Reference Form

REFERENCE FORM
Base date: 12/31/2013

According to Annex 24 of CVM1 Ruling No. 480, of December 7, 2009
Usinas Siderrgicas de Minas Gerais S.A. - USIMINAS

Publicly-traded Company
CNPJ/MF2 No. 60.894.730/0001-05
NIRE3 313.000.1360-0
1
2
3
Brazilian Securities and Exchange Commission (CVM)

Brazilian IRS Registry of Legal Entities
Number of Enrollment with Commercial Registry
Usiminas Headquarters
Rua Prof. Jos Vieira de Mendona, 3011
Engenho Nogueira
31310-260 Belo Horizonte, MG
Phone 55 31 3499-8000
Fax 55 31 3499-8899
www.usiminas.com
REFERENCE FORM
Base date: 12/31/2013
According to Annex 24 of CVM4 Ruling No. 480, of December 7, 2009

Publicly-traded Company
CNPJ/MF5 No. 60.894.730/0001-05
NIRE6 313.000.1360-0
4
5
6
Brazilian Securities and Exchange Commission (CVM)

Brazilian IRS Registry of Legal Entities
Number of Enrollment with Commercial Registry
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Contents
1. Identification of the parties in charge of the contents of the form .............. 5
2. Auditors .............................................................................................................. 6
3. Selected financial information ........................................................................ 8
4. Risk factors ....................................................................................................... 15
5. Market risks ...................................................................................................... 49
6. History of issuer ................................................................................................ 54
7. Activities of issuer............................................................................................ 63
8. Economic group ............................................................................................. 99
9. Relevant assets ............................................................................................. 103
10. Officers comments ..................................................................................... 115
11. Projections .................................................................................................... 157
12. General meeting and management ......................................................... 157
13. Compensation of management ................................................................ 205
14. Human resources ......................................................................................... 232
15. Control .......................................................................................................... 240
16. Transactions with related parties ................................................................ 250
17. Capital .......................................................................................................... 268
18. Securities....................................................................................................... 270
19. Plans of repurchase and treasury securities ............................................. 293
20. Security trading Policy ................................................................................. 297
21. Security disclosure Policy............................................................................ 299
22. Extraordinary business ................................................................................. 302
3
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
REFERENCE FORM
Base date: 12/31/2013
According to Annex 24 of CVM Ruling No. 480, of December 7, 2009

Public-traded Company
CNPJ/MF No. 60.894.730/0001-05
NIRE 313.000.1360-0
Identification
Usinas Siderrgicas de Minas Gerais S.A. Usiminas, a joint

stock company registered with the Brazilian IRS Registry of
Legal Entities under No. 60.894.730/0001-05, with its acts of
incorporation registered with the Registry of Commerce of the
State of Minas Gerais under NIRE No. 313.000.1360-0.
Principal Place of Business
Rua Prof. Jos Vieira de Mendona, 3,011, City of Belo

Horizonte, State of Minas Gerais.
Investor Relations Officer
Mr. Ronald Seckelmann, with principal place of business at

the Companys headquarters, in the City Belo Horizonte, State
of Minas Gerais. The telephone number of the Investor
Relations Department is +55 (31) 3499-8856, the fax number
is
+55
(31)
3499-9357,
and
the
e-mail
is
investidores@usiminas.com
Independent Auditors
Ernst & Young Auditores Independentes
Underwriting Bank
Bradesco S/A Corretora de Ttulos e Valores Mobilirios

(Underwriting agent).
Securities Issued
Common and preferred shares, American Depositary Receipts

(ADR) / American Depositary Shares (ADS), Eurobonds and
debentures.
Newspapers in Which the

Company Discloses its
information
The information related to the Company is published in the

Official Gazette of the State of Minas Gerais, Estado de Minas
and Valor Econmico.
Internet Website
www.usiminas.com. The information on the Companys website is

not an integral part of this Reference Form and should not be
included in it for reference purposes either.
Service to Shareholders
The Companys shareholders are serviced by the Investor

Relations Department, which is placed at the Companys
headquarters. The Companys telephone and fax numbers and
the e-mail are +55 (31) 3499-8772, +55 (31) 3499-9357 and
cristina.drumond@usiminas.com, respectively.
The shareholders are also serviced by the Shareholders
Department of the Underwriting Agent at +55 (11) 3684-9413,
+55 (11) 3684-2811 and 4010.acecustodia@bradesco.com.br,
respectively.
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1. Identification of the parties in charge of the contents of the form
www.usiminas.com
1.1. Chairman and Investor Relations Officers Declaration
We declare that we have reviewed the Reference Form, that all information presented in this form
complies with the provisions set forth in CVM Ruling No. 480, especially Articles 14 to 19, and that
the set of information contained in it is a true, accurate, and complete description of the economic
and financial standing of Usinas Siderrgicas de Minas Gerais S.A. Usiminas, as well as the risks
inherent to its activities and the securities it issues.
Rmel Erwin de Souza
Ronald Seckelmann
Chief Executive Officer
Deputy Chief Financial Officer and

Investor Relations Officer
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
2. Auditors
2.1/2 In relation to the independent auditors
For the current year and the year ended December 31, 2013:
National auditor CVM code: 471-5
Rendering of services started on:

4/1/2013
Corporate name: Ernst & Young Auditores

Independentes
Rendering of services ended on:
CPF/CNPJ: 61.366.936/0014-40
Description of the contracted services:
External audit of the Companys Balance Sheet and the corresponding Income Statements, of the
Statements of Changes in Equity, Cash Flows, as well as the Consolidated Financial Statements, and
limited review of the Quarterly Information (ITR), prepared in accordance with the accounting practices
adopted in Brazil.
Reviews of the calculation basis of the Corporate Income Tax (IRPJ) and the Social Contribution Tax on
Net Profit (CSLL), the Contribution on Gross Revenues to the Social Integration Program (PIS), and the
Contribution on Gross Revenues for the Social Security Funding (COFINS) of the Company and its
subsidiaries.
Independent auditors total compensation separated per service:
The independent auditors compensation in the last fiscal year for Usiminas companies was R$7 1,910
thousand, for the auditing service fees.
Accounting and tax services related to the application of accounting and tax rules amounted to R$ 512
thousand.
Rationale for replacement:
The Company has approved the appointment of Ernst & Young as its new Independent Auditor as of the
second quarter of 2013. Such change is due to the rotation of auditors provided for in CVM Ruling No.
509/11.
Reason given by the auditor in case of disagreement with the issuers rationale:
None.
Technical officers name:
CPF:
Rogrio Xavier Magalhes
028.398.986-67
Performance started
on:
4/1/2013
Address:
Rua Antnio de Albuquerque, 156, 11o andar, Savassi Zip Code: 30112-010 Belo Horizonte Minas
Gerais
Phone (31) 3232-2113 - Fax (31) 3232-2106 - Email: rogerio.magalhaes@br.ey.com
Brazilian currency
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
For fiscal years ended December 31, 2011 and December 31, 2012:
National auditor CVM code : 287-9
Rendering of services started on: 4/1/2008
Corporate Name: PricewaterhouseCoopers Auditores

Independentes
Rendering of services ended on: 3/31/2013
CPF/CNPJ: 61.562.112/0001-20
Description of the contracted service:
Examination and external audit of the Companys Balance Sheet and the corresponding Income
Statements, of the Statements of Changes in Equity, Cash Flows, as well as the Consolidated Financial
Statements, and limited review of the Quarterly Information (ITR), prepared in accordance with the
accounting practices adopted in Brazil.
Reviews of the calculation basis of the Corporate Income Tax (IRPJ) and the Social Contribution Tax on
Net Profit (CSLL), the Contribution to the Social Integration Program (PIS), and the Contribution for
Social Security (COFINS) of the Company and its subsidiaries.
Accounting and tax assistance related to the application of accounting and tax rules, contracted in the
year of 2012 and 2011.
Rationale for replacement:
The Company did not replace auditors during the years of 2012 and 2011.
Reason given by the auditor in case of disagreement with the issuers rationale:
None.
Technical officers name:
CPF:
Performance:
Carlos Augusto da Silva
507.225.816-53
4/1/2008 to 3/31/2013
Address:
Rua dos Inconfidentes, 1190 9o andar - Savassi
ZIP BOX: 30140-120 Belo Horizonte MG
Phone (31) 3269-1507 - Fax (31) 3269-6950 - Email: carlos_augusto.silva@br.pwc.com
2.3. Further information that the Company may deem significant

All significant information relevant to this topic was disclosed in the items above.
Engenho Nogueira
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3. Selected financial information
3.1. Based on the financial statements or, when the issuer is bound to disclose
consolidated financial information, based on the consolidated financial statements,
prepare table informing:
Values in thousand reais, unless as otherwise stated
Consolidated
12/31/2013
12/31/2012
12/31/2011
a) Shareholders' equity
18,833,945
18,513,073
19,014,205
b) Total assets
31,357,994
32,773,820
33,353,052
c) Net revenue
12,829,467
12,710,881
11,901,959
1,475,803
481,184
1,294,168
16,791
(598,281)
404,133
987,501,824
987,199,180
987,199,180
g) Asset value of share
R$ 19.07
R$ 18.75
R$ 19.26
h) Net result per share
R$ (0.14)
R$ (0.72)
R$ 0.41
d) Gross results
e) Net results
d) Number of shares, ex-treasury
i) Other accounting information selected by Company

Since January 2013, the joint subsidiary companies Unigal Ltda., Usiroll, and Fasal Trading
Brasil are no longer consolidated in the Companys financial statements, according to CVM
Resolution No. 694/2012 (CPC8 19 R2). Thus, its subsidiary Minerao Usiminas discontinued
the consolidation of its joint subsidiary Modal.
From this date on, equity holding in such companies has been accounted for under the equity
method.
Financial statements for the year 2012 were restated and the effects of changes are presented
in item 10.4 of this Reference Form.
Committee of Accounting Pronouncements
Engenho Nogueira
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3.2. In case the issuer has disclosed, in the course of the last fiscal year, or intends
to disclose through this form non-accounting measurements, such as EBITDA
(earnings before interest, taxes, depreciation, and amortization) or EBIT (earnings
before interest and income tax), the issuer must:
a) Amount of non-accounting measurements; and b) reconciliation of the amounts disclosed

and those of the audited financial statements.
Statement of the EBITDA
Values in thousand reais, unless as otherwise
stated
Net profit
Income tax and social contribution
Net financial result
Depreciation, amortization and depletion
EBITDA - CVM Ruling No. 527
12/31/2013
12/31/2012
16,791
(598,281)
(211,120)
(200,450)
895,209
491,144
1,072,433
965,110
1,773,313
657,523
(181,201)
(165,638)
214,314
204,703
1,806,426
696,588
Net result of discontinued operations

Result of equity equivalence
EBITDA of jointly controlled companies (i)
Adjusted EBITDA
(i) Excluded from consolidation, according to the application of CPC 18 (R2).
c) Explanations on the reasons the Company believes that such measurement is more
appropriate for a better comprehension of its financial standing and the results of its
transactions.
EBITDA represents operating cash flow of the company, that is, how much the company
generates funds only through its operating activities, without taking into account the financial
and tax effects. Management uses this indicator to analyze the productivity and efficiency of
the Company.
Adjusted EBITDA is calculated from the years net income (loss), reversing profit (loss) of
discontinuedoperations , income tax and social contribution, financial result , depreciation,
amortization and depletion, and equity in the results of subsidiary, joint subsidiary and
affiliates.
Beginning 2013, as a result of the application of CPC 19 (R2) joint business, Adjusted
EBITDA takes into consideration the proportional equity in the results of the joint subsidiary
companies, thus causing it to be compared with the amounts published in the year of 2012.
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
3.3. Identify and comment on any event subsequent to the last consolidated financial
statements of year-end closing significantly changing them:
None.
3.4. Describe the allocation policy of income for the last three fiscal years, indicating:
a) Rules on retained profits

Pursuant to the Companys articles of incorporation, CHAPTER VI, Article 24, Paragraph 4:
The Board of Directors may propose, and then the Meeting will deliberate , to deduct from the
years net income, after establishing the legal reserve, a portion at an amount not exceeding
50% to establish a Reserve for Investments and Working Capital, which will stand for the
following principles: a) its constitution will not affect the shareholders right to receive the
payment from the mandatory dividend set forth in Paragraph 5, Article 24, of the articles of
incorportion; b) its balance may not exceed 95% of the capital; c) the reserve aims to ensure
investments in permanent assets, or appreciation in working capital, including through
amortization of the Companys debts, regardless of retained profits related to capital budget,
and its balance may be used: i) to absorb losses, whenever it is necessary; ii) to distribute
dividends at any time; iii) in the transactions involving redemption, refund or share purchase,
authorized by law; iv) in the incorporation into share capital, including bonusshares.
The legal reserve is established at 5% ofnet income for each year until it reaches 20% of
capital.
As soon as the allocations mentioned in paragraphs 3, 4, and 5 of Article 24 of the articles of
incorporation, with reference to the Legal Reserve, Reserve for Investments and Working
Capital and Dividends, respectively, are complied with, the General Meeting may decide to
retain portion of net income for the year established in capital budget, previously approved,
according to the provisions of Article 196 of Law No. 6404/1976, with the remaining part being
distributed to shareholders as complementary dividend.
b) Dividend distribution rules

The shareholders are granted a minimum dividend of 25%of the parent companys net income
for the year, calculated in agreement with the provisions of the corporation law and adjusted
as follows: i) the increase of the following amounts:- resulting from the reversal, in theperiod ,
from former reserves for contingencies; - resulting from profit-taking, in the year, previously
transferred to the reserve of unrealized profits; ii) the decrease of the amounts allocated, in
the year, to establish the legal reserve, reserves for contingencies and reserve of unrealized
profits. The amount so calculated may, at the discretion of the General Meeting or the Board of
Directors, as the case may be, be paid on the account of the profit used as calculation basis or
reserves of preexisting profits. Owners of preferred stock receive dividends 10 % higher than
the ones allocated to common stock. The establishment of reserves may not affect the
shareholders right to receive payment from the mandatory dividend of 25% of net income for
the year.
The amount of paid or credited interest, for interest on equity purposes, according to the
provisions of Article 13, letter x, of the articles of incorporation, may be imput to the amount
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of dividends to be distributed by the Company, starting to integrate them for all legal
purposes.
c) Dividend distribution frequency

