NATIONAL STEEL CO [SID] Filings

20-F 1 sidform20f_2021.htm FORM 20-F

As filed with the Securities and Exchange Commission on May 17, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 20-F

________________________________________________

☐	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, 2021
	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)

Marcelo Cunha Ribeiro, Chief Financial and Investor Relations Officer
Phone: +55 11 3049-7454 Fax: +55 11 3049-7212

marcelo.ribeiro@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, 2021:

1,387,524,047 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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

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

TABLE OF CONTENTS

INTRODUCTION	1
FORWARD-LOOKING STATEMENTS	1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	2
PART I	3
Item 1. Identity of Directors, Senior Management and Advisors	3
Item 2. Offer Statistics and Expected Timetable	3
Item 3. Key Information	3
3A. [Reserved]	3
3B. Capitalization and Indebtedness	3
3C. Reasons for the Offer and Use of Proceeds	3
3D. Risk Factors	3
Item 4. Information on the Company	17
4A. History and Development of the Company	17
4B. Business Overview	20
4C. Organizational Structure	66
4D. Property, Plant and Equipment	66
4E. Unresolved Staff Comments	69
Item 5. Operating and Financial Review and Prospects	69
5A. Operating Results	69
5B. Liquidity and Capital Resources	87
5C. Research and Development and Innovation	93
5D. Trend Information	94
5E. Critical Accounting Estimates	94
Item 6. Directors, Senior Management and Employees	94
6A. Directors and Senior Management	94
6B. Compensation	98
6C. Board Practices	98
6D. Employees	100
6E. Share Ownership	100
Item 7. Major Shareholders and Related Party Transactions	100
7A. Major Shareholders	100
7B. Related Party Transactions	101
7C. Interests of Experts and Counsel	101
Item 8. Financial Information	101
8A. Consolidated Statements and Other Financial Information	101
8B. Significant Changes	111
Item 9. The Offer and Listing	111
9A. Offer and Listing Details	111
9B. Plan of Distribution	111
9C. Regulation of Securities Markets	111
9D. Selling Shareholders	113
9E. Dilution	113
9F. Expenses of the Issue	113
Item 10. Additional Information	113
10A. Share Capital	113
10B. Memorandum and Articles of Association	113
10C. Material Contracts	116
10D. Exchange Controls	116
10E. Taxation	117
10G. Statement by Experts	125
10H. Documents on Display	125
10I. Subsidiary Information	125
Item 11. Quantitative and Qualitative Disclosures About Market Risk	125
Item 12. Description of Securities Other Than Equity Securities	129

Table of Contents

Item 13. Defaults, Dividend Arrearages and Delinquencies	130
Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds	130
Item 15. Controls and Procedures	130
Item 16. Reserved	131
16A. Audit Committee Financial Expert	131
16B. Code of Ethics	131
16C. Principal Accountant Fees and Services	131
16D. Exemptions from the Listing Standards for Audit Committees	132
16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	132
16F. Change in Registrant’s Certifying Accountant	132
16G. Corporate Governance	132
16H. Mine Safety Disclosure	134
Item 17. Financial Statements	134
Item 18. Financial Statements	134
Item 19. Exhibits	134

Table of Contents

INTRODUCTION

Unless otherwise specified, all references in this annual report to:

“we,” “us,” “our” or “CSN” are to Companhia Siderúrgica Nacional and its consolidated subsidiaries;

“Brazil” are to the Federative Republic of Brazil;