | São Paulo | Santo André | Owned
Metalgráfica Iguaçu | Manufacture of metal packaging | Manufacture of metal packaging | Brazil | Paraná | Ponta Grossa | Owner
Metalgráfica Iguaçu | Manufacture of metal packaging | Manufacture of metal packaging | Brazil | Goiás | Goiânia | Third Parties
CEEE-G | PCH Capigui | Energy | Brazil | Rio Grande do Sul | Marau | Third Parties
CEEE-G | PCH Forquilha | Energy | Brazil | Rio Grande do Sul | Maximiliano de Almeida | Third Parties
CEEE-G | PCH Guarita | Energy | Brazil | Rio Grande do Sul | Erval Seco | Third Parties
CEEE-G | PCH Herval | Energy | Brazil | Rio Grande do Sul | Santa Maria do Herval | Third Parties
CEEE-G | PCH Ijuizinho | Energy | Brazil | Rio Grande do Sul | Eugênio de Castro | Third Parties
CEEE-G | PCH Ivaí | Energy | Brazil | Rio Grande do Sul | Júlio de Castilhos | Third Parties
CEEE-G | PCH Passo do Inferno | Energy | Brazil | Rio Grande do Sul | São Francisco de Paula | Third Parties
CEEE-G | PCH Santa Rosa | Energy | Brazil | Rio Grande do Sul | Santa Rosa | Third Parties
CEEE-G | PCH Toca | Energy | Brazil | Rio Grande do Sul | São Francisco de Paula | Third Parties
CEEE-G | UHE Canastra / PCH Bugres | Energy | Brazil | Rio Grande do Sul | Canela | Third Parties
CEEE-G | UHE Ernestina | Energy | Brazil | Rio Grande do Sul | Tio Hugo | Third Parties
CEEE-G | UHE Itaúba | Energy | Brazil | Rio Grande do Sul | Pinhal Grande | Third Parties
CEEE-G | UHE Jacuí (Leonel Brizola - Maia Filho) | Energy | Brazil | Rio Grande do Sul | Salto do Jacuí | Third Parties
CEEE-G | UHE Passo Real | Energy | Brazil | Rio Grande do Sul | Salto do Jacuí | Third Parties
CEEE-G | Reservatório Blang | Energy | Brazil | Rio Grande do Sul | São Francisco de Paula | Third Parties
CEEE-G | Reservatório Divisa | Energy | Brazil | Rio Grande do Sul | São Francisco de Paula | Third Parties
CEEE-G | Reservatório João Amado | Energy | Brazil | Rio Grande do Sul | Três Passos | Third Parties
CEEE-G | Reservatório Salto | Energy | Brazil | Rio Grande do Sul | São Francisco de Paula | Third Parties
CEEE-G | Sede administrativa Salto do Jacuí | Office | Brazil | Rio Grande do Sul | Salto do Jacuí | Third Parties
CEC | Hydroelectric Plant | Hydroelectric Plant | Brazil | Santa Catarina | Ipuaçu | Third Parties
Brasil Central Energia | Small Hydroelectric Power Station | Small Hydroelectric Power Station | Brazil | Mato Grosso | Brasnorte | Third Parties

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Description | Activity | Country | State | City | Title
Santa Ana Energética | Small Hydroelectric Power Station | Small Hydroelectric Power Station | Brazil | Santa Catarina | Angelina | Third Parties

For information on environmental matters with respect to certain of the facilities described above, see “Item 8. Financial Information—8A. Consolidated Statements and Other Financial Information—Legal and Administrative Proceedings.” In addition, for information on our plans to construct, expand and improve our facilities, see “—4B. Business Overview—Investments and Divestitures—Acquisition Activity” and note 21 to our audited consolidated financial statements included elsewhere in this annual report.

PART III

| ITEM 19. | Exhibits

Exhibit Number |  | Description
1.1 |  | Bylaws of the registrant (English translation), incorporated in this annual report by reference from our Form 6-K filed with the SEC on November 27, 2017.
2.1 |  | Amended and Restated Deposit Agreement, among Companhia Siderúrgica Nacional, Citibank, N.A., as depositary, and the holders and beneficial owners of American Depositary Shares issued thereunder, incorporated in this annual report by reference from our Registration Statement on Form F-6 filed with the SEC on February 24, 2022.
2.2 |  | Description of the registrant’s securities registered under Section 12 of the Exchange Act, incorporated in this annual report by reference from our annual report on Form 20-F for the fiscal year ended December 31, 2019, filed with the SEC on April 3, 2020.
4.1 | * | Investment Agreement, dated November 21, 2014, among Companhia Siderúrgica Nacional, Brazil Japan Iron Ore Corporation, POSCO, China Steel Corporation, Congonhas Minérios S.A. and Nacional Minérios S.A., as amended on November 15, 2015 and restated on November 27, 2015, incorporated in this annual report by reference from our annual report on Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC on April 13, 2021.
4.2 |  | Amendment, dated December 6, 2019, among Companhia Siderúrgica Nacional, Japão Brasil Minério de Ferro Participações Ltda., POSCO, China Steel Corporation and CSN Minérios Nacional S.A., to the Investment Agreement (Exhibit 4.1), incorporated in this annual report by reference from our annual report on Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC on April 13, 2021.
8.1 |  | List of subsidiaries.
11.1 |  | Policy for the Disclosure of Material Facts and the Trading of Securities Issued by CSN.
12.1 |  | Section 302 Certification of Chief Executive Officer.
12.2 |  | Section 302 Certification of Chief Financial Officer.
13.1 |  | Section 906 Certification of Chief Executive Officer.
13.2 |  | Section 906 Certification of Chief Financial Officer.
96.1 | + | Technical Report Summary for Casa de Pedra Operations.
101.INS |  | XBRL Instance Document.
101.SCH |  | XBRL Taxonomy Extension Schema.
101.CAL |  | XBRL Taxonomy Extension Scheme Calculation Linkbase.
101.DEF |  | XBRL Taxonomy Extension Scheme Definition Linkbase.
101.LAB |  | XBRL Taxonomy Extension Scheme Label Linkbase.
101.PRE |  | XBRL Instance Document.

* Certain confidential portions of the exhibit have been omitted from the public filing.

+ Filed herewith.

49

Table of Contents

SIGNATURES

The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

COMPANHIA SIDERÚRGICA NACIONAL

By: /s/ Benjamin Steinbruch
Name: Benjamin Steinbruch
Title: Chief Executive Officer

By: /s/ Antonio Marco Campos Rabello
Name: Antonio Marco Campos Rabello
Title: Chief Financial Officer and Investor Relations Officer

Dated: April 25, 2024