Obligation Aço Nacional Siderúrgica 7% ( USG2585XAA75 ) en USD

Aço Nacional Siderúrgica

99.95 % ⇌

Bresil

USG2585XAA75 ( en USD )

7% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation Cia Siderurgica Nacional (CSN) USG2585XAA75 en USD 7%, échéance Perpétuelle

100 000 USD

1 000 000 000 USD

G2585XAA7

BB ( Spéculatif )

N/A

23/06/2025 ( Dans 32 jours )

Cia Siderúrgica Nacional (CSN) est une entreprise brésilienne intégrée d'acier, produisant du minerai de fer, de l'acier brut, des produits plats et longs, ainsi que de l'énergie.

L'Obligation émise par Aço Nacional Siderúrgica ( Bresil ) , en USD, avec le code ISIN USG2585XAA75, paye un coupon de 7% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Aço Nacional Siderúrgica ( Bresil ) , en USD, avec le code ISIN USG2585XAA75, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

LISTING
PROSPECTUS

US$1,000,000,000
CSN Islands XII Corp.
7.00% Guaranteed Perpetual Notes
Unconditionally and irrevocably guaranteed by

Companhia Siderúrgica Nacional
____________
We are offering US$1,000,000,000 aggregate principal amount of CSN Islands XII Corp.'s 7.00% Guaranteed Perpetual
Notes, or the Notes. CSN Islands XII Corp., or the Issuer, is a Cayman Islands exempted limited liability company
incorporated for the purpose of issuing the Notes. The Notes are unconditionally and irrevocably guaranteed by Companhia
Siderúrgica Nacional, referred to as the Company, CSN or the Guarantor, a sociedade anônima incorporated under the laws of
the Federative Republic of Brazil, or Brazil. The Issuer is a subsidiary of the Guarantor.
Interest on the Notes will accrue from and including September 23, 2010, and the Issuer will pay interest on the Notes
quarterly in arrears on March 23, June 23, September 23 and December 23 of each year, starting December 23, 2010.
The Notes are perpetual notes with no fixed final maturity and will not be subject to any mandatory redemption provisions.
The Notes will be repaid only in the event that we redeem or repurchase the Notes or upon acceleration due to an Event of
Default, as described under "Description of the Notes." We may, at our option, redeem the Notes, in whole but not in part, at
100% of their principal amount plus accrued interest and additional amounts, if any, on any interest payment date on or after
September 23, 2015 or at any time upon the imposition of certain changes affecting taxation in the Cayman Islands or Brazil.
Payments on the Notes or the guarantee of the Notes, or the Guaranty, will be payable in U.S. dollars and will be paid without
deduction for or on account of taxes imposed or levied by the Cayman Islands or Brazil to the extent set forth under "Description
of the Notes--Additional Amounts."
The Notes will rank pari passu with all other unsecured and unsubordinated obligations of the Issuer. The Guaranty,
will rank pari passu with all other unsecured and unsubordinated obligations of CSN.
There is currently no public market for the Notes. An application has been made to list the Notes on the official list of
the Luxembourg Stock Exchange and to trading on the Euro MTF market.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 17.
Notes Price: 100.00%
Delivery of the Notes is expected to be made in book-entry form only through The Depository Trust Company, or
DTC, on or about September 23, 2010.
The Notes and the Guaranty have not been and will not be registered under the Securities Act. The Notes may not be
offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the
exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on
Regulation S. You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes,
see "Notice to Investors."

BofA Merrill Lynch Credit Suisse Deutsche Bank Securities Morgan Stanley

The date of this offering memorandum is September 16, 2010.

(This page intentionally left blank)

