Obligation Aço Nacional Siderúrgica 6.5% ( USL21779AA88 ) en USD

Aço Nacional Siderúrgica

100 % ⇌

Bresil

USL21779AA88 ( en USD )

6.5% par an ( paiement semestriel )

21/07/2020 - Obligation échue

Prospectus brochure de l'obligation Cia Siderurgica Nacional (CSN) USL21779AA88 en USD 6.5%, échue

100 000 USD

1 200 000 000 USD

L21779AA8

B- ( Très spéculatif )

N/A

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 brésilienne émise par Cia Siderurgica Nacional (CSN) (ISIN : USL21779AA88, CUSIP : L21779AA8), d'une valeur nominale totale de 1 200 000 000 USD, avec un taux d'intérêt de 6,5 %, échéant le 21/07/2020, a été remboursée à 100 % à sa date d'échéance, avec une fréquence de paiement semestrielle, une taille minimale de transaction de 100 000 USD et une notation Standard & Poors de B-.

OFFERING MEMORANDUM

US$200,000,000
CSN Resources S.A.
6.50% Senior Unsecured Guaranteed Notes due 2020

Unconditionally and irrevocably guaranteed by

Companhia Siderúrgica Nacional
____________
We are offering pursuant to this offering US$200,000,000 aggregate principal amount of CSN Resources S.A.'s 6.50% Senior
Unsecured Guaranteed Notes due 2020, or the New Notes. The New Notes are being offered as additional debt securities under
an indenture pursuant to which, on July 21, 2010, the Issuer (as defined below) issued US$1.0 billion of its 6.50% senior
unsecured guaranteed notes due 2020, or the Initial Notes. The New Notes constitute "additional notes" under the indenture.
The New Notes will have identical terms and conditions as the Initial Notes, other than their issue price and issue date, and will
constitute part of the same series as, and vote together as a single class with, the Initial Notes, except that the New Notes
offered and sold in offshore transactions under Regulation S shall be issued and maintained under temporary ISIN and CUSIP
numbers during a 40-day distribution compliance period. See "Luxembourg Listing Information." References to the "Notes"
refer to the Initial Notes and the New Notes collectively, unless the context otherwise requires.
CSN Resources S.A., or the Issuer, is a public limited liability company (société anonyme) incorporated under the laws of the
Grand Duchy of Luxembourg, or Luxembourg. The Notes are unconditionally and irrevocably guaranteed by Companhia
Siderúrgica Nacional, referred to as the Company, CSN or the Guarantor, a corporation (sociedade anônima) incorporated under
the laws of the Federative Republic of Brazil, or Brazil. The Issuer is an indirect subsidiary of the Guarantor.
The Issuer will pay interest on the Notes semiannually in arrears on January 21 and July 21 of each year, starting July 21, 2012. The
Notes will mature on July 21, 2020. The Notes will be subject to redemption prior to maturity upon the imposition of certain changes
affecting taxation in Luxembourg or Brazil. The Notes will also be subject to redemption by the Issuer at any time at their principal
amount plus a "make-whole" premium and accrued and unpaid interest and additional amounts, if any, to the date of redemption. See
"Description of the Notes--Optional Redemption." Payments on the Notes will be payable in U.S. dollars and will be paid without
deduction for or on account of taxes imposed or levied by Luxembourg or Brazil to the extent set forth under "Description of the
Notes--Additional Amounts."
The Notes rank pari passu with all unsecured and unsubordinated obligations of the Issuer. The guarantee of the Notes, or the
Guaranty, ranks pari passu with all unsecured and unsubordinated obligations of CSN.
An application has been made for the New Notes to be admitted to listing 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 14.
New Notes Price: 106.00%
plus accrued interest from January 21, 2012.
Purchasers will be required to pay accrued interest totaling US$433,333.33, or US$2.17 per US$1,000 principal amount of
New Notes from January 21, 2012 to February 3, 2012, the date we expect to deliver the New Notes.
Delivery of the New Notes was made in book-entry form only through The Depository Trust Company, or DTC, on or about
February 3, 2012.
The New Notes and the Guaranty have not been and will not be registered under the Securities Act. The New 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 New 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 New Notes, see "Notice to
Investors."
BB Securities
BofA Merrill Lynch Deutsche Bank Securities Morgan Stanley
The date of this offering memorandum is May 8, 2012.