The Company distributes dividends on an annual basis. The Companys Board of Directors may
also decide to distribute dividends on account of profit determined
with basis on the
semiannual balance or through smaller periods raised by the Company.
d) Occasional restrictions to the distribution of dividends imposed by Law or special regulation

applicable to the issuer, as well as contracts, judicial, administrative or arbitration awards
The Brazilian Corporation Law allows the Company to suspend the mandatory dividend
distribution if the Board of Directors informs in the General Meeting that it is incompatible with
its financial standing. The Supervisory Board must give its opinion concerning the
recommendation made by the Board of Directors. Besides, the Board of Directors must submit
the rationale for the suspension to CVM within five days as of the date the General Meeting
was held. Profits not distributed, due to the suspension described above, will be allocated to a
special reserve and, in case they are not absorbed by subsequent losses, they must be paid,
as dividends, as soon as the Companys financial standing so allows. There has been no
change in the rules on restrictions to the distribution of dividends in the last three fiscal years.
Some of the loan and financing contracts entered into by the Company (including, but not
limited to, 6th issue debenture described in item 18.5. of the Reference Form) establish that, in
case of failure to perform its duties, the Company is bound to restrict the payment of dividends
at the minimum mandatory extent, which corresponds to 25% of the adjusted net income. The
Company currently understands that it does comply with all contracts providing for such
restriction.
There is no restriction on the distribution of dividends imposed by judicial, administrative and
arbitration awards involving the Company.
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3.5. Indicate on the table for each of the last three fiscal years:
(In thousands of reais)
Fiscal Year
12/31/2013
Fiscal Year
12/31/2012
Fiscal Year 12/31/2011
Adjusted net income
221,424
Dividends paid in relation to

the adjusted net incomet
36.84%
Rate of return in relation to

the shareholders' equity of
the issuer
0.43%
Total dividends distributed
81,577
Retained net income
151,500
Date of approval of the

retention
4/25/2012
Amount
Payment
of
Dividends
Amount
Payment
of
Dividends
Amount
Payment
of
Dividends
Common
39,600
4/26/2012
Common
Class A Preferred
41,970
4/26/2012
Class A Preferred
Class B Preferred
4/26/2012
Class B Preferred
Interest on equity
Mandatory Dividend
Common
Common
Class A Preferred
Class A Preferred
Class B Preferred
Class B Preferred
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3.6 Inform if, in the last three fiscal years, dividends were declared on account of
withheld profits or reserves established in previoius fiscal years
Dividends declarations of withheld profits or reserves
There was no declaration of dividends in the last three fiscal years on account of withheld
profits or reserves established in previous fiscal years.
3.7 Describe on the table the issuers indebtedness ratio: (a) total amount of debt, of
any nature; (b) indebtedness ratio (current liabilities plus non-current liabilities,
divided by net equity)
In thousands of reais, except as stated otherwise
Consolidated Current and Non-Current Liabilities

Account Description
12/31/2013
12/31/2012
12/31/2011
5,087,491
5,401,055
4,106,980
1,288,645
1,400,823
838,501
Debentures
41,525
257,664
274,419
Taxes Payable in Installments
25,770
32,103
58,104
2,422,024
2,280,432
1,452,480
386,127
477,262
618,280
1,122
26,635
69,704
Acquisition of Minerao Ouro Negro S.A.
213,607
178,249
156,193
Others
708,671
747,887
639,299
7,436,558
8,859,692
10,231,867
4,512,891
6,339,267
7,228,560
997,920
250,000
1,230,316
1,396,812
1,277,473
36,083
41,483
33,017
583,267
525,636
458,401
178,249
312,385
76,081
378,245
672,031
Total Current Liabilities + Non-Current

Liabilities
12,524,049
14,260,747
14,338,847
Shareholders' equity
18,883,945
18,513,073
19,014,205
0.66
0.77
0.75
Current liabilities
Loans and Financings
Suppliers
Taxes, Fees and Contributions
Dividends Payable
Non-current liabilities
Loans and Financings
Debentures
Post-employment Benefits
Provisions
Acquisition of Minerao Ouro Negro S.A.
Others
Indebtedness Ratio (Current + Non-current

Liabilities / Shareholders' Equity)
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c) If the Company so wishes, another indebtedness ratio, indicating:
i)
Method used to calculate the ratio
Debt compared to EBITDA

Loans and Financing by index - Consolidated
In thousands of reais, except as stated otherwise
12/31/2013
12/31/2012
12/31/2011
TOTAL
TOTAL
TOTAL
4,537,975
4,417,559
4,605,159
836,348
959,700
1,120,181
1,039,445
257,664
524,419
61,853
73,586
91,121
2,600,329
3,126,609
2,869,438
Foreign Currency (*)
2,364,859
3,653,781
4,077,442
TOTAL INDEBTEDNESS
6,902,834
8,071,340
8,682,601
Cash and investments
(3,468,816)
(4,660,876)
(5,131,805)
NET INDEBTEDNESS
3,434,018
3,410,464
3,550,796
EBITDA
1,806,426
696,588
1,290,228
1.9x
4.9x
2.8x
Local Currency
Long-term interest rate (TJLP)
Debentures
Others
(Net Indebtedness / EBITDA)

ratio
(*) in 2013, 2012 and 2011, 99% of all foreign currencies are stated in US$
ii) Reason why the Company believes that such ratio is appropriate for the correct
comprehension of its financial standing and indebtedness ratio
EBITDA is used by the Company management as a measure of operational performance.
Therefore, the Company believes that the debt compared with EBITDA method is an
appropriate ratio, since it allows one to measure the companys ability to meet its
commitments in relation to its operational cash flow generation.
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3.8. Amount of the Companys obligations according to the expiry dates, segregated
by debts with security interest, floating charge, and unsecured debts
The Company has no debt secured by third party guaranties.
Consolidated Position at 12/31/2013
Amounts in thousands of reais
Less than a
year
One to three
years
Three to five
years
368,610
651,235
477,477
6,964
1,504,286
Unsecured debts
4,718,881
1,960,535
1,755,007
2,585,340
11,019,763
TOTAL
5,087,491
2,611,770
2,232,484
2,592,304
12,524,049
Security interest
Floating guarantee
More than
five years
Total
3.9. Provide other information as the issuer may deem significant

In addition to the information provided above, the Company believes that there is no additional
significant information to be provided in this item 3 of the Reference Form.
4. Risk factors
4.1. Describe risk factors that may have an influence on the investment decision,
especially those related to:
a) The issuer
The Companys operating results may be affected in case of reduced demand and/or steel
price, whether in Brazil or abroad.
Steel demand is cyclical both in Brazil and abroad and a reduction in steel demand may
negatively affect the Company.
Therefore, the companies operating results of the steel industry and the Company may be
affected by the macroeconomic fluctuations of the global markets and the domestic economies
of steel-consuming countries, as well as by changes in the business environment of the sectors
of automobile and car spare parts, household appliances, electric equipment, industrial
construction, among others.
In the last years, China has been the main supporter for the increased demand for steel
products in the world. In 2006, China had become the worlds major steel manufacturer and
also the main net exporter of steel products. Besides, there is a global situation of steel offer
adversely affecting the prices of the steel products and the results of the companies in the
industry. More recent estimates of the Organization for Economic Co-operation and
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Development (OECD) indicate around 540 million tons in exceeding capacity of worldwide steel
production.
Generally speaking, any significant reduction in demand and/or increase in steel offer both in
domestic and export markets (including China) may produce an adverse effect for the
Company. It is worth mentioning, for the purposes of this chapter, that an adverse effect
related to a given risk factor may affect or will affect the Companies and/or its subsidiaries
activities, financial standing, operating results, perspectives, business, and/or the stock trading
prices that they may issue.
The Company faces tough competition as for prices and other products, which may negatively
affect its profitability and market share.
The worldwide steel industry has been affected by the global exceeding production capacity
and weakened steel demand in the advanced economies. Given the high costs provisioned for
the operation startup, the system for a continuous operation of a steelworks plant may cause
the steelworks operators to keep high levels of production, even during periods of low demand,
which results in greater pressure over the sectors profit margin. The pressure for decreasing
steel prices by the Companys competitors may affect its profitability. Furthermore, continuous
scientific advances in the material originated products such as plastic, aluminum, pottery, and
glass, all of them steel competitors in a number of industries.
Accidents or failures in critical equipment of the Ipatinga and Cubato plants may lead to
decline or stoppage of production, which may reduce the Companys operating revenues.
Insurances taken out by the Company might not be enough to cover losses due to such decline
and stoppage.
Taking into account the Companys maintenance efforts and investments, the steel production
process depends on crucial equipment, such as blast furnace , converters and rolling mills.
Such equipment may be affected by severe defects or damages capable of generating
significant interruptions in the production process at the Ipatinga or Cubato plant, which in its
turn may reduce the Companys production volumes and, subsequently, its operating revenue.
Insurance policies taken out by the Company to cover losses due to operating risks, covering
material damages to the facilities (including machinery breakdown and port blockage) and
disrupted operations, may not be enough to cover the entirety of liabilities that may rise in
case of decline or stoppage of the production of the Ipatinga and Cubato plants, including
those related to the non-fulfillment of customers orders within the scheduled date because of
such events.
The Company has insurance covering Loss of Profits as of 21st day from the loss of profits due
to damage.
In addition, in case the Company is not able to take out insurance policies under terms
comparable to the current ones in the future, its operating and financial results may be
adversely affected if it incurs liabilities not totally covered by its insurance policies.
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The Company is subject to risks related to legal, arbitratrion and administrative claims.
The Company is a party to a number of legal, arbitration and administrative claims, including
those involving tax collections, labor disputes, as well as civil actions and public class actions,
some of them hard to measure. At December 31, 2013, the total provisioning by the Company
concerning such claims amounted to R$ 507 million and the amount judicially deposited was
R$ 183 million.
No one is able to estimate the outcome of such claims. In case an essential part of such
claims, or one or more claims of significant amount, is ruled against the Companys interests
and no provision of similar amount exists, the Companys results may be adversely affected.
Additionally, if that is the case, even if a sufficient provision has been established, the
Companys liquidity may be adversely affected. For more information, please refer to items 4.3
to 4.8 of this Reference Form.
The Company may face difficulties to implement its investment projects, which may affect its
growth.
The Company has been investing and intends to keep investing to enhance its mix of products
and efficiency, to increase its production capacity and productivity, to guarantee the
operational continuity and the compliance with safety, health, and environment requirements.
While implementing its investment projects, the Company may face various impediments,
among which:
failures and/or delays to acquire equipment or services required for building and
operation of the projects;
increase of costs firstly estimated for running the projects;
difficulties to obtain environmental licenses required for the development of the

projects; and
changes in the market conditions capable of making the investment projects less
profitable than firstly estimated by the Company.
In case the Company cannot manage such risks successfully, its growth potential and
profitability may be adversely affected.
Floating in the FX rate of real

against the dollar may affect the Companys financial
performance and the operating results.
The exchange variation, especially that of real in relation to U.S. dollar, may have a significant
impact on the Company.
The Company may not guarantee it will manage to substantially protect any and all of its
duties designated in U.S. dollar in the future. The floating of real in relation to the U.S. dollar
may impact the Companys financial expenses, operating costs, and net export revenues,
which may cause an adverse event over its operating and financial results. For more
information, please refer to item 5.1. of this Reference Form.
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Increase in local and foreign interest rates may have a negative impact on the Companys
incomes.
A substantial part of the Companys indebtedness is pegged to floating interest rates.
Therefore, increase in local and/or foreign interest rates, especially SELIC9, TJLP10 and LIBOR,
may have a negative impact on the Companys results. For more information, please refer to
5.1. of this Reference Form.
Due to its business and investment plan, maybe the Company is not able to fully or
successfully implementing future acquisitions, partnerships, or alliances it may set up in the
future, and may incur additional costs to finance such projects.
The Company may be incapable of identifying potential acquisitions, alliances or partnerships
that fit into its strategy and/or acquiring them within a satisfactory period, taking into account
its cost and return. The integration of any transaction also involves risks, among which we
may point out:
- loss of consumers or key employees;
- difficulty of personal integration, consolidation of environments and infrastructure,
consistency of information and other systems, as well as coordination of its logistic
structure;
- failure in maintaining quality of its products and services;
- unaccrued costs;
- difficulty in the internal control of several accounts; and
- deflection of
subsidiaries.
the daily business focus by the Management of the Company and its
Even in case the Company manages to successfully integrate the future operations of
acquisition, alliance or partnerships, they might not reach the expected objectives.
Failure in the integration or scope of the benefits of an acquisition, alliance or partnership may
adversely impact the Companys revenues and operating results. Any integration process must
demand an important research time and, even so, maybe it is incapable of successfully
functioning. The Company might need to include its expenses additional resources for possible
acquisitions, alliances or partnerships. A significant increase of the Companys debts may have
significant consequences on its decision making.
An occasional energy crisis may reduce the energy supply with possible energy rationing and
decreased economical activity.
Most of the Brazilian electric power mix, according to the Brazilian Electricity Regulatory
Agency (ANEEL) consists mostly of hydroelectric generation, and the rest mainly of thermal
origin.
Restrictions of electricity consumption or its rise in price imposed by the Government may
have an adverse impact on the Brazilian economy, reducing the level of economic activity and
9
Special Clearance and Custody System

Long-Term Interest Tax
10
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subsequently the steel demand and negatively affecting the Companys operations, results,
and financial standing.
Furthermore, the Company is not self-sufficient in energy production and, since its production
process takes a huge volume of energy, occasional restrictions to electricity consumption may
affect its economic activity and the rise in price may negatively affect its financial standing.
Reduction and revocation of the steel import duty