TABLE OF CONTENTS
Page
ENFORCEMENT OF CIVIL LIABILITIES.............................................................................................................. V
CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS ................................... VII
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................IX
OFFERING MEMORANDUM SUMMARY.............................................................................................................. 1
THE OFFERING .................................................................................................................................................. 6
SUMMARY FINANCIAL AND OTHER DATA OF CSN ........................................................................................ 11
RISK FACTORS ................................................................................................................................................. 17
USE OF PROCEEDS ........................................................................................................................................... 19
EXCHANGE RATES ........................................................................................................................................... 20
CAPITALIZATION OF CSN ............................................................................................................................... 21
RECENT DEVELOPMENTS ................................................................................................................................ 22
DESCRIPTION OF THE NOTES.......................................................................................................................... 32
NOTICE TO INVESTORS .................................................................................................................................... 48
TAXATION ........................................................................................................................................................ 50
CERTAIN ERISA CONSIDERATIONS ............................................................................................................... 57
PLAN OF DISTRIBUTION................................................................................................................................... 58
LUXEMBOURG LISTING INFORMATION........................................................................................................... 62
LEGAL MATTERS ............................................................................................................................................. 63
INDEPENDENT ACCOUNTANTS ........................................................................................................................ 63
GENERAL INFORMATION................................................................................................................................. 64
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF CSN..................................................................... F-1
ANNEX A: SUMMARY OF CERTAIN DIFFERENCES BETWEEN BRAZILIAN GAAP AND U.S. GAAP.............. A-1
____________
In this offering memorandum, except where otherwise specified or the context otherwise requires, "we,"
"us," "our," "CSN," and "the Company" refer to Companhia Siderúrgica Nacional and its subsidiaries. All
references to "the Issuer" refer to CSN Islands XII Corp., a subsidiary of CSN.
You should rely only on the information contained in this offering memorandum. Neither the
Issuer, CSN, nor the initial purchasers has authorized anyone to provide you with different
information. The information contained in this offering memorandum is accurate only as of the date of
this offering memorandum, regardless of the time of delivery of this offering memorandum or of any
sale of the Notes. Neither the delivery of this offering memorandum nor any sale made hereunder shall
under any circumstances imply that there has been no change in the affairs of the Issuer, CSN or in the
affairs of each of CSN's subsidiaries or that the information set forth herein is correct as of any date
subsequent to the date hereof.
We have incorporated by reference to this offering memorandum our annual report on Form 20-F for the
year ended December 31, 2009, as filed on June 1, 2010 (the "Form 20-F") except that we do not incorporate by
reference the selected financial information for the years ended December 31, 2006 and 2005, which information
is not deemed to be part of this offering memorandum and you expressly acknowledge that you will not rely on
that information. The Form 20-F includes risk factors, our audited consolidated financial statements prepared in
accordance with United States generally accepted accounting principles ("U.S. GAAP") and disclosure
concerning our business and financial condition and results of operations, as well as other matters. We have also
included financial data from our audited annual consolidated financial information for the fiscal years ended
December 31, 2007, 2008 and 2009 and our unaudited interim consolidated financial information for the
six-month periods ended June 30, 2010 and 2009 prepared in accordance with accounting practices adopted in
Brazil ("Brazilian GAAP"). You should carefully review the entire offering memorandum, including the Form
20-F, before making an investment decision. All references contained herein to the offering memorandum mean
the offering memorandum including the Form 20-F and other exhibits to the offering memorandum.
i

This offering memorandum has been prepared by us solely for use in connection with the proposed
offering of the Notes and for listing of the Notes on the Euro MTF. This offering memorandum does not
constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire
securities. Distribution of this offering memorandum to any other person other than the prospective investor
and any person retained to advise such prospective investor with respect to its purchase is unauthorized, and
any disclosure of any of its contents, without our prior written consent, is prohibited. Each prospective
investor, by accepting delivery of this offering memorandum, agrees to the foregoing and to make no
photocopies of any documents referred to in this offering memorandum.
This offering memorandum is intended solely for the purpose of soliciting expressions of interest in the
Notes from qualified investors and does not purport to summarize all of the terms, conditions, covenants and
other provisions contained in the Indenture, the Notes and other transaction documents. The information
provided is not all-inclusive and may not contain all the information that may be relevant to you. Certain
industry information in this offering memorandum has been obtained by the Issuer and CSN from publicly
available sources that the Issuer and CSN deem reliable. The Issuer and CSN have not independently
verified such information.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum, including, without limitation, the
financial statements and other annexes to this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past
or future. The Issuer and CSN have furnished the information contained in this offering memorandum.
The Issuer and CSN confirm that, after having made all reasonable inquiries, this offering memorandum does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The Issuer and CSN accept
responsibility for the information contained in this offering memorandum regarding the Issuer, CSN and the Notes.
This offering memorandum contains summaries intended to be accurate with respect to certain terms of
certain documents, but reference is made to the actual documents, all of which will be made available to you
upon request to CSN, for complete information with respect thereto, and all such summaries are qualified in
their entirety by such reference.
You hereby acknowledge that (i) you have been afforded an opportunity to request from the Issuer and
CSN and to review, and have received, all additional public information considered by you to be necessary to
verify the accuracy of, or to supplement, the information contained herein, (ii) you have had the opportunity
to review all of the documents described herein, (iii) you have not relied on the initial purchasers or any
person affiliated with the initial purchasers in connection with any investigation of the accuracy of such
information or the investment decision and (iv) no person has been authorized to give any information or to
make any representation concerning CSN, the Issuer or the Notes (other than as contained herein and
information given by duly authorized officers and employees of CSN in connection with your examination of
the Issuer, CSN and the terms of this offering) and, if given or made, you should not rely upon any such other
information or representation as having been authorized by CSN, the Issuer or the initial purchasers.
In connection with the issue of the Notes, the initial purchasers (or persons acting on behalf of the initial
purchasers) may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the initial
purchasers (or persons acting on behalf of the initial purchasers) will undertake stabilization action. Such
stabilizing, if commenced, may be discontinued at any time and, if begun, must be brought to an end after a
limited period. Any stabilization action or over-allotment must be conducted by the relevant initial purchasers
(or person(s) acting on behalf of any initial purchasers) in accordance with all applicable laws and rules.
In making an investment decision, you must rely on your own examination of the business of the
Issuer and of CSN and the terms of this offering, including the merits and risks involved. These Notes
have not been recommended by any federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this document. Any representation to the contrary is a criminal offense.
ii