TABLE OF CONTENTS
Page
Enforcement of Civil Liabilities ...................................................................................................................................iv
Cautionary Statement with Respect to Forward-Looking Statements ..........................................................................vi
Presentation of Financial Information ........................................................................................................................viii
Offering Memorandum Summary .................................................................................................................................1
The Offering ..................................................................................................................................................................6
Summary Financial and Other Data of CSN..............................................................................................................100
Risk Factors .................................................................................................................................................................12
Use of Proceeds .........................................................................................................................................................144
Exchange Rates ...........................................................................................................................................................15
Capitalization of CSN..................................................................................................................................................16
Description of The Notes.............................................................................................................................................17
Notice to Investors.......................................................................................................................................................33
Taxation.......................................................................................................................................................................35
Certain ERISA Considerations ....................................................................................................................................42
Plan of Distribution .....................................................................................................................................................43
Luxembourg Listing Information ................................................................................................................................47
Legal Matters...............................................................................................................................................................48
Independent Accountants ............................................................................................................................................48
General Information ....................................................................................................................................................49
Financial Statements of the Issuer ............................................................................................................................ F-1
Annex A: Guarantor's Annual Report for the Year Ended December 31, 2011........................................................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 Resources S.A., an indirect 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 New
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 annexed to this offering memorandum our annual report on Form 20-F for the year ended December
31, 2011, as filed on April 27, 2012 (the "Form 20-F"). The Form 20-F includes risk factors, our audited
consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS")
as issued by the International Accounting Standards Board ("IASB") and disclosure concerning our business and
financial condition and results of operations, as well as other matters. 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.
The Form 20-F annexed to this offering memorandum is available free of charge at the offices of the listing
agent in Luxembourg and on-line on the Luxembourg Stock Exchange website www.bourse.lu.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering of
the New Notes and for listing of the New 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
i

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.
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.
This offering memorandum is intended solely for the purpose of soliciting expressions of interest in the New
Notes from qualified investors and does not purport to summarize all of the terms, conditions, covenants and other
provisions contained in the Indenture, the New Notes and other transaction documents. 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.
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, (iv) 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 (v) 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 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 New 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.
In connection with the issue of the New Notes, the initial purchasers (or persons acting on behalf of the initial
purchasers) may over-allot New Notes or effect transactions with a view to supporting the market price of the New
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.
ii

____________
NOTICE TO INVESTORS WITHIN BRAZIL
THE NOTES (AND RELATED GUARANTEE) HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED WITH 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.
____________
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.
____________
Neither the Issuer, CSN, the initial purchasers, nor any of their respective affiliates or representatives are
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 New Notes.
The New 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.
iii

ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a public limited liability company (société anonyme) incorporated under the laws of Luxembourg
and CSN is duly incorporated as a corporation (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.
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 if the foreign judgment:

is for the payment of a sum certain;

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 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
iv