The current import duties on steel stand between 10% and 14% depending on the steel
product marketed. The Brazilian government can change the rates mentioned, for example, for
reasons of trade imbalance derived from changes in domestic or international economic
conditions. Reduction in rates of import of steel products can raise the levels of imports
affecting the Company's results.
b) To its holding company, direct or indirect, or holding group

the Companys controlling shareholders interests may be in conflict with the other Companys
shareholders interests.
The Companys controlling shareholders are empowered to, among other activities, elect the
majority of the Board of Directors members and resolve the matters requiring the
shareholders approval, under the terms and limits of the articles of incorporation and the
applicable law. The practice of the power to control, as described above, may be different from
the Companys minority shareholders.
c) To its shareholders
The Brazilian Antitrust Authorities (Conselho Administrativo de Defesa Econmica CADE), in
session held on April 9th, 2014, tried the case regarding the acquisition of minority equity
interest in its capital by Companhia Siderrgica Nacional CSN and its related companies
(CSN Group) (Merger n 08012.009198/2011-21),concluded, unanimously, on the necessity
of imposing restrictions to the Merger. The CSN Group has executed a Term of Commitment
Performance (Termo de Compromisso de Desempenho TCD) with CADE agreeing to dispose
part of their equity held in Usiminas.
The Company informs that it has had access only to the public version of the decision and thus
unaware of any information related to the volume, conditions and terms of divestment of
shares of Usiminas held by CSN.
Take effect until the sale of the percentage of shares determined by CADE and throughout the
period in which the CSN Group is a shareholder of Usiminas, political rights derived from
shares Usiminas held by CSN shall remain suspended. According to the decision, the CSN
Group is prohibited to directly or indirectly appoint any members of the Board of Directors,
Supervisory Board or any other Usiminas management and supervision bodies, among other
restrictions.
During the period of enforcement of the CADE decision, the lease of the CSN Groups shares to
third parties will be allowed, provided that it is carried out through the stock exchange, with
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multiple lenders, impersonally and within the terms and limits of the transactions regulated by
BM&FBovespa. Contracts executed outside the stock exchange and beyond those limits, such
as private contracts, are prohibited. The determination intends to dismiss the possibility of
directing to one or more shareholders to, individually or jointly, use the political rights related
to the shares held by the CSN Group.
d) To its subsidiaries and affiliates

The Companys Subsidiaries are subject to risks related to legal, arbitration and administrative
claims.
The Companys Subsidiaries are party to a number of legal, arbitration and administrative
claims, which may include claims discussing tax collection, labor disputes, as well as civil
actions and public class actions, among others.
The outcome of these claims cannot be estimated. In case a substantial part of such claims, or
one or more claims of significant amount, is ruled against the Subsidiaries interests and no
provision of similar amount exists, the Subsidiaries results may be adversely affected.
Furthermore, if that is the case, even if there is sufficient provision, the Subsidiaries liquidity
may be adversely affected. For more information, please refer to items 4.3 to 4.8 of this
Reference Form.
e) To its suppliers
The Companys exposure to the volatile costs of raw materials, especially the costs of charcoal
and iron ore, may adversely affect its profitability.
The main raw materials used in the iron production consist of charcoal and iron ore. Usiminas
keep long-term contracts with strategic charcoal suppliers to supply part of its supply chain.
Such suppliers are evaluated for global contract and financial performance and for delivery
flexibility. In case of charcoal, since it is an imported raw material, buffer stocks are kept to
reduce the risk of destocking due to occasional logistic problems. Charcoal price is traded on a
monthly, quarterly, or semiannually basis with the suppliers. In case of rise in the charcoal
price in reais due to exchange variation, the import cost of charcoal may increase the
Companys general production cost, thus resulting in decrease in its profitability.
Iron ore supply for Usiminas is priced based on the monthly mean of the spot prices of ore
traded in China, maritime and railroad transport cost and port handling apart, in addition to
movement, converted into reais at the exchange rate of the previous month plus freight costs.
The Company may be adversely affected in case of rise in iron ore price in the international
market and exchange rate increase (R$/US$), if it cannot manage to transfer the costs to its
products.
In 2013, the costs of raw materials accounted for around 52% of the Companys consolidated
production costs. In 2012, such costs were around 41% and, in 2011, such amount was 37%.
Rise in the raw material price may occur in the future, which will lead to reduction in the
Companys profitability, since not always the Company manages to transfer costs to its
products.
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Nowadays, the Ipatinga and Cubato plants virtually depend on two electrical energy suppliers,
which serve almost its electrical energy needs.
According to the terms of the electric energy supply contracts, both CEMIG and Santo Antnio
Energia - SAESA must virtually supply all electric energy required for the Ipatinga and
Cubato plants to operate until December 31, 2019. In case such companies fail to supply or
cannot supply all energy required for the activities to be developed in the Company plants, or
in case one of them breaches or terminates the supply contracts, the Usiminas plants may
have to acquire electric energy at higher prices than those traded, which may adversely affect
their results.
Natural gas is used in the Cubato and Ipatinga plants, where the Company has firm supply
contracts with the local concessionaires. Natural gas is an important energetic source for the
Company and, in case of supply shortage, the production may be negatively affected;
however, the Company is capable of applying in equipment other alternate energy resources,
such as gas generated in the very process, fuel oil, or diesel.
f) To its customers
Usiminas has an iron demand concentration in certain industry sectors, and any reduction in
such demand could adversely affect its results
Usiminas has relative concentration if its sales to the domestic market in the Automotive
industry. During the year of 2013, the Automotive Industry (which aggregates the Automobile
and Car Spare Part industries) accounts for 32% of the Companys sales volume.
Changes in the vehicle demand may significantly reduce the Companys sales, thus affecting
its results.
g) To the economy sectors in which the issuer operates

Changes in the Brazilian tax policies and charges to the steel industry may cause an important
adverse effect to the Company.
The Brazilian Federal Government may change in the future its tax policies and the charges to
the steel industry, which may affect the Company. Such changes include alterations in the
rates and in the tax calculation basis and, occasionally, the collection of temporary
contributions related to specific governmental purposes. Some of those measurements may
result in tax increase and, in this case, the Company may be incapable of achieving a
proportional revenue growth, which may cause an important adverse effect.
Also, please refer to the risk factor indicated in item 4.1. a above, entitled The Company
faces tough competition as for prices and other products, which may negatively affect its
profitability and market share.
h) To the regulation of the sectors in which the issuer operates

The Company is subject to a number of increasingly restraining environmental and health
regulations, capable of implying increase of liabilities and capital expenditures.
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The Companys facilities are subject to federal, state, and local human health and
environment-related laws, regulations, and licenses. The Company may be subject to civil
penalties, criminal sanctions, and mandatory injunctions of discontinuance of activities due to
non-compliance with those regulations, which, among other impositions, limit or forbid both
emission and leakage of toxic substances produced as a result of its activities. Current or past
practices to remove debris may render the Company to cleanse or recover its facilities at a
substantial cost, which may result in significant losses.
In light of possible publication of unforeseen new normative rulings or other kinds of events,
the amount of environmental expenses in the future may significantly range compared to
those currently foreseen.
i) To the foreign countries where the issuer operates

Protective regulations may affect the Companys capacity to export its products to significant
markets.
Usiminas regularly exports to countries in South America and North America (Chile, Argentina,
Colombia, Mexico). Protective measures in those countries may affect the Companys exports.
4.2 With respect to each one of the risks described above, if significant, please
comment on occasional expected reduction or increase in the issuers exposure to
such risks
Business risks capable of adversely impacting both operations and results, including changes in
the macroeconomic and sectoral background that may influence the Companys activities, are
constantly monitored. Currently, the Company does not identify any background of increase or
reduction of the risks mentioned in item 4.1 above.
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4.3. Describe the judicial, administrative or arbitration proceedings the issuer and its
subsidiaries are party to, separating them by labor, tax, and civil, among others: (i)
that are not under secrecy, and (ii) that are significant for the issuers and
subsidiaries business:
Instance: ( ) Administrative
Nature: (
) Labor
( X ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
) Others:
Case No.
Ordinary Action No. 132533920004013800
Court
18th Court of the Federal Justice Court Division of MG
Instance
2nd
Filing Date
5/12/2000
Parties to the suit

Plaintiff
Defendant
Others
Values, assets or rights
involved
Usinas Siderrgicas de Minas Gerais S/A

Federal Government
None
R$ 109,939,228.91
Suit filed by Usiminas questioning the non-approval of IRPJ offsetting over the balance of
the inflationary gain, of the amounts paid in 1993 according to Law No. 8200,
subsequently revoked.
06.19.00 Petition for preliminary injunction granted.
Major facts
01.25.02 Decision granting the appeal is published.

03.19.02 Appeal filed by both parties (appeal by Usiminas: only against the
restatement criterion used by the Judge).
10.15.13 Judgment rejecting both appeals.
11.22.13 Amendments of judgment filed by Usiminas.
CURRENT PHASE: PENDING TRIAL.
Chance of loss
( ) probable
) possible
( x ) remote
Analysis of the impact in

Only the value of the matter in controversy, which is not provisioned.
the event of loss
Value provisioned, if
there is provision
None.
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Instance: ( X ) Administrative
Nature: (
) Labor
( ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
Case No.
PTA11 No. 13603000422/2006-31
Court
Administrative Board for Tax Appeals
Instance
2nd
Filing Date
04/12/2006
) Others:
Parties to the suit

Plaintiff
Defendant
Others
involved

Federal Government
None
R$ 92,618,424.23
PETITION FOR HOMOLOGATION OF CSL12 CREDIT ACHIEVEMENT. DISAGREEMENT AS
FOR THE POSSIBLE OFFSETTING IN RELATION TO THE STATUTORY LIMITATION PERIOD.
04.12.06 - Rejection of the notice of tax delinquency filed.
Major facts
10.13.06 Notification of the decision that: 1) put notices of tax delinquency No.
13.603.000421/2006-31 (IRPJ) and 13.603.000422/2006-31 (CSL) together, as well as
of the pronouncement of non-compliance related to suit No. 10.680.016230/2004-74
(IRPJ), for judgment; 2) did not homologate the petition for offsetting; and 3) deemed
the assessment partially valid, determining the reduction of the spot fine from 75% to
50%.
11.13.06 Docket of voluntary appeal by Usiminas.
05.10.13 - Voluntary appeal deemed partially valid.
05.17.13 - Amendments of judgment filed by Usiminas.
Chance of loss
( ) probable
( ) possible
( x ) remote

the event of loss
there is provision
11
12
None.
Administrative Tax Claim

Social Contribution on Net Profit
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Nature: (
) Labor
( x ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
) Others:
Case No.
Court
5th Court of the Federal Justice - Court Division of MG
Instance
1st
Filing Date
06/16/2008
Parties to the suit

Plaintiff
Defendant
Others
Values, assets or
rights involved

Federal Government
None
R$ 93,705,624.85
Suit filed by Usiminas questioning the non-homologation of IRPJ offsetting resulting from
the LALUR review for 1995, with other federal taxes.
06.16.08 Petition for preliminary injunction granted.
11.05.08 Decision granting the Usiminas petition for accounting expert examination.
11.04.09 Examination of the court file for the parties on the expert report published
(favorable to Usiminas).
Major facts
11.09.09 Pronouncement by our technical assistant confirming the conclusions of the

expert report.
12.09.09 The Federal Government required stay of proceedings for 30 days to await
the pronouncement by the Brazilian IRS.
04.08.10 Petition for stay dismissed. An appeal was filed against that decision.
10.24.13 Appeal filed by the Federal Government dismissed.
Chance of loss
Analysis of the
impact in the event
of loss
there is provision
( ) probable
( x ) possible
( ) remote

None.
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Instance: (
Nature: (
) Administrative
) Labor
( x ) Judicial
( x ) Civil
) Tax
) Arbitration
) Environmental
) Others:
Case No.
Public Class Action No. 199750010093625
Court
Federal Regional Court of the 2nd Region
Instance
2nd
Filing Date
11/10/1997
Parties to the proceeding

Plaintiff
Defendant
Others
involved
Public Prosecution Service (MPF)

Gerdau Aominas and ArcelorMittal Comercial
Right to explore the Private Port Terminal of Praia Mole.
The purpose of the suit is to affirm that the contracts legalizing the concession are
null.
11.10.97 Suit distributed.
02.17.98 Preliminary order requested by MPF dismissed, whose purpose was to
take away from the companies the control over the Terminal.
Major facts
11.09.07 Judgment favorable to the companies. Proceeding petitions deemed

totally groundless.
04.08.08 Appeal filed by MPF.
06.25.08 Suit submitted to trial court for judgment of the appeal filed by MPF.
07.03.12 Decision favorable to the companies.
11.12.12 - MPF filed appeal to STJ and STF.
Chance of loss
) probable
( ) possible
( x ) remote

the event of loss
If the suit is deemed to have grounds, Usiminas will lose the right to explore the
Private Port Terminal of Praia Mole.
there is provision
None.
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Instance: (
Nature: (
) Administrative
) Labor
( x ) Judicial
( x ) Civil
) Tax
) Arbitration
) Environmental
) Others:
Case No.
Declaratory Statute No. 02755661920108130313
Court
Court of Justice of Minas Gerais 2nd Civil Court of Ipatinga/MG
Instance
1st
Filing Date
04/07/2008
Parties to the suit

Plaintiff
Defendant
Others
involved
IPS Port Systems LTDA. and IMPSA Port Systems LTDA.