____________
Each person receiving this offering memorandum acknowledges that (i) this offering memorandum does
not contain all the information that would be included in a prospectus for this offering were this offering
registered under the Securities Act of 1933, as amended ("Securities Act"), and (ii) all financial information
contained herein, including in our annual report on Form 20-F incorporated by reference to this offering
memorandum, has been prepared in accordance with U.S. GAAP in U.S. dollars, except for the audited annual
consolidated financial information for the fiscal years ended December 31, 2007, 2008 and 2009 and the
unaudited interim consolidated financial information for the six-month periods ended June 30, 2010 and 2009
which were prepared in accordance with Brazilian GAAP, prescribed by the Brazilian Corporate Law No.
6,404, dated December 15, 1976, as amended (the "Brazilian Corporate Law"), pronouncements issued by the
Committee for Accounting Pronouncements, or CPC, and rules and regulations issued periodically by the
Comissão de Valores Mobiliários (the Brazilian Securities Commission, the "CVM"). CSN does not currently
prepare interim financial information in U.S. GAAP, and it is not required to do so.
Brazilian GAAP differs in certain respects from U.S. GAAP. See "Annex A: Summary of Certain
Differences Between Brazilian GAAP and U.S. GAAP" for a description of the principal differences as they
relate to CSN. Because of the differences in the accounting principles (and the currency of reporting) used in
the preparation of the annual consolidated financial information, on the one hand, and the annual and interim
consolidated financial information contained herein, on the other, such information contained in our 2009
Form 20-F is not comparable and you should use caution when comparing the interim consolidated financial
information to the annual consolidated financial information in U.S. GAAP.
____________
NOTICE TO INVESTORS WITHIN BRAZIL
THE NOTES (AND RELATED GUARANTEE) HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED WITH THE BRAZILIAN SECURITIES COMMISSION (COMISSÃO DE VALORES
MOBILIÁRIOS), OR THE "CVM." THE NOTES MAY NOT BE OFFERED OR SOLD IN BRAZIL,
EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING OR
UNAUTHORIZED DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS. THE
NOTES (AND RELATED GUARANTEE) ARE NOT BEING OFFERED INTO BRAZIL.
DOCUMENTS RELATING TO THE OFFERING OF THE NOTES, AS WELL AS INFORMATION
CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL, NOR BE USED
IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE NOTES TO THE
PUBLIC IN BRAZIL.
____________
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ("RSA") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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____________
NOTICE TO MEMBERS OF THE PUBLIC IN THE CAYMAN ISLANDS
SECTION 175 OF THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS
PROVIDES THAT AN EXEMPTED COMPANY (SUCH AS THE ISSUER) THAT IS NOT LISTED
ON THE CAYMAN ISLANDS STOCK EXCHANGE IS PROHIBITED FROM MAKING ANY
INVITATION TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR ANY OF ITS
NOTES. EACH PURCHASER OF THE NOTES ACKNOWLEDGES THAT NO INVITATION MAY
BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR THE NOTES
AND THAT NONE IS MADE HEREBY.
____________
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
Note offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer
or solicitation. This offering memorandum may only be used for the purposes for which it has been published.
____________
None of the Issuer, CSN, the initial purchasers, or any of their respective affiliates or representatives is
making any representation to you regarding the legality of any investment by you under applicable legal
investment or similar laws. You should consult with your own advisors as to legal, tax, business, financial and
related aspects of a purchase of the Notes.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or
exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this offering
memorandum entitled "Plan of Distribution" and "Notice to Investors."
This offering memorandum is a prospectus for purposes of the Luxembourg Law dated July 10, 2005 on
prospectuses for securities.
____________
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, YOU ARE
HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES CONTAINED
OR REFERRED TO IN THIS OFFERING MEMORANDUM AND RELATED MATERIALS IS NOT
INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY YOU, FOR THE PURPOSE
OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON YOU UNDER THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED; (B) ANY SUCH DISCUSSION IS BEING USED IN
CONNECTION WITH THE PROMOTION OR MARKETING BY US OF THE MATTERS
DESCRIBED HEREIN; AND (C) YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
Notwithstanding anything to the contrary contained in this offering memorandum and the related
materials, the obligations of confidentiality contained herein and therein, as they relate to the
transactions contemplated by this offering circular, shall not apply to the tax structure or tax treatment
of such transactions, and each recipient (and its employees, representatives or other agents) may
disclose to any and all persons, without limitation of any kind, the tax structure and tax treatment of
such transactions; provided, that no person may disclose the name of or identifying information with
respect to any party identified herein or any pricing terms or other nonpublic business or financial
information that is unrelated to the tax structure or tax treatment of such transactions.
iv

ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is duly incorporated as an exempted limited liability company under the laws of the Cayman
Islands and CSN is duly incorporated as a sociedade anônima under the laws of Brazil. Many of the Issuer's
and CSN's directors and officers, as well as certain of the experts named herein, reside in Brazil. All or a
substantial portion of the assets of CSN and of such directors and officers and such experts are located in
Brazil. In the Indenture (as defined under "Description of the Notes" below), each of the Issuer and CSN, as
the case may be:
·
agrees to submit to the jurisdiction of the courts of the State of New York and the federal courts of
the United States, in each case sitting in the Borough of Manhattan, The City of New York, in
connection with any suit, action or proceedings, or to settle any disputes, which arise out of or in
connection with the Notes, the Indenture or the Guaranty and, for such purposes, agrees to submit to
the jurisdiction of such courts; and
·
has agreed to appoint an agent for service of process in the Borough of Manhattan, The City of New York.
Except to the extent indicated in the immediately preceding sentence, none of the Issuer, CSN or any of
their respective directors or officers or such experts has consented to the jurisdiction of the courts of the
United States or any State thereof in connection with any suit brought by an investor in the Notes or the
Guaranty or named an agent for service of process within the United States or in any State thereof.
As a result, it may not be possible for investors to effect service of process within the United States upon
the Issuer, CSN or such persons or to enforce, in U.S. courts or the courts of other jurisdictions outside of
Brazil, judgments against the Issuer, CSN or such persons or judgments obtained in such courts predicated
upon the civil liability provisions of the federal securities laws of the United States or other applicable laws.
Brazil
CSN has been advised by its internal legal counsel that judgments of United States courts for civil
liabilities, including those predicated upon the federal securities laws of the United States, may be enforced in
Brazil, subject to certain requirements described below. A judgment against CSN or its directors and officers
obtained outside Brazil would be enforceable in Brazil against such entity or person, without reconsideration
of the merits, upon confirmation ("homologacão") of the judgment by the Brazilian Superior Court of Justice.
Confirmation will occur if the foreign judgment:
·
fulfills all formalities required for its enforceability under the laws of the country where the foreign
judgment is granted;
·
is issued by a competent court after proper service of process made in accordance with the laws of
the country where the foreign judgment is granted or the default ("revelia") of the defendant is
legally verified;
·
is final and not subject to appeal;
·
is authenticated by a Brazilian consular office in the country where the foreign judgment is issued
and is accompanied by a sworn translation into Portuguese; and
·
is not contrary to Brazilian national sovereignty, public policy or good morals.
CSN has been further advised by internal legal counsel that, to the extent not deemed contrary to
Brazilian national sovereignty, public policy or good morals, original actions predicated on the federal
securities laws of the United States may be brought in Brazilian courts and that Brazilian courts will enforce
liabilities in such actions against CSN and its directors and officers. Internal legal counsel has further advised
CSN that a person seeking to enforce such a judgment in Brazilian courts (whether Brazilian or non-Brazilian)
who resides outside Brazil during the course of litigation in Brazil must post a bond to guarantee legal fees
and court expenses if such person owns no real property in Brazil that may assure such payment, except in the
v