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.
Service of Process and Enforcement of Civil Liabilities in Luxembourg
The Issuer is a public limited liability company (société anonyme) under the laws of Luxembourg. Certain of
the Issuer's directors and executive officers are non-residents of the United States. In addition, all or a substantial
portion of the assets of the Issuer and substantially all of the assets of its directors are located outside the United
States. As a result, it may not be possible for you to serve process on these persons or the Issuer in the United States
or to enforce judgments obtained in U.S. courts against them or the Issuer based on civil liability provisions of the
securities laws of the United States.
We have been advised by our Luxembourg counsel that the United States and Luxembourg are not currently
bound by a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards
rendered in civil and commercial matters. According to such counsel, an enforceable judgment for the payment of
monies rendered by any U.S. Federal or state court based on civil liability, whether or not predicated solely upon the
U.S. securities laws, would not directly be enforceable in Luxembourg. However, a party who received such
favorable judgment in a U.S. court may initiate enforcement proceedings in Luxembourg (exequatur) by requesting
enforcement of the U.S. judgment by the District Court (Tribunal d'Arrondissement) pursuant to Section 678 of the
New Luxembourg Code of Civil Procedure. The District Court will authorize the enforcement in Luxembourg of the
U.S. judgment if it is satisfied that all of the following conditions are met:

the U.S. judgment is enforceable (exécutoire) in the United States;

the U.S. court awarding the judgment has jurisdiction to adjudicate the respective matter under applicable
U.S. Federal or state jurisdictions rules, and that jurisdiction is recognized by Luxembourg private
international and local law;

the U.S. court has applied to the dispute the substantive law which would have been applied by
Luxembourg courts;

the principles of natural justice have been complied with;

the U.S. judgment does not contravene international public policy or order as understood under the laws of
Luxembourg or has been given in proceedings of a criminal nature;

the U.S. court has acted in accordance with its own procedural laws; and

the judgment was granted following proceedings where the counterparty had the opportunity to appear, and
if it appeared, to present a defense.
In practice, Luxembourg courts now tend not to review the merits of a foreign judgment, although there is no
clear statutory prohibition of such review.

v

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, annexed 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, especially in China;

the ongoing effects of the recent 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 and price of raw materials;

changes in international trade or international trade regulations;

protectionist measures imposed by Brazil and other countries;

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;

lack of infrastructure in Brazil;

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, annexed 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;

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.
See "Recent Developments" in this offering memorandum and "Item 5. Operating and Financial Review and
Prospectus" in our Form 20-F, annexed to this offering memorandum.
vi

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.

vii

PRESENTATION OF FINANCIAL INFORMATION
Our consolidated financial statements as of December 31, 2011 and 2010 and for the years then ended, included
in Form 20-F annexed herein, as well as the other financial information related to these financial statements included
in this offering memorandum, have been presented in reais and prepared in accordance with IFRS as issued by
IASB.
In this offering memorandum, references to "U.S. dollars" and "US$" are to the currency of the United States of
America and references to "reais" and "R$" are to the currency of Brazil. References in this offering memorandum
to "billions" are to thousands of millions, to "mt" denotes metric tons and to "mtpy" to metric tons per year.
For the convenience of the reader, certain financial information relating to us is presented in U.S. dollars in this
offering memorandum. Such information has been converted into U.S. dollars using the period end real/U.S. dollar
exchange rates published by the Brazilian Central Bank (Banco Central do Brasil), or the Central Bank, on
December 31, 2011, which was US$1.00 = R$1.8758. Investment amounts contained in this offering memorandum
have been translated at the commercial market exchange rate in effect on the date the investment was made. For a
discussion of historical Brazilian currency and U.S. dollar exchange rates, see "Exchange Rates." This translation
should not be construed as a representation that any such amounts have been, would have been or could be
converted at these or any other exchange rates.
Certain figures included in this offering memorandum have been subject to rounding adjustments; accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
Changes in Regulatory Requirements for Presentation of Financial Statements Convergence to IFRS
Starting with the year ended December 31, 2010, Brazilian listed companies are required to publish their
consolidated financial statements in accordance with IFRS. Those consolidated financial statements must be
prepared based on IFRS as issued by the IASB.
Consequently, the financial statements and other financial information for the years ended December 31, 2011
and 2010 included in Form 20-F, unless otherwise indicated, were prepared and presented in accordance with IFRS
as issued by IASB.
Previously published consolidated financial statements in our annual report on Form 20-F for our financial year
ended December 31, 2009, as well as all prior financial periods, were prepared in accordance with accounting
principles generally accepted in the United States ("U.S. GAAP"). IFRS differs in certain material respects from
U.S. GAAP and, accordingly, the consolidated financial statements for our financial years ended December 31, 2010
and 2009 prepared in accordance with IFRS as issued by IASB are not comparable to our consolidated financial
statements prepared in accordance with U.S. GAAP for 2009 and prior years presented in our reports on Form 20-F.
See "Item 5. Operating and Financial Review and Prospects--Change in Accounting from U.S. GAAP to IFRS" and
Note 4 to our consolidated financial statements included in Form 20-F annexed herein.
For certain purposes, such as providing reports to our Brazilian shareholders, filing financial statements with the
CVM and other distributions and tax liabilities in Brazil, we have prepared and will continue to be required to
prepare financial statements in accordance with the accounting principles required by Brazilian law No. 6,404, dated
December 15, 1976, as amended, (the "Brazilian Corporate Law"), and the rules and regulations of the CVM
("Brazilian GAAP").