Usiminas Mecnica S/A
None
R$ 326,491,102.81
Civil suit in which the plaintiffs petition for reimbursement and indemnity for
losses allegedly suffered due to presumed non-compliance in the manufacture of
cranes (object matter of the supply contract).
04.07.08 Distribution of the main action to the 17th Civil Court of So Paulo, SP
under No. 538.000.2008.133751-7.
09.09.09 It was pronounced judgment that: a) in the court records of the main
action, accepted the connecting motion to dismiss alleged by Usiminas Mecnica
and ordered the suit to be redistributed to the court of Ipatinga/MG, as there had
already been a proceeding involving the same parties and related to the same
contract in Ipatinga/MG; b) in the court records of the interlocutory injunction,
dismissed the petition for anticipation of the expert examination in Spain.
12.09.10 Petitions were filed insisting that the proceeding related to the foreign
plaintiff should be extinguished due to lack of suitable bond and financial ability
by the Brazilian plaintiff to submit it.
07.14.11 The Plaintiff, Impsa Port Systems, was excluded as a plaintiff to the
suit.
Major facts
10.17.11 The plaintiffs filed an interlocutory appeal to reject the exclusion of

the plaintiff Impsa from the suit.
02.03.12 Return of the letters rogatory from Spain whose object was the
technical examination.
02.23.12 UMSA alleged that the expert evidence produced in Spain was null.
04.19.12 The interlocutory appeal of the Plaintiffs was deemed partially valid
and IMPSA started to make part of the party plaintiff of the action again.
06.11.12 Both parties filed an appeal to the Superior Court.
12.14.12 Decisions of the Vice-Presidency of TJMG13 rejecting the appeals to
the Superior Court were published.
01.09.13 Interlocutory appeals registered with TJMG against the decisions that
did not accept the appeals to the Superior Court. Appeals resubmitted to STJ14.
12.04.13 Decision reactivating the main proceeding published. Parties notified
to submit questions for the examination required by the plaintiffs.
12.09.13 Amendments of judgment opposed by UMSA requiring examination by
the Judge of other motions to dismiss.
CURRENT PHASE: PENDING EXAMINATION.
Chance of loss
Analysis of the impact in the
event of loss
Value provisioned, if there is
provision
13
14
( ) probable
( x ) possible
( ) remote

None.
State Supreme Court

Supreme Court
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Nature: (
) Labor
( x ) Judicial
) Civil
( x ) Tax
www.usiminas.com
) Arbitration
(
) Environment
) Others:
Case No.
Delinquent Tax Collection Procedures No. 00241860420118130313
Court
Court of Justice of Minas Gerais Court of the Public Treasury of the Circuit Court
of Ipatinga/MG
Instance
1st
Filing Date
01/12/2011
Parties to the suit

Plaintiff
Defendant
Municipality of Ipatinga/MG
Unigal Ltda.
Others
None

involved
R$ 89,608,642.55
ISS15 - Missing collection of tax supposedly due for the rendering of galvanization
services (subitem 14.05 of the services list Law No. 2033/2003).
01.12.11 Assignment of the delinquent tax collection procedure.
09.28.11 Unigal offered as attachment industrial equipment for purposes of
security of debt and distribution of Amendments to the delinquent tax collection
procedure.
Major facts
10.26.11 Indication of assets granted and drafting of the pledge instrument

determined.
04.07.12 - Pledge instrument signed.
08.03.12 Stays of execution distributed.
07.22.13 Petition requiring technical expert evidence to be produced.
Period lapsed from 01 to 12/2004 and from 01 to 08/2005
R$ 39,292,100.81
Chance of loss
) probable
) possible
( x ) remote
Period from 09/2005 to 06/2009

R$ 50,316,541.74
(

event of loss
) probable
( x ) possible
( ) remote

None.
provision
15
Service Tax
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Nature: (
) Labor
( X ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
) Others:
Case No.
Court
Instance
1st
Filing Date
06/03/1994
Parties to the suit

Plaintiff
Defendant
Others
involved

Federal Government
None
R$ 73,659,043.94
Usiminas discusses if it would be possible to renounce the action due to amnesty it has
adhered to (Law No. 11941/09), even following the discussion declared res judicata,
since such requirement is not expressed in the legislation.
Major facts
10.30.09 A petition was filed informing the adherence to the payment in installments,
disclosed by Law No. 11941/2009, and the waiver to the right on which the action is
based, and requiring the conversion into pledge income and finding of outstanding
balance by the company, according to calculations attached to the petition.
06.30.10 Decision was handled down dismissing the waiver of the right on which the
action is based and the petition for finding of the balance by the company and
determining the conversion of the full amount of the pledge into final payment to the
Federal Government.
07.12.10 Appeal filed by Usiminas.
Chance of loss
( ) probable
( x ) possible
) remote

event of loss
Value provisioned, if there is None.
provision
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Nature: (
) Labor
Case No.
Court
Instance
Filing Date
Parties to the suit
Plaintiff
Defendant
Others
Values, assets or
rights involved
( x ) Civil
( x ) Judicial
( ) Tax
) Arbitration
) Environmental
) Others:

State Supreme Court of Distrito Federal16 and Territories 18th Civil Court of Braslia/DF
1st
02/16/2011
Prosecution Service of Distrito Federal - MPDFT
Usiminas Mecnica S/A 7th Contract Work
Elmar Luiz Koenigkan, Esplio de Claudio Oscar de Carvalho Santanna, Clarindo Carlos da
Rocha, Aldo Aviane Filho, Projconsult Engenharia de Projetos LTDA., Via Engenharia and
UMSA.
R$ 308,117,107.18
This is a public class action aiming to investigate the presumed overpricing in the
construction of JK bridge in Braslia, petitioning reimbursement to the public treasury of
the accrued amounts through the term of amendment to Contract Work No. 516/00.
02.24.11 Service of Process.
08.19.11 UMSA filed defense.
02.02.12 Evidence specification docket.
Major facts
07.09.12 Settlement hearing held with no agreement.

07.09.12 Awaits decision in relation to the motions to dismiss challenged and the
petitions for production of evidences.
10.17.12 - Motions to dismiss rejected and production of evidence granted.
11.08.12 Interlocutory appeal against the corrective decision applied.
CURRENT PHASE: PRODUCTION OF EVIDENCE MISSING, BUT THE SUIT IS SUSPENDED
BECAUSE IT DEPENDS ON JUDGMENT OF THE INTERLOCUTORY APPEAL.
Chance of loss
16
( ) probable
( x ) possible
( ) remote
Analysis of the
impact in the event
of loss
The value of the risk of Usiminas Mecnica is equal to that of the demand, which is not
provisioned. However, one may seek right of subrogation, in case any payment is made
pursuant to several and joint liability.
there is provision
None.
Federal District
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Nature: (
) Labor
( X ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
) Others:
Case No
Public class action No. 00306942920128130313
Court
Court of Justice of Minas Gerais Court of the Public Treasury of the Circuit Court of
Ipatinga/MG
Instance
1st
Filing Date
02/03/2012
Parties to the suit

Plaintiff
Defendant
Others
involved
Chenia Paula Rodrigues Lucas

Municipality of Ipatinga, Sebastio de Barros Quinto (mayor of Ipatinga during 20042009), Robson Gomes da Silva (mayor of Ipatinga during 2009-2012), Nilton Manoel
(mediator).
R$ 1,820,595,852.70
Public class action for the payment of IPTU17 supposedly due by Usiminas to the
Municipality of Ipatinga from 1997 to 2012.
Major facts
The plaintiff alleges that, through documents and information, she proved that since
1997 several construction works not included in the calculation basis of IPTU have been
made in the plant of Usiminas in Ipatinga/MG, which would have caused the municipality
a loss of resources of around R$ 1,590,727,376.22. The plaintiff requests the defendants
to be sentenced to reimburse to the public treasury the amounts of the uncollected
credits.
03.02.12 Distribution.
CURRENT PHASE: MISSING SUBMISSION OF DEFENSE.
Chance of loss
( ) probable
) possible
( X ) remote

event of oss
None.
provision
17
Local Property Tax
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Nature: (
) Labor
Case No.
Court
Instance
Filing Date
Parties to the suit
Plaintiff
Defendant
Others
Values, assets or
rights involved
( x ) Civil
( x ) Judicial
( ) Tax
) Arbitration
) Environmental
) Others:

State Supreme Court of Distrito Federal and Territories 1st Court of the Public Treasury of
Florianpolis/SC
1st
03/29/1995
Prosecution Service of Santa Catarina
Usiminas Mecnica S/A 5th construction work
Neri dos Santos, Miguel Rodrigues Orofino, Jos Acelmo Gaio and Ster Engenharia S/A
R$ 63,785,243.62
Public class action filed by the Prosecution Service of Santa Catarina for the purpose of
seeking reimbursement of losses caused to the States public treasury due to supposed
undue expenses in the construction of Pedro Ivo Campos bridge.
06.09.95 UMSA filed reply and impleaded BNDES18 and Representaes STER Engenharia
S/A.
07.21.98 A decision was handed down, provisionally granting the impleader of BNDES
and STER S/A.
01.26.99 BNDES filed refusal of the impleader filed by UMSA.
Major facts
04.12.04 A decision was handed down, justifying the stay of proceedings and requiring
sending of the court file to the State Supreme Court, as there is defendant in the capacity
of former Federal Representative.
02.21.05 A decision was handed own in that the suit does not belong to the jurisdiction
of the State Supreme Court of the State of Santa Catarina, thus requiring the court files to
be returned to its origin.
07.27.11 UMSA filed requirements and appointed technical assistant.
03.15.13 Stay of proceeding due to suspensive effect of interlocutory appeal.
CURRENT PHASE: PENDING TRIAL OF INTERLOCUTORY APPEAL.
Chance of loss
( ) probable
( x ) possible
( ) remote
The value of the risk of Usiminas Mecnica is equal to that of the demand, which is not
Analysis of the impact
provisioned. However, in case any payment is made due to several and joint liability, right
in the event of loss
of subrogation may be sought.
there is provision
18
None.
National Bank of Economic and Social Development
32
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( x ) Labor
( X ) Judicial
) Civil
( ) Tax
) Arbitration
) Environmental
Case No.
No. 00012379620125020251
Court
1st Court of Cubato/SP
Instance
1st
Filing Date
12/12/2012
) Others:
Parties to the suit

Plaintiff
Defendant
Others
involved
Metallurgical Union (STISMMMEC)

None
Cannot be estimated
Public Class Action in which the Union alleges that Usiminas dismissed several
employees in 2012 without previous union negotiation. The plaintiff requires that all
employees dismissed in 2012 (more than 1,000) be reinstated and that Usiminas be
prohibited to dismiss again, without previous judicial agreement and as recovery of
damages advertisement campaign against mass dismissal and payment of the amount
of R$ 200,000.00 to Santa Casa de Misericrdia de Santos.
Major facts
12.12.12 Service of process received.

04.18.13 Defense filed/hearing held.
12.02.13 Action deemed groundless.
CURRENT PHASE: PENDING TRIAL OF APPEAL.
Chance of loss
( ) probable
) possible

the event of loss
Cannot be estimated.
there is provision
None.
( x ) remote
33
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: (
) Labor
( X ) Civil
) Judicial
( ) Tax
( X ) Arbitration
(
) Environmental
) Others:
Case No.
Arbitration Claim No. 62/2013/SEC2
Court
Chamber of Arbitration and Mediation of the Chamber of Commerce Brazil-Canada

(CAM-CCBC)
Instance
Filing Date
10/18/2013
Parties to the suit

Plaintiff
Defendant
Others
involved
Major facts
Eldorado Brasil Celulose S.A.

Usiminas Mecnica S/A
None
R$ 57,400,000.00
Arbitration claim arising out of the contract of purchase and sale of assets to supply
447 railway cars for the transportation of bales of pulp questioning (I) delay in
delivery; (II) imposition of fine limited to 10% of the contract value; (III) indemnity
for damages.
10.18.13 Eldorado filed petition for Arbitration.
CURRENT PHASE: PENDING TRIAL OF ARBITRATION COURT.
R$ 16,100,000.00
Chance of loss
( X ) probable
) possible
) remote
R$ 41,300,000.00
( ) probable
) possible
( x ) remote

the event of loss
Only the value of the matter in controversy, which is provisioned.
there is provision
R$ 16,100,000.00.
4.4. Describe the judicial, administrative or arbitration claims, which are not
confidential, to which the issuer or its subsidiaries are parties and whose adversary
parties are managers or former managers, controlling shareholders or former
controlling shareholders of the issuer or of its subsidiaries:
Not applicable, as the Company has no judicial claims whose adversary parties are managers
or former managers, controlling shareholders or former controlling shareholders or investors of
the Company or of its subsidiaries.
4.5. With respect to confidential proceedings to which the issuer or its subsidiaries
are parties, which have not been disclosed in items 4.3 and 4.4 above, analyze the
impact in the event of loss and report the values involved.
Not applicable, as there is no significant confidential claims to which the Company or its
subsidiaries are parties, thus with no possible impacts.
34
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
4.6. Describe the repeated or linked judicial, administrative or arbitration claims,

based on facts and similar legal causes, which are not confidential and that are
significant in the aggregate, to which the issuer or its subsidiaries are a party,
breaking down by labor, tax, civil claims and other types:
Nature: (
) Labor
( x ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
) Others:
Values involved
R$ 196,082,263.49
there is provision
None.
Practice of issuer or
subsidiary thereof that
caused such
contingency
The State of So Paulo filed a petition for reversal of previously unused credits taken by
Usiminas alleging that they are: (i) used in duplicate and with no indication of the
determining reasons; (ii) with neither proof of origin nor indication of the determining
reasons; and (iii) related to transactions of goods receipt for use and consumption of the
establishment itself and with no indication of the determining reasons.
Number of cases
02
Case Number(s)
I Notice of tax delinquency No. 40089241

II Notice of tax delinquency No. 40263551
Court
Treasury Department of the State of So Paulo
Instance
1st
Filing Date
I 09/2012 II- 09/2013
Parties to the suit

Plaintiff
Defendant
Others
Chance of loss
State of So Paulo
None
(
) probable
( X ) possible
( ) remote
I Notice of tax delinquency No. 40089241

10.23.12 Protest letter against the notice of tax delinquency filed by Usiminas.
05.17.13 Protest letter against the notice of tax delinquency deemed groundless.
06.14.13 - Appeal filed by Usiminas.
Major facts

II Notice of tax delinquency No. 40263551
12.04.13 - Appeal filed by Usiminas.
35
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: (
) Labor
( x ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
) Others:
Values involved
R$ 839,268,865.73
there is provision
None.
caused such
contingency
ICMS required on exportation of products deemed to be semi-finished by the tax

authorities (before Constitutional Amendment No. 42/03). Notices of tax delinquency
filed by the State of So Paulo under the allegation that Usiminas would have exported,
from May 1991 to February 1994, semi-finished products destined to abroad. However,
the exported goods were industrial products and, as such, exempt from ICMS on
exportation, reason why the company did not collect the corresponding tax.
Number of cases
03
I - Ordinary Action No. 583532008120242;
Case Number(s)
II - Ordinary Action No. 583532004025121;

III - Ordinary Action No. 583532005019200.
Court
COURT OF JUSTICE OF SO PAULO: I and III 4th VFP19; II 2nd VFP
Instance
I and III- 1st; II 2nd
Filing Date
I 2004; II 2005; III 2008
Parties to the suit

Plaintiff
Defendant
Others
Chance of loss

State of So Paulo
None
(
) probable
( ) possible
( x ) remote
I - Ordinary Action No. 583532008120242

04.25.08 Assignment of the suit.
25.03.10 Suspension of debt collection requirement (upon the interlocutory injunction).
CURRENT PHASE: PENDING TRIAL IN FIRST INSTANCE.
II - Ordinary Action No. 583532004025121
03.21.06 - Suspension of debt collection requirement (upon the interlocutory injunction).
Major facts
CURRENT PHASE: PENDING PRODUCTION OF EVIDENCE.