case of the enforcement of foreign judgments which have been duly confirmed by the Brazilian Superior
Court of Justice and in the case of claims for collection on a título executivo extrajudicial (an instrument
which may be enforced in Brazilian courts without a review on the merits). This bond must have a value
sufficient to satisfy the payment of court fees and defendant's attorney's fees, as determined by the Brazilian
court. Notwithstanding the foregoing, no assurance can be given that the confirmation process described
above will be conducted in a timely manner or that a Brazilian court would enforce a monetary judgment for
violation of the federal securities laws of the United States with respect to the Notes or the Guaranty. We have
been advised that, if the Notes or the Indenture were to be declared void by a court applying the laws of the
State of New York, a judgment obtained outside of Brazil seeking to enforce the Guarantee may not be
ratified by the Superior Court of Justice in Brazil.
Cayman Islands
The Issuer has been advised by Walkers, its Cayman Islands counsel, that there is uncertainty as to
whether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. courts obtained
against the Issuer or such persons predicated upon the civil liability provisions of the securities laws of the
United States or any state thereof, or (2) be competent to hear original actions brought in each respective
jurisdiction, against the Issuer or such persons predicated upon the securities laws of the United States or any
state thereof.
Walkers has further advised the Issuer that a final and conclusive judgment in federal or state courts of
the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines,
penalties or similar charges, may be subject to enforcement proceedings by way of an action commenced on
the judgment debt in the courts of the Cayman Islands.
vi

CAUTIONARY STATEMENT WITH RESPECT TO
FORWARD-LOOKING STATEMENTS
The statements contained in this offering memorandum that are not historical facts, including, without
limitation, certain statements made in the sections entitled "Recent Developments" in this offering
memorandum and "Item 4. Information on the Company" and "Item 5. Operating and Financial Review
and Prospects" in our Form 20-F, incorporated by reference to this offering memorandum, are based on
management's current views and assumptions and involve known and unknown risks and uncertainties that
could cause actual results, performance or events to differ materially from those expressed or implied in such
statements. Actual results, performance or events may differ materially from those expressed or implied in
such statements due to, without limitation:
·
general economic, political and business conditions in Brazil and abroad;
·
effects of global financial markets and economic crisis;
·
changes in competitive conditions and in the general level of demand and supply for our products;
·
management's expectations and estimates concerning our future financial performance and financing plans;
·
our level of debt;
·
availability of raw materials;
·
changes in international trade or international trade regulations;
·
protectionist measures imposed by Brazil and other countries;
·
anticipated trends in our industry;
·
our capital expenditure plans;
·
inflation, interest rate levels and fluctuations in foreign exchange rates;
·
our ability to develop and deliver our products on a timely basis;
·
electricity and natural gas shortages and government responses to them;
·
existing and future governmental regulation; and
·
other risk factors as set forth under "Item 3D. Risk Factors," in our Form 20-F, incorporated by
reference to this offering memorandum.
Forward-looking statements also include, but are not limited to:
·
the projected completion dates of, and the projected total investments in, projects under construction;
·
the completion of satisfactory financing arrangements for projects and other transactions;
·
plans to increase steel output;
·
plans to expand iron ore production at our mines, including Casa de Pedra;
·
plans to expand the existing seaport terminal in Sepetiba;
·
plans to built a logistics complex, including the expansion of the existing container seaport terminal
in Sepetiba; the construction of a Logistic Support Center and the construction of the Lago da Pedra
private seaport terminal;
vii

·
plans to segregate our mining assets;
·
plans to increase our cement production; and
·
plans to built and revamp a railway track in the northeastern part of Brazil, Transnordestina Logística
S.A., or Transnordestina.
See "Recent Developments" in this offering memorandum and "Item 5. Operating and Financial Review
and Prospectus" in our Form 20-F, incorporated by reference to this offering memorandum.
Our forward-looking statements are not guarantees of future performance, and our actual results or other
developments may differ materially from the expectations expressed in the forward-looking statements. As for
forward-looking statements that relate to future financial results and other projections, actual results will be
different due to the inherent uncertainty of estimates, forecasts and projections. Because of these
uncertainties, potential investors should not rely on these forward-looking statements.
Forward-looking statements speak only as of the date they are made, and neither we nor the initial
purchasers undertake any obligation to update them in light of new information or future developments or to
release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect
the occurrence of unanticipated events.
Our independent auditors have not examined or compiled the forward-looking statements, and accordingly,
do not provide any assurance with respect to such statements. Investors should consider these cautionary
statements together with any written or oral forward-looking statements that we may issue in the future.
We undertake no obligation to publicly update any forward-looking statement, whether as a result of new
information, future events or otherwise.
viii