viii

OFFERING MEMORANDUM SUMMARY
The following summary is qualified in its entirety by, and is subject to, the more detailed information and the
financial statements (including the notes thereto) appearing elsewhere in this offering memorandum.
The Issuer
CSN Resources S.A. (the "Issuer") is a public limited liability company (société anonyme), incorporated under
the laws of Luxembourg on October 7, 2009, having its registered office at 9, rue Gabriel Lippmann, L-5365
Münsbach, registered with the Luxembourg Register of Commerce and Companies under number B148403, and is an
indirect subsidiary of CSN. The Issuer's activities will be limited by the terms of the Indenture. See "Description of
the Notes--Covenants--Negative Covenants." The Issuer has a share capital of 1,000,000 divided into 1,000,000
shares of par value 1.00 each, all of which have been issued, fully paid-up and are held by CSN Steel S.à.r.l., a
direct subsidiary of the Guarantor.
The Guarantor
General
We are one of the largest fully integrated steel producers in Brazil and Latin America in terms of crude steel
production. Our current annual crude steel capacity and rolled product capacity is 5.6 million and 5.1 million tons,
respectively. In 2011, production of crude steel and rolled steel products amounted to 4.9 million tons and 4.7
million tons respectively, both stable when compared to 2010. We also operate in the mining, cement, logistics and
energy businesses, which have become increasingly important to our operations and growth.
Steel
Our fully integrated manufacturing facilities produce 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. In 2010, we accounted for approximately 46% of the coated steel products market in Brazil.
We are also one of the world's leading producers of tin mill products for packaging containers, and were responsible
for approximately 100% of the market share in Brazil in 2010. Market share information for 2011 was not yet
available as of the date of this annual report.
Our production process is based on the integrated steelworks concept. Below is a brief summary of the steel
making process at our Presidente Vargas Steelworks:
Iron ore produced from our own mines is processed in continuous sintering machines to produce sinter;
Sinter and lump ore direct charges are smelted with lump coke and injected powdered coal in blast furnaces
to produce pig iron;
Pig iron is then refined into steel via basic oxygen converters;
Steel is continuously cast in slabs; and
Slabs are then hot rolled, producing hot bands that are coiled and sent to finishing facilities.
We currently obtain all of our iron ore, limestone and dolomite requirements, and a portion of our tin
requirements from our own mines. Using imported coal, we produce approximately 75% 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,
electricity, rail and road transportation, and port facilities.
Mining
We own a number of high quality iron ore mines, all located within Brazil's Iron Ore Quadrangle (Quadrilátero
Ferrífero), in the state of Minas Gerais, including the Casa de Pedra mine, located in Congonhas, and Namisa
Nacional Minérios S.A. mines (Fernandinho, located in Itabirito and Engenho, also located in Congonhas). Our
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