III - Ordinary Action No. 583532005019200
08.24.05 - Suspension of debt collection requirement (upon the interlocutory injunction);
02.14.06 Judgment favorable to Usiminas published.
09.12.06 Appellate review applied by the State of So Paulo.
03.12.12 Decision made by the Court validating the judgment favorable to Usiminas.
07.02.12 The State files appeals to the Superior Court of Justice and the Supreme
Court.
CURRENT PHASE: PENDING EXAMINATION OF ADMISSIBILITY OF THE APPEALS.
19
Court of Public Treasury
36
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: (
) Labor
Values involved
there is provision
caused such
contingency
Number of cases
Case Number(s)
( X ) Judicial
) Civil
( x ) Tax
(
(
) Arbitration
) Environmental
) Others:
R$ 542,407,294.52
None.
The company (Cubato plant) stopped linking the shipment invoices to the customs place in
Cubato with the delivery notes for exportation (Period: 08 to 12/2004).
02
I Delinquent tax collection procedures No. 1570120100078666
II Delinquent tax collection procedures No. 1570120110023335
Court
I/II Court House of Cubato Tax Court
Instance
I/II 1st
Filing Date
I - 2010
II 2011
Parties to the suit

Plaintiff
Defendant
Others
Chance of loss

State of So Paulo - State Public Treasury
None
( ) probable
( x ) possible
( ) remote
I Delinquent tax collection procedures No. 1570120100078666
Major facts
12.02.10 Delinquent tax collection assigned by the State of So Paulo.

01.10.11 - Usiminas offered area 19 for attachment, located at the Cubato plant / So Paulo
state, related to blast furnace 2, enrollment No. 7289, for purposes of debt security and
distribution of motions to stay delinquent tax collection procedures.
05.08.12 Attachment signed.
06.06.12 Assignment of motions to stay.
CURRENT PHASE: PENDING EVIDENCE PRODUCTION.
II Delinquent tax collection procedures No. 1570120110023335
03.30.11 Delinquent tax collection procedures assigned by the State of So Paulo.
05.17.11 Usiminas offered area 19 for attachment, located at the Cubato plant / State of
So Paulo, related to enrollment No. 7275, for purposes of debt security and assignment of
miotons to stay delinquent tax collection procedures.
08.01.11 Final decision granting pledge over the assets indicated by Usiminas.
CURRENT PHASE: PENDING EVIDENCE PRODUCTION.
37
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: (
) Labor
Values involved
) Civil
( x ) Judicial
( x ) Tax
(
(
) Arbitration
) Environmental
) Others:
R$ 849,042,661.50
None.
there is provision
The National Treasury requires ICMS credits of materials considered to be of use and consumption
(refractory and other) to be reversed: Usiminas classifies the refractory materials used in steel
subsidiary
thereof
production as intermediary materials, whose ICMS credit taking is allowed. However, the tax
that
caused
such
authorities of So Paulo classifies such materials as of use and consumption, whose ICMS credit taking
contingency
is forbidden and requires the corresponding credits to be reversed by Usiminas.
Number of cases
Case Number(s)
Court
05
I Delinquent tax collection procedures No. 1570120060002116;
procedures No. 1570120100046407
II - Delinquent tax collection
III Delinquent tax collection procedures No. 31600475; IV Delinquent tax collection procedures
No. 40106214; V Delinquent tax collection procedures No. 40263575;
Supreme Court of the State of So Paulo: I/II Court House of Cubato - Tax Court Sector
III/IV/V State Treasury Department of Santos/SP
Instance
I 2nd; II/III/IV/V 1st
Filing Date
I 03/15/2006; II 07/15/2010; III 01/02/2012 IV 09/24/2012 V 10/01/2013
Parties to the suit

Plaintiff
State of So Paulo
Defendant
Others
Chance of loss
None
( ) probable
( x ) possible
( ) remote
I Delinquent tax collection procedure No. 1570120060002116
Major facts
03.15.06 Delinquent tax collection procedure assigned by the State of So Paulo.

08.02.06 Entering of the attachment instrument of the following assets offered by Usiminas: thick
plates, hot-rolled steels and cold-rolled steels.
08.31.06 Motion to stay assigned by Usiminas.
04.06.09 Motion to stay delinquent tax collection procedures deemed groundless.
07.03.09 - Appellate review filed by Usiminas.
10.14.13 Proceeding withdrawn from agenda after oral presentation by the lawyers of Usiminas.
CURRENT PHASE: PENDING TRIAL DA APPELLATE REVIEW.
II - Delinquent tax collection procedures No. 1570120100046407
07.15.10 - Delinquent tax collection procedures assigned by the State of So Paulo.
08.02.10 - Usiminas offered as attachment 117 thousand tons of thick steel plates for purposes of
debt security and assignment of motions to stay delinquent tax collection procedures.
01.21.11 A State Treasury disagreed with the assets offered as attachment by Usiminas and
required the judicial deposit of the value of tax collection.
04.06.11 Usiminas offered new assets as attachment: part of areas 01, 03, 16 and 30A of the
Cubato plant.
09.12.11 Trial granting attachment of the assets indicated by Usiminas.
03.20.12 Appeal filed by the State of So Paulo trying to obtain attachment of the financial assets of
Usiminas.
04.22.13 Petition filed by Usiminas informing the Court of the suspension of debt enforcement,
rendered in Declaratory Action on the same matter.
III Delinquent tax collection procedures No. 31600475
06.27.13 Decision unfavorable to Usiminas.
CURRENT PHASE: USIMINAS WILL FILE APPEAL.
IV Delinquent tax collection procedures No. 40106214
10.23.12 Protest letter against the delinquent tax collection procedures filed by Usiminas.
01.08.13 - Decision unfavorable to Usiminas.
02.05.13 Appeal filed.
V Delinquent tax collection procedures No. 40263575
10.01.13 Protest letter against the delinquent tax collection procedures filed by Usiminas alleging
only fine and interest, as the principal amount has been suspended by the declaratory action.
38
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Instance: (
Nature: (
) Administrative
) Labor
Values involved
there is provision
caused such
contingency
Number of cases
Case Number(s)
( X ) Judicial
) Civil
) Tax
) Arbitration
) Environmental
( X ) Others: Defense of Competition
R$ 122,018,732.56
None.
Actions filed by Usiminas and extinct Cosipa petitioning CADEs decision to be
cancelled, which imposed on that companies fines due to supposed infringement to
economic order (price fixing) in conjunction with CSN.
02
I- Ordinary Action No. 2000.34.00.000087-1 (Usiminas); II - Ordinary Action No.
2000.34.00.000088-4 (Cosipa)
Federal Regional Court of the 1st Region
Court
I/II 2nd
Instance
Filing Date
I/II 12/07/1999
Parties to the
proceeding
Plaintiff
Defendant
Others
Chance of loss
Major facts
20

Administrative Council of Economic Defense CADE
Companhia Siderrgica Nacional - CSN
( ) probable ( x ) possible ( ) remote
Ordinary Action No 2000.34.00.000087-1 and Ordinary Action No. 2000.34.00.0000884:
12.07.99 Assignment of suits.
07.31.03 The sentence was upheld in trial court, and a portion of the fine was
suppressed, related to the supposed practice of deceitfulness.
06.14.10 Appeals judged in TRF20 1st Region, through decision that kept the
sentence on the same terms of the judgment rendered in trial court.
07.30.10 Motions for clarification of judgment filed by the companies.
09.15.10 Assignment of delinquent tax collection procedures No. 4184228.2010.4.01.3400, aiming at the collection of the amount of the fine imposed on
Usiminas. Usiminas has not appeared in court yet.
12.10.10- Order granting acceptance of the surety bond offered by Usiminas and
Cosipa, for effect of debt security.
02.17.11 Suspension of the delinquent tax collection procedures aimed at fine
collection.
12.07.11 Appeals to the Superior Court of Justice and the Supreme Court filed.
10.28.13 Appeals on inadmissibility of the appeals filed.
CURRENT PHASE: PENDING TRIAL OF THE APPEALS.
Federal Regional Court
39
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( x ) Labor
Values involved
Value provisioned,
there is provision
( x ) Judicial
) Civil
) Tax
) Arbitration
(
) Environment
) Others:
R$ 164,473,808.77
if
None.
caused
such
contingency
Actions filed by former in-house and outsourced employees of the Cubato Plant in
which they petition several labor allowances (overtime, commuter transit subsidy, salary
recovery, risk premium and hazard pay, commuting time, meal voucher, indemnities
and fine of 40% of FGTS21).
Number of cases
Several.
Case Number(s)
Several.
Court
Several.
Instance
Several.
Filing Date
Several.
Parties to the suit

Plaintiff
Defendant
Others
Chance of loss
Major facts
21
Former employees of Usiminas S/A or former employees of companies contracted by

Usiminas (Cubato plant).
Usinas Siderrgicas de Minas Gerais S/A (Cubato plant).
Companies contracted by Usiminas (Cubato plant).
( ) probable
( x ) possible
( ) remote
Subsidiary responsibility of Usiminas (Cubato plant) in actions filed by former

employees of contracted companies.
Unemployment Compensation Fund
40
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
Nature: ( x ) Labor
Values involved
there is provision
caused such
contingency
( x ) Judicial
) Civil
) Tax
www.usiminas.com
) Arbitration
(
) Environment
) Others:
R$ 167,354,977.27
R$ 167,354,977.27
Actions filed by former in-house and outsourced employees of the Cubato plant in which
they petition several labor allowances (overtime, commuter transit subsidy, salary recovery,
risk premium and hazard pay, commuting time, meal voucher, and indemnities).
Number of cases
Several
Court
Several
Instance
Several
Filing Date
Several
Parties to the suit

Plaintiffs
Former employees of Usiminas S/A (Cubato plant) or former employees of companies

contracted by Usiminas.
Defendant
Usinas Siderrgicas de Minas Gerais S/A (Cubato plant).
Others
Chance of loss
Major facts
Companies contracted by Usiminas (Cubato plant).

( x ) probable
( ) possible
( ) remote
Subsidiary responsibility of Usiminas (Cubato plant) in actions filed by former employees of

contracted companies.
41
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: ( x ) Labor
Values involved
Value provisioned,
there is provision
( x ) Judicial
) Civil
) Tax
) Arbitration
(
) Environment
) Others:
R$ 102,331,856.66
if
None.
Number of cases
Actions filed by former in-house and outsourced employees of the Ipatinga plant in which they
petition several labor allowances (overtime, commuter transit subsidy, salary recovery, risk
premium and hazard pay, , commuting time, meal voucher, and indemnities), as well as
petitions related to the pension fund of Usiminas; administrative proceedings arising out of
notices of violation served in connection with labor inspections.
Several
Court
Several
Instance
Several
Filing Date
Several
caused such
contingency
Parties to the suit

Plaintiffs
Defendant
Others
Chance of loss
Major facts
Former employees of Usiminas S/A (Ipatinga plant) or former employees of companies

contracted by Usiminas.
Usinas Siderrgicas de Minas Gerais S/A (Ipatinga plant).
Companies contracted by Usiminas (Ipatinga plant).
( ) probable
( x ) possible
( ) remote
Subsidiary responsibility of Usiminas (Ipatinga plant) in actions filed by former employees of

contracted companies and actions filed by former in-house employees involving the pension
fund of Usiminas.
42
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Instance: ( ) Administrative ( x ) Judicial

( ) Arbitration
Nature: ( ) Labor
( ) Civil
( x ) Tax ( ) Environment
Values involved
R$ 171,510,449.03
there is provision
None.
caused such
contingency
Number of cases
Case Number(s)
) Others:
Appeals against rejection of tax credits by the relevant authorities due to court orders that
did not homologate the declarations of offset disclosed for the purpose of offsetting the
following debts and credits: credit of negative balance of CSLL (2009) with debts of CSLL and
IPI22 (2010); credit of negative balance of IRPJ (2009) with debts of IRPJ and CSLL (2010)
and CSLL (2011); credit of negative balance of CSLL (2009) with debts of PIS and COFINS
(2009); credit of negative balance of IRPJ (2009) with debts of IRPJ, CSLL, PIS/PASEP23
(2009).
04
I -10680910765201243
II- 10680910764201207
III - 10680910763201254
IV- 10680910762201218
Court
I/IV Brazilian IRS Regional Appellate Division Office of Belo Horizonte /MG
Instance
I/IV -1st
Filing Date
I/IV - 2012
Parties to the suit

Plaintiff
Defendant
Brazilian IRS
Others
Chance of loss
Major facts
22
23

None
( ) probable ( ) possible ( x ) remote
I -10680910765201243
II- 10680910764201207
III - 10680910763201254
IV- 10680910762201218
08.10.12 Filing of appeal against rejection of tax credits by the relevant authorities.
CURRENT PHASE: PENDING DECISION.
Federal VAT
Public Service Employees Savings Program
43
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Instance: ( ) Administrative ( x ) Judicial

( ) Arbitration
Nature: ( x ) Labor ( ) Civil
( ) Tax ( ) Environmental
Values involved
R$ 200,253,403.60
there is provision
None.
caused such
contingency
Number of cases
Case Number(s)
Court
Instance
Filing Date
) Others:
I Public class action filed by 22 former employees and 1 employee of Usiminas, before the
Federal Justice of Ipatinga, alleging that Usiminas has always used, and still has in its area,
the product Asbestos (amianthus), which is not in compliance with the law. Demand arising
out of acts supposedly harmful to the work environment.
II - Public Class Action filed by the Ministry of Public Labor Prosecution before the Labor
Courts alleging the same principles and petitions of the popular action, plus petitions for PPP
(Welfare Occupation Profile) correction, payment of risk premium and collective moral
damages.
02
I 33683620124013814
II - 0000247192013503033
I 2nd Court of the Federal Justice of Ipatinga/MG
II 1st Labor Court Cel. Fabriciano/MG
I 1st instance
II 1st instance
I 06/15/2012
II 02/18/2013
Parties to the suit

Plaintiff
Defendant
Others
Chance of loss
Major facts
I Srgio Santos Lopes and other (+22 plaintiffs)

II Public Labor Prosecution Service
I Federal Government, MTE24, IBAMA25, USIMINAS and TEADIT
II Usiminas
None
R$ 200,000.00
( ) probable ( x ) possible ( ) remote
R$ 200,053,403.60
( ) probable ( ) possible ( x ) remote
I Public class action No. 33683620124013814
10.15.12 Defense filed.
02.08.13 Specification of evidence filed by Usiminas.
CURRENT PHASE: PENDING PRODUCTION OF EVIDENCE.
II Public Class Action No. 0000247192013503033
04.30.2013 Defense filed.
CURRENT PHASE: PENDING PRODUCTION OF EVIDENCE
24
25
Ministry of Labor and Employment

Brazilian Environment and Natural Resources Institute
44
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
4.7. Describe other important contingencies not encompassed in the previous items.
The Company shows below other active contingencies deemed important and that were not
encompassed in the previous items.
Nature: (
) Labor
( x ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
) Others:
Case No.
Court
STJ Second panel
Instance
STJ
Filing Date
12/22/1998
Parties to the suit

Plaintiff
Defendant
Others
involved
Extinct Cosipa (Usiminas S/A)

Eletrobrs and Federal Government
CVRD, Copene, Cimento Mau and others
R$ 759,643,590.03
Ordinary action filed by Cosipa and others (plaintiffs) seeking receipt of the full amount
paid to Eletrobrs as compulsory loan from 1977 to 1993, with the due restatement and
interests, according to criteria of the law in force at the time of the tax collection.
04.01.04 - Judgment partially favorable to the Plaintiffs published: The Judge did not agree
with the indexes indicated by the Plaintiffs for the restatement of the value payable by
Eletrobrs.
Major facts
05.03.04 Appellate reviews, both to the Superior Court of Justice and the Supreme Court
applied by the Plaintiffs and appellate review applied by Eletrobrs. The Plaintiffs succeeded
concerning the question of the applicable index for purposes of restatement, however, they
did have an unfavorable decision, which deemed the values paid from 1977 to 1986 timebarred.
07.08.11 Appeal filed before STF seeking to revert the decision related to the statute of
limitation.
09.30.13 Petition withdrawing the appeal.
CURRENT PHASE: PENDING CALCULATIONS FOR ENFORCEMENT OF THE CREDITS.
Chance of success
the event of loss
Provisioned value (if
there is provision)
( x ) probable
( ) possible
) remote
None.
None.
45
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Nature: (
) Labor
( x ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
) Others:
Case No.
Court
Federal Regional Court of the 1st Region Seventh Panel
Instance
2nd
Filing Date
12/19/2001
Parties to the suit

Plaintiff
Defendant
Eletrobrs and Federal Government
Others
Values, assets
rights involved
None
or
R$ 2,051,237,836.94
Ordinary action filed by Usiminas seeking receipt of the full amount paid to Eletrobrs as
compulsory loan from 1977 to 1993, with the due restatement and interests, according to
criteria of the law in force at the time of the tax collection.
03.06.03 - Judgment partially favorable to Usiminas published: the Judge did not agree with the
indexes indicated by Usiminas for the restatement of the value payable by Eletrobrs.
03.25.03 Appellate review applied by all parties.
03.24.04 - Appellate review filed by the Defendants dismissed. Appellate review of Usiminas
granted in part.
05.26.04 - Requests for reconsideration filed by the Federal Government and appeal to the
Superior Court of Justice filed by Eletrobrs.
Major facts
12.19.06 - Appeals to the Superior Court of Justice applied.

03.24.09 - Appeals to the Superior Court of Justice halted until the final judgment of the
repetitive appeal in STJ.
08.12.09 - Repetitive appeal in STJ judged.
12.15.10 Docket of petition of Usiminas requiring that the judgment rendered by TRF be
adjusted to the terms of the decision on the repetitive appeal.
07.01.11 The petition for adjusting the judgment was granted and the proceeding was sent to
the seventh panel of TRF.
11.08.11 Judgment rendered, adjusting to the leading case with some contradictions.
12.13.11 Amendments to the trial applied by the parties.
11.26.12 New judgment with some new contradictions rendered.
12.14.12 New amendments applied by the parties.
R$ 681,231,218.88
Chance of success
( x ) probable
( ) possible
) remote
R$ 1,370,006,618.04
(
) probable
Analysis of the
impact in the event
of loss
None.
Value provisioned,
if there is provision
None.
( x ) possible (
) remote
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Nature: (
) Labor
( x ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
) Others:
Case No.
Court
Federal Regional Court of the 1st Region Seventh Panel
Instance
2nd
Filing Date
10/13/2006
Parties to the suit

Plaintiff
Defendant
Federal Government
Others
involved
None
R$ 161,960,247.89
Exclusion of ICMS from the calculation basis of PIS and COFINS. The Company seeks to
recover the values paid in the previous years related to ICMS in the calculation basis of PIS
and COFINS.
10.13.06 Assignment of suits.
07.18.07 - Judgment favorable to Usiminas published.
Major facts
08.29.07 - Appellate review applied by the Federal Government.

09.25.12 Appellate review filed by the Federal Government deemed valid.
10.11.12 Amendments of judgment filed by Usiminas.
Chance of success
Analysis of the impact
in the event of loss
there is provision
( ) probable
( x ) possible
( ) remote
None.
None.
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Nature: (
) Labor
( x ) Judicial
) Civil
( x ) Tax
) Arbitration
(
) Environment
) Others:
Case No.
Ordinary action No. 210176120094013800
Court
Instance
2nd
Filing Date
08/18/2009
Parties to the suit

Plaintiff
Defendant
Federal Government
Others
Values,
assets
rights involved
None
or
R$ 154,522,750.37
Legal action filed by Usiminas seeking to obtain the declaration of the companys right to
use the PIS/PASEP and COFINS credits over machinery, equipment, and other assets
transferred to fixed assets prior to 04/30/2004.
Major facts
Chance of success
Analysis
of
the
impact in the event
of loss
there is provision
08.18.09 Assignment of suit.

08.24.10 Judgment deeming the petitions of Usiminas valid.
08.30.10 Appellate review filed by the Federal Government.
( x ) probable
( ) possible
( ) remote
None.
None.
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4.8. In relation to the rules of the foreign issuers country of origin and the rules of
the country in which the foreign issuers securities are held in custody, if different
from the country of origin, identify:
Not applicable, as the Company is not an issuer of foreign origin.
5. Market Risks
5.1. Describe, both quantitatively and qualitatively, the main market risks the issuer
is exposed to, including in relation to the exchange risks and interest rates.
The Companys activities, financial standing and operating results may be impacted by changes
in the policies or rules involving or affecting factors, such as interest rates, exchange rate,
inflation, liquidity of the financial markets and commodity prices. Changes in those factors
influence the Companys results.
Concerning commodity prices, the Company is basically exposed to charcoal and iron orerelated prices, which account for 27% of the Companys consolidated production cost.
Part of the Companys indebtedness expressed in foreign currency, mainly U.S. dollars, while a
significant part of its revenues is in reais.
At December 31, 2013, part of the Companys net liability position in foreign currency
amounted to R$ 2,026,053 thousand in connection with liabilities for R$3,276,140 thousand,
partially offset against assets amounting to R$1,250,087 thousand.
Company sales are intended mainly for the domestic market, and its exports may be
insufficient to offset the liability position in foreign currency.
In view of the foregoing, a depreciation of the Brazilian real in relation to foreign currencies
(especially in relation to the U.S. dollar) would increase the Companys indebtedness measured
in reais, with an eventual adverse effect on its results and financial conditions.
Increase in the local and foreign interest rates may negatively affect the Companys results.
A fundamental part of the Companys indebtedness is pegged to floating interest rates. At
December 31, 2013, part of the Companys total consolidated debts was in floating interest
rates, mainly in TJPL, CDI and Libor, being R$ 836,348 thousand in TJLP, R$ 2,526,983
thousand in CDI and R$ 1,464,803 thousand in Libor, which corresponded, respectively, to
12%, 37% and 21% of its total consolidated debts.
Therefore, increases in local and/or foreign interest rates, especially TJLP, CDI and Libor, may
negatively affect the Companys results.
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The Federal Government has exerted and still exerts an important influence on the Brazilian
economy. The Brazilian economic and political conjuncture has a direct impact on the
Companys activities.
The Federal Government at times significantly changes monetary, fiscal and credit policies,
among others, in order to influence the course of economy. The measurements the Federal
Government adopts to control inflation and influence other policies may be implemented
through price and salary control, depreciation or appreciation of the Brazilian real, controls
over the resource remittance abroad, change in the benchmark interest rate, as well as other
measurements.
The measurements adopted by the Federal Government concerning the economy may have
important effects over the companies and other bodies in Brazil, including the Company, and
over the market conditions and prices of the Brazilian securities. The Company may be
adversely affected by the changes in the policies adopted by the Federal Government, as well
as other economic factors, namely:
- inflation;
- economic stagnation;
- floating exchange rates and currency valuation/devaluation;
- liquidity of the local securities and loan market;
- price instability and
- electricity shortage and rationing programs.
Uncertainty as for the implementation of changes by the Federal Government in the policies
and rules that may affect this and other factors in the future may contribute to the economic
uncertainty in Brazil. In such case, such uncertainties in the Brazilian economy may affect the
Companys activities and operating results.
The Company is not able to foresee which fiscal, exchange, monetary, welfare policies among
others the current or future Federal Government will adopt, not even if such policies will result
in adverse consequences to the Countrys economy, our business or operating results, our
financial standing or perspectives.
Efforts made by the government to fight inflation may delay the Brazilian economy growth and
affect the Companys business.
In the past, Brazil suffered extremely high inflation rates and, as a result, adopted monetary
policies that resulted in one of the highest real interest rates in the world. Between December
2005 and December 2013, the SELIC 26 rate ranged between 18.00% and 10.00% p.a. Inflation
and the measurements adopted by the Brazilian government to cope with it, especially by
means of the Central Bank of Brazil, had and still may produce considerable effects over the
Brazilian economy and the Companys business.
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Rigid monetary policies with high interest rates may restrict the Brazilian growth and the credit
availability. On the other hand, milder governmental and monetary policies and decreased
interest rates may trigger increases of inflation rates and, as a result, the volatility of growth
and need for unexpected and significant increases of the interest rates. Besides, we may have
no condition to adjust the prices charged to offset the effects of inflation on the Companys
structure of costs. Any of these factors could negatively affect the Companys business.
Exchange instability may affect the Brazilian economy and the Company.
During the last decades, the Brazilian currency has experienced frequent and important
changes in relation to the U.S. dollar and other foreign currencies. At December 31, 2013,
2012, and 2011, the exchange rate was R$2.34, R$2.04, R$1.88 per US$ 1.00, respectively,
with real depreciating 14.6% in 2013, at 8.5% in the year of 2012, and 12.6% in the year of
2011.
The depreciation of Real compared to U.S. dollar can generate inflationary pressures in Brazil
and cause the increase of the interest rates, which, on its turn, can negatively affect the
general growth of the Brazilian economy due to consumption decrease and affect both the
Companys financial standing and the operating results, in addition to restricting the access to
the international financial markets and determining governmental interventions, including
through recession policies. On the other hand, the appreciation of Real in relation to the U.S.
dollar and other foreign currencies can result in worsening of the Brazilian balance of trade,
facilitating imports and increasing competition of our products in the local market and
restraining exportation-driven growth.
Events and the perception of risk in other countries, especially in emerging markets, may
adversely affect the market value of Brazilian securities and the price of shares issued by the
Company.
The market for the securities issued by Brazilian companies is influenced, to a certain extent,
by the economic and market conditions of other countries, including those in Latin America and
other emerging countries.
Although the economic conditions of those countries are different from the economic conditions
of Brazil, the invertors reactions to the events in those countries may have an adverse effect
on the market value of the securities from Brazilian companies, including of the shares issued
by the Company. Occasional crises in other emerging countries may reduce the investors
demand for securities from Brazilian companies, including the securities issued by the
Company. Such facts may adversely affect the market of shares issued by the Company,
which, if reduced, may hamper or even prevent the Companys access to the stock market and
the financing of its operations in the future.
An electric energy rationing policy in Brazil may affect the Company results.
In case of restriction imposed by the Government for electric energy rationing, the Company
results and financial conditions may be adversely affected, as mentioned in item 4.1 of this
Reference Form.
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The relative volatility and lack of liquidity of the Brazilian market of securities may significantly
restrict the investors capacity to sell the shares issued by the Company at the price and time
intended.
Investing in securities traded in emerging markets, such as Brazil, involves often major risk
compared to other global markets, and therefore such investments are generally deemed of
more speculative nature. The Brazilian market of securities is significantly smaller, less liquid
and more concentrated, and may be more volatile than the principal global markets of
securities.
Besides, the Company may not ensure liquidity of the shares it issues. Such factors may
considerably restrict the capacity of the holders of shares issued by the Company to sell them
at the price and time intended.
5.2. Describe the policy to manage market risks adopted by the issuer, its objectives,
strategies and instruments, indicating:
a) Risks against which one may seek protection

The Company seeks to reduce the exchange exposure to the volatility of currencies,
commodity prices, interest rates, volatility in the cash flow, and to avoid unmatching among
currencies.
The Company does not adopt specific hedges related to inflation or market liquidity.
b) Strategy of equity hedge

To hedge the balance sheet, in relation to the exposure of debts and suppliers in foreign
currency, the Company privileges natural hedge operations, with some assets pegged to the
foreign currency (cash, short-term investments and receivables from exports), which reduce
foreign exchange exposure. Also, the Company engages derivative financial instruments for
the same purpose.
c) Instruments used for equity hedge

The instruments applied by the Company consist of transactions involving: (i) currency swap,
replacing exchange exposure of foreign currency to Reais; (ii) NDF (Non Deliverable Forward)
operations with the objective of fixing exchange rates for foreign currency that the Company
must purchase to pay its obligations in these currencies; (iii) interest rate swap, replacing
floating rate with fixed rate; (iv) hedge of commodities, avoiding abrupt variations in their
prices and (v) cash flow hedge (hedge accounting),as hedge instrument against foreign
exchange risk.
d) Parameters used for managing such risks

The Companys Financial Policy, which also encompasses its subsidiaries, establishes the
following parameters:
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- criteria for selection of the banks and choice of investments allowed are established.
- the objectives of the transactions of derivatives and limits allowed are stipulated.
- the level of contraction of its transactions is defined.
- the grade of exposure to the financial market risks is controlled.
- monitoring of the exchange exposure.
e) In the event the issuer operates financial instruments with different objectives of equity
hedge and which those objectives are
As described in letter c above, the instruments used are financial instruments of derivatives
with the objective of hedge, reducing the Companys exposure to the volatility of currencies,
commodity prices, interest rates, volatility in the cash flow, and avoidance of unmatching
among currencies. The Company does not contract financial instruments with others
objectives.
f) Organizational structure for risk management control

Every Company employee is in charge of performing control activities, according to corporative
rules approved and widely disclosed. To ensure that the directives and objectives established
in the Financial Policy approved by the Board of Directors are complied with, the Company
relies on a Financial Board that meets from time to time and follows the financial positions.
Such monitoring is also carried out by the General Audit Management from the works of
compliance with the Financial Policy.
Subordinated to the Board of Directors, the General Audit Management is in charge of
evaluating the internal control system and directly refers to the Audit Committee, body
required by the Companys articles of incorporation, consisting mainly of board members.
In 2013, the Audit oversaw the maintenance of the Corporate Governance levels, the maturity
in applying the Risk-Based methodology. The result of such audits provided enhancements in
the structure of internal controls, improvement of the Corporate Governance practices and
contributed to running preventive actions to reduce the Companys risks.
g) Suitability of the operating structure of internal controls to check the effectiveness of the
policy adopted
The Company believes that the operating structure and internal controls to check the risk
management policy are suitable and under continuous improvement process. The Company
makes every effort to run actions proposed by the internal committee and audits as for
suitability of the risk management policy, as well as prevention, control, and reduction of risks
capable of affecting the Company.
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5.3. Inform if, in relation to the last fiscal year, there were significant changes in the
principal market risks to which the issuer is exposed or in the risk management
policy adopted
As regards the risks exhibited in items 5.1 and 5.2, the Company believes there were no
significant changes in the risks showed when compared to the previous fiscal year.
In the year of 2009, the Company adopted a Financial Policy, whose objective is to establish
general guidelines for management and investment of financial resources, in line with the
strategic guidelines and the risk profile of the business. This policy is to ensure efficiency in the
management of the companys assets and liabilities, supported by the Cash Management and
Market Risk Management guidelines, approved by this board.
In 2013, the exchange impact on the Companys financial result was negative by R$ 241
thousand, because of a 14.6% depreciation in real compared to U.S. dollar. In 2012, the
exchange impact on the Companys financial result was negative by R$ 191 thousand, because
of an 8.9% depreciation in real compared to the U.S. dollar. In 2011, the exchange impacts on
the Companys financial result in the amount of R$ 54 thousand, basically because of an
appreciation of 13% of real compared to the U.S. dollar. Such impacts are basically related to
loan and financing contracts in foreign currency (mainly U.S. dollar), which accounted for 34%
of the total amount financed in 2013, 45% of the total amount financed in 2012, 47% of the
total amount financed in 2011.
The Company seeks to hedge itself against currency fluctuations, performing

transactions, always in compliance with the guidelines established in its Financial Policy.
swap
In 2013, 78.9% of debts denominated in foreign currency were recorded in long term. In 2012
and 2011, it stood at 83.5% and 87.7%, respectively.
5.4. Provide other information as the issuer may deem significant

No information deemed significant.
6. History of the issuer
6.1. In relation to the issuers incorporation, inform:

a)
Date: 04/09/1954
b)
Nature: Joint Stock Company
c)
Country of incorporation: Brazil
6.2. Inform the issuers duration

Undetermined
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6.3. Brief History of the issuer
History Cycles of the Company
FOUNDATION (1956-1958)
In an optimistic background created by the Development Plan of president Juscelino
Kubitscheck - JK, the Company is founded on April 25, 1956. In June 1957, the LanariHorikoshi agreement consolidated the Japanese interest in the company, which received the
financial investment of the governments of Minas Gerais, Brazil, and Japan. On August 16,
1958, JK thrust in the initial stake for the construction of the plant in Ipatinga, then a village
with 300 inhabitants.
CONSTRUCTION (1959-1962)
Ipatinga lacks the infrastructure required to shelter the 10 thousand workers estimated for the
construction works of the Company, which prepares an urbanization plan for the city and
creates conditions to receive both the employees and the civil construction workers. On
October 26, 1962, president Joo Goulart lights the first blast furnace and launches the plant,
then with capacity to produce 500 thousand tons of iron annually.
SOCIAL INVESTMENT (1965)

The year is a benchmark for the social friendly operation of the Company. On May 1, 1965, the
Company lays the foundation of Mrcio Cunha Hospital. In the same year the population of
Ipatinga receives the facilities of a pulmonology center, a preventive medicine center, three
policlinics with dental offices, an emergency room located inside the plant and one
childcare clinic.
1st EXPANSION CYCLE (1969-1974)

Brazil experiences a strong economic growth period and the Company commences its first
expansion cycle, which boosts the production capacity to 1.4 million tons p.a. In 1970, with
the foundation of Usiminas Mecnica, it starts to serve both the civil construction and
mechanics sectors. Next year the Research Site starts to develop its own projects and operates
in technology transfer. In 1974, with the inauguration of blast furnace 3, the annual production
capacity reaches 3.5 million tons of steel p.a.
BEATING RECESSION (1980)

The Company reacts to the financial crisis the Country is going through with an internal
economy program, applying a new system of smart, more flexible management, thus
improving the use of physical, financial and human resources. The Company changes its
central office to the new building main office, in the region of Pampulha, in Belo Horizonte.
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ENVIRONMENTAL INVESTMENT (1984)

The Company pioneers in the State of Minas Gerais the Project Xerimbabo, which means pet
in tupi, whose objective is to develop courses, seminars and exhibits focusing on
environmental education.
PRIVATIZATION AND MODERNIZATION (1991)

On October 24, 1991, the Company becomes the first state-owned company to be privatized
by the National Privatization Program. Next it receives investments of US$ 2.1 billion in
technological updates to increase and optimize the production and boost the environmental
protection. In November of that year, the companys shares start to be trade on
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros.
MERGER AND PIONEERING (1993-1996)

Companhia Siderrgica Paulista (Cosipa), one of the Countrys largest plants, with principal
place of business in Cubato (SP), is acquired by the Company, which invests in technological
update, environmental recovery and safety. Still in 1993, electrolytic galvanization is launched
at the Ipatinga plant, with investment of US$ 228 million. In 1996, the Ipatinga plant becomes
the first company in Brazil and the second in the world to receive the certification of ISO 14001
concerning respect to environment and environmental protection.
RESTRUCTURING (1998-2001)
The current ownership of Usiminas is the result of a corporate restructuring that took place
between 1998 and 2001 and involved Usiminas and Cosipa, through which Usiminas became
the single shareholder of Cosipa. The restructuring consisted of reallocation of assets and
liabilities between Usiminas and Cosipa, so that at the end of the process the former Usiminas
could merge with the former Cosipa, which changed its designation and principal place of
business, thus creating the current Usiminas, and the principal assets of the former Cosipa
were transferred to the new company, Cosipa.
It was centralized in Usiminas the right to use the Terminal of Cubato and the correlated
activities, the right to use the oxygen plant and explore gases generated in the steelworks
process developed in Cubato, as well as assumption of short-term indebtedness, in addition
to the issue, by Cosipa, of debentures convertible into shares, which were subscribed for by
Usiminas and converted into shares in October 2001, with its subsequent growing interest
from 32% to 93% of the total capital of Cosipa.
In 1999, following investment of US$ 852 million, the company launches the Countrys most
modern cold roll laminating line Cold Roll Laminating 2, with yearly production capacity of 1
million tons. In the same year, Unigal Ltda. (Unigal Usiminas), a steel plate galvanizing
company is created for the manufacture of automobiles, home appliances, civil construction,
among other.
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INTEGRATION (2005-2006)
Usiminas executed public offer for the acquisition of remaining shares issued by Cosipa,
withheld by its minority shareholders, held through auction in BOVESPA and finished on March
18, 2005 with the purpose of annulling the registration of public-traded company of Cosipa.
The registration of public-traded company held by Cosipa was annulled on April 5, 2005.
With capital going private, Cosipa commences to be the Companys wholly-owned subsidiary.
Also in 2005, the company discloses partnership with Grupo Techint and interest of 14.2% in
the steel company Ternium, thus forming a company with installed capacity of 12 million
tons/p.a. In November 2006, shareholders execute a new agreement, which strengthens the
control group and reaffirms the commitment towards the continuous improvement of its
production process.
RECENT INVESTMENTS (2007-2013)

In order to optimize the business, Usiminas carried out, over the last 7 years, a number of
investments in its several unities to improve the quality of its products, its production mix and
to optimize the production and flow of own iron ore.
In 2008, Usiminas acquired its iron ore mines, which consisted of a reserve of 2.6 billion tons
of iron ore in the region of Serra Azul MG, one of the biggest ore-producing states in Brazil.
In order to flow that ore, the company also acquired, in the same year, a land in Baa de
Sepetiba/RJ for transportation of iron ore for export and possible alternative for the Companys
future port installations.
Still in 2008, Usiminas acquired Zamprogna, until then the biggest independent ore distributor
and the greatest manufacturer of welded pipes in Brazil, thus increasing its distribution
network especially in the south of the country.
In 2009, Usiminas consolidated all of its steel processing and distributing companies into a
single company, thus creating Solues Usiminas.
The year of 2009 was also marked by the merger of the former Cosipa, for the purpose of a
synergy and optimization gain of human and financial resources.
On March 18, 2009, Usiminas announced the release of a new brand, starting up the great
reformulation in the architecture of its business. The new brand integrated the self-renewal
process of Usiminas, commenced in 2008 with the implementation of a distinguished
management model and renewal of the Companys business structure.
Still in 2009, the Company consolidated the group of its performance areas into four Business
Units: Mining, Metallurgy, Steelworks, Steel Transformation, and Capital Assets.
The most outstanding happening in the year of 2010 was the completion of two important
investments. Coke Oven 3, in Ipatinga, became operational to increase own generation of
coke, contributing to the reduction in the costs of Usiminas. CLC, an accelerated cooling
equipment of Thick Plates, brought to the product of Usiminas a new technology that lead it to
a new quality level. Such equipment allowed promising markets (such as those of oil and gas)
to access the products of Usiminas, in product categories that could not be met by the
company before.
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Still in 2010, Minerao Usiminas S.A. (MUSA) was created, through partnership with
Sumitomo Corporation and, subsequently, that company executed several agreements to
optimize its product production and flow. The company also executed an agreement with MMX
to use the Port in the region of Itagua, which will allow MUSA to have a port exportation
capacity as it increases its production level. In 2011, the company entered into cooperation
and joint mining agreements, aiming to increase its production capacity, with MMX, MBL and
Ferrous, in addition to having acquired the former contentious area.
Great investments were made in the year of 2011, such as the new Hot Roll Galvanizing Line
in Ipatinga, which increased the production capacity of the highest added value product of the
company, and the foundry line of Usiminas Mecnica.
The year of 2012 was marked by the entry of Ternium/Tenaris, replacing Votorantim and
Camargo Correa in the control group consisting of shareholders Nippon Steel & Sumitomo
Metal Corporation (new designation to Nippon Steel Corporation) and Previdncia Usiminas,
which executed a new Shareholders Agreement until 2031. The Company strengthened itself
to regain competitiveness by making efforts focused on key areas o four business, commercial
and industrial.
In 2012, a great cycle of investments in Metallurgy had come to an end. In the last five years,
around R$ 11 billion were inverted in the modernization of our metallurgical units and in the
increase of laminating and galvanization capacity for the production of higher added value
steel. The Company finished its new Hot Strip Mill 2 (HSM 2). With investments in the amount
of R$ 2.5 billion paid up since 2007, the equipment, installed in the Cubato plant (SP), is one
of the most modern in the world, with production capacity of 2.3 million tons/p.a. of hot-rolled
steels. By doing that, the company increases its offer of products focused on more added value
markets, such as the spare part, oil and gas, machinery and equipment industries, among
others. Additionally, the Company started to strongly perform in the search of more efficient
industrial processes and more integration with customers, seeking control of costs and CAPEX
and adapting them to the challenging context that the industrial sector faces.
In Minerao Usiminas the investments in total were R$ 554.8 million in 2012, mainly related
to the Project Friveis.
The year of 2013 was marked by the recovery of good results in the Companys operating cash
generation, which strengthened its competitiveness by making efforts focused on key areas o
four business, commercial and industrial. The Company worked over the year in the industrial
processes, continuously seeking operational stability, efficiency, and cost reduction, with rigid
discipline of controls.
The investments in 2013 totaled R$ 981 million, 40% less compared to the year of 2012, in
line with the Companys strategy of optimizing its CAPEX. The principal investments in 2013
were: the Project Friveis, expansion of the production capacity in Minerao Usiminas; new
Pickling line No.3, in the Cubato plant; and the reform of Coke Oven No.2, in the Ipatinga
plant, which is still ongoing.
On December 20, 2013 the shareholding of Usiminas in the capital of Automotiva Usiminas
S.A. (Automotiva) was fully sold to Aethra Sistemas Automotivos S.A. The sale of Automotiva
is in line with the Companys strategy to prioritize, in its portfolio, the transactions directly
associated with its principal activities, seeking to maximize its competitive positioning.
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In Minerao Usiminas, in 2013 investments reached R$ 317.3 million, mostly regarding the
Project Friveis. The year 2013 was marked by the beginning of the operations of the Ore
Treatment Installation (ITM), designated Samambaia, as an integral part of the expansion plan
of Minerao Usiminas, which estimates for 2014 the beginning of the operation of ITM
Flotation, where it will reach the total annual production capacity of 12 million tons.
Also, it was the beginning of the exploration of the mining rights leased of MBL, which borders
those of Minerao Usiminas S.A., in the region of Serra Azul (MG), which increases the
companys access to its reserves. The leasing is to last 30 years or until depletion of the
reserves.
6.4. Date of Registration with CVM
04/11/1994
6.5. Describe the principal corporate events, such as incorporations, mergers, spinoffs, incorporations of shares, disposals and acquisitions of corporate control,
acquisitions of important assets that the issuer or any of its subsidiaries or affiliated
companies have experienced in the last 3 fiscal years:
In the fiscal year ended December 31, 2013
a) Event
Disposal of subsidiary company Automotiva.
b) Major business conditions
On June 14, 2013, the Company executed with Aethra

Sistemas Automotivos S.A. (Aethra) a contract of purchase
and sale of shares (Contract), which established the whole
transfer of shareholding in the capital of Automotiva Usiminas
S.A. (Automotiva). The sales price (companys value),
based on the balance sheet of March 31, 2013, in the total
amount of R$210 million and, as established in the Contract,
will be adjusted based on the variation of the working capital
between that balance sheet and the closure, occurred in
November 2013. On December 20, 2013, after fulfillment of
the precedent conditions provided for in the Contract, the
operation of disposal was completed, for which the Company
received the total sum of R$140 million and recorded a
balance receivable of de R$16 million.
c) Companies involved
Automotiva Usiminas S.A.
d) Effects from the operation on the

shareholding structure, especially on
the controlling interest, of
shareholders with interest of more
than 5% and officers of the company
There was no effect resulting from this operation.
e) Shareholding structure before and

after operation
There was no change.
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a) Event
Capital increase in Minerao Usiminas.
On September 26, 2013, the capital contribution in Minerao

Usiminas S.A. was completed. In the transaction, the
Company increased capital by transferring the land of its
ownership in Itagua RJ, in the amount of R$ 246 million,
and the shareholders Serra Azul Iron Ore LLC and Sumitomo
Corporation do Brasil S.A., companies of Grupo Sumitomo
Corporation, contributed R$221 million, R$105 million being
destined to the capital and R$ 116 million to the capital
reserve of MUSA.
Usiminas, Minerao Usiminas, Serra Azul Iron Ore LLC and

Sumitomo Corporation do Brasil S.A.

e) Corporate structure before and after There was no change.

operation
a) Event
Downstream merger of Summit Empreendimentos Minerais

Ltda.

On October 26, 2012, Minerao Usiminas S.A. (MUSA),
with the purpose of taking operational synergy, merged with
its shareholder Summit Empreendimentos Minerais Ltda.
(SEM), a limited liability company, with main place of
business in So Paulo, State of So Paulo, in a downstream
merger.
MUSA and SEM

As a result of that merger, the shares representing the capital

of MUSA belonging to SEM were allocated to Serra Azul Iron
Ore L.L.C. and Sumitomo Corporation do Brasil S.A., sole unit
of interest holders of SEM.

after operation
There was no change in the shareholding structure of

Minerao Usiminas after the downstream merger of SEM.
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a) Event
Merger of Minerao Ouro Negro
On September 28, 2012, Minerao Ouro Negro was merged

by Minerao Usiminas
Minerao Usiminas and Minerao Ouro Negro


after operation

Minerao Usiminas after the merger of Minerao Ouro
Negro.
a) Event
Closure of the Activities of Usiminas Portugal

On November 30, 2012, the Company restructured its
shareholdings abroad, opting to close the activities of
Usiminas Portugal, a company located in Portugal. That
company was a subsidiary of Usiminas International.
Usiminas International and Usiminas Portugal


after operation

Usiminas International
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a) Event
Closure of the Activities of Fasal Trading Corporation
On August 3, 2012, the Company restructured its

shareholdings abroad and closed the activities of Fasal
Trading Corporation, located in Florida, in the United States
of America. That company was a subsidiary of Fasal Trading
Brasil.
Fasal Trading Brasil and Fasal Trading Corporation


after operation

Usiminas International
a) Event
Acquisition of Minerao Ouro Negro
On November 25, 2011, the subsidiary Minerao Usiminas

acquired 1,214 thousand common shares from the company
Minerao Ouro Negro, which represent the totality of its
capital.
Minerao Ouro Negro is a closely-held corporation, with
main place of business in the city of Itana, State of Minas
Gerais, whose main business objectives is iron ore mining and
trade.
Minerao Ouro Negro


after operation
There was no change in the shareholding structure of the

company after the acquisition of Minerao Ouro Negro.
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6.6. Indicate if the issuer filed any petition for bankruptcy, provided that it is based
on relevant value, or for judicial or out-of-court reorganization
There was no petition for bankruptcy in the last 3 fiscal years.
6.7. Provide other information as the issuer may deem relevant

In addition to the information above, the Company believes there is no additional relevant
information that must be provided in this item 6 of the Reference Form.
7. Activities of the issuer

7.1. Describe briefly the activities developed by the issuer and its subsidiaries
According to its values, vision and corporate identity, the Company consolidates the group of
its operations in four major business units:
1. Mining;
2. Steel production;
3. Steel transformation;
4. Capital assets.
In the mining business unit there is allocation of the mineral assets of the mine of Serra Azul,
located in the Iron Quadrilateral of Minas Gerais, and one back-up area situated in the Port of
Itagua, in the State of Rio de Janeiro. The business unit also has interest of the Company in
MRS Logstica S.A. (MRS), a concessionaire that controls, operates and monitors the Southeast Network of the Federal Railway Network.
The steel production activity counts on the plant of Ipatinga (MG) and Cubato (SP) and
Unigal Ltda., Joint-venture between the Company (70% interest) and Nippon Steel &
Sumitomo Metal Co. (30% interest), which processes hot-dip galvanized coils. Galvanized steel
is especially used in the automotive, household appliance, and civil construction industries.
Until February 2011, the activities of a subsidiary of the Company accounted for 14.25% of the
total capital. The Company sold its total interest in the company Ternium in February 2011.
Two private mixed use marine terminals also belong to the Steel business unit: the Private
Terminal of Praia Mole (TPPM), in Esprito Santo, in which the Company participates as jointlyowned assets, and the Private Marine terminal of Cubato (TMPC), in So Paulo, both situated
outside the Organized Ports of Vitria and Santos, respectively.
The business unit of steel transformation encompasses the companies Solues em Ao
Usiminas S.A (Solues Usiminas) and, up to November 2013, Automotiva Usiminas S.A.
(Automotiva Usiminas), which was sold to Companhia Sistemas Automotivos S.A. (Aethra),
as described in item 6.5. of this Reference Form.
Solues Usiminas (SU) was consolidated in 2009 and 2010 from the steel processing and
distribution industries Fasal, Rio Negro, Dufer, and Zamprogna NSG, and the industrial assets
of Usiminas, Usial and Usicorte. The capital of Solues Usiminas is divided among the
Company (68.9%), Metal One Corporation (20%) and the Sleumer family (11.1%).
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The company is specialized in the production of products and rendering of services from flat
steels and in its distribution.
The Company operates in the capital assets sector through Usiminas Mecnica S.A.
(Usiminas Mecnica), which provides high added value products, such as industrial
equipment and metallic structures, blanks and forged steel, several assemblies, railway cars,
casted for a number of industry sectors.
For more information about the activities of the Companys subsidiaries, please refer to 9.1.,
letter c of this Reference Form.
7.2. In relation to each operational sector disclosed in the last year-end financial
statements or, if any, in the consolidated financial statements, indicate the traded
products and services, revenue from the sector and its percentage of the Companys
net revenue, and profit or loss of the segment and its percentage.
a) Traded products and services

In the Steel Business Unit, Usiminas produces and trades the following flat rolled steel
products: plates, thick plates, hot-rolled products, cold-rolled products (uncoated products),
electro-galvanized and hot-dip galvanized products (coated products).
Plates: Primary products resulting from the continuous casting of carbon steel (from ultra-low
to high content) and/or micro bonded steel, of thickness ranging from 210mm to 260mm at
the Cubato plant, and of 200mm and 252mm at the Ipatinga plant, width ranging from 700 to
2,000 millimeters and minimum height of 2,450 millimeters. The plates are basic inputs for the
production of flat products. However, they can also be sold to clients.
Thick plates: Products resulting from hot rolling of steel plates, whether followed or not by
thermal treatment, ensuring a wide range of mechanical properties, so that mechanical
resistance limit values of 1000 MPa may be reached. As for dimensions, thickness may range
from 6.0 to 150.0 millimeters, width from 900 to 3,900 millimeters, and height from 2,400 to
18,000 millimeters. The thick plates may be provided under the condition of conventional
rolling, controlled rolling or controlled rolling followed by accelerated cooling (TMCP). Those
produced by conventional rolling may be supplied with thermal treatment, such as
normalization, quenching and tempering. Those products may be applied in infrastructure
businesses, civil construction (including bridges, hangars, and buildings), maritime platforms,
large-diameter pipes, agricultural and mining tools, and power plants.
Hot-rolled steels/Hot strips: Those products may be traded as coils or sheets and may reach
high levels of mechanical resistance, around 800 MPa. In relation to thickness, they may
contain materials from 1.5 to 20.0 mm and, as for width: between 715 and 2,050 mm. The
principal consuming sectors are spare parts, small and large diameter tubes, civil construction,
heavy structures, machinery and equipment, railway and highway equipment, agricultural tools
and components of electrical and electronic appliances.
Cold-rolled steels: Those products are traded as coils and sheets and may have high level of
mechanical resistance, of 1000 MPa. In dimensional terms, they may be supplied with
thickness ranging from 0.20 to 3.0 millimeters and width between 750 and 1,860 millimeters.
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Thin sheets and cold-rolled coils are applied in the automotive and spare part sector,
packages, small-diameter tubes, as well as products of the civil and furniture sectors.
Galvanized products: Consist of cold-rolled zinc-coated coils (or zinc-iron alloy). Galvanization
consists of superficial coating of iron with metallic zinc, of one or more sides, applied through
hot-dip (hot-dip galvanized) or electrolytic (electro-galvanized) process. The galvanized
products are especially applied in automotive vehicles, civil construction (tiles, partition walls,
gutter pipes etc.), electric appliances, electronic articles, storage tanks, and agricultural
equipment. Hot-dip galvanized and electro-galvanized products are produced in the plant of
Ipatinga.
Galvanization is one of the cheapest and most efficient processes to protect steel against the
corrosion caused by the exposure to water and atmospheric humidity. The Company produces
galvanized sheets and coils in continuous processing lines through hot-dip, with thickness
ranging from 0.40 millimeters to 3.00 millimeters and width between 700 millimeters and
1,830 millimeters and, in the electrolytic galvanization line, with thickness between 0.40 and
2.00 millimeters and width between 700 millimeters and 1,650 millimeters. Both processes
result in highly adherent zinc-coated products.
In the Business Unit of Capital Assets, Usiminas counts on Usiminas Mecnica, which ranks
among the countrys biggest companies of capital assets. The Company operates with Metallic
Structures, and in the Naval and Offshore, Oil & Gas, Industrial Equipment, Industrial
Assemblies, Casting and Railway cars sectors.
In the Business Unit of Steel Transformation, Solues Usiminas operates in the distribution
and service markets as well as in the production of small-diameter tubes, offering its high
added value products to its clients. The Company has capacity of processing more than 2
million tons of steel a year in its 10 industrial units, strategically distributed in the States of Rio
Grande do Sul, So Paulo, Minas Gerais, Esprito Santo, Bahia and Pernambuco. In addition to
the cutting services of the steel products, Solues Usiminas produces Forged Products and
Blanks for a number of economic sectors, such as Automotive, Spare Parts, Civil Construction,
Distribution, Electric Appliances, Machinery and Equipment, Household Appliances, among
others. Please find below a description of those items.
Stamped Products: Stamped products mainly consist of cold-rolled and electro-galvanized
sheets and coils, cut and stamped in special formats. Stamped products include automotive
parts and frameworks (chassis).
Blanks: Are thick hot- or cold-rolled or electro-galvanized sheets, or coils, cut in special
formats (blanks), stamped and automotive parts and engineering services, produced and
processed in the services and distribution centers of the Company.
Still in the Steel transformation Business, Solues Usiminas industrializes coils and sheets
supplied by Usiminas in products such as several blanks, soldered sets, cylinders, welded
tubes. On top of that, the company renders services such as transversal and longitudinal cut,
laser welding, cleaning and others, and distributes coils and sheets supplied by Usiminas.
In the Business Unit of Mining, Minerao Usiminas holds mineral assets with potentially
mineable reserves estimated in 2.6 billion tons. In 2013, the sales of Minerao Usiminas
totaled 6.8 million tons of iron ore, 62% of which to Usiminas and 38% to other clients.
Other Products: Consist of special products and services generated in the steel production
process or in the support process of steel production. It is worth mentioning the following
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products: casted, forged, non-rolled products (such as sludge and slag), carbo chemicals
(benzene-toluene-xylene BTX, ammonia, bitumen, naphthalene and tar), services of new
rolling of plates and assets disposed of (such as old engines, non-ferrous scrap iron,
deactivated equipment). Casting of the Company in Ipatinga is the greatest casting in South
America when it comes to size of parts on demand for own use and for external clients and
other metallurgical companies. Casted parts are produced as designed for a number of
machines of hydroelectric power, mining and metallurgical plants, paper mills, among others,
in steel, casted iron and other metals. Finally, the Company produces forged bars in Ipatinga.
b) Revenue resulting from the sector and its percentage of the issuers net revenue and c)
profit or loss resulting from the sector and their percentage of the issuers net profits
The tables below show the revenue resulting from each Business Unit and its percentage of the
Companys net revenue, as well as of the operational profit or loss resulting from each
Business Unit.
At December 31, 2013
In thousand reais
MINING
STEEL
PRODUCTION
STEEL
TRANSFORMATIO
N
CAPITAL
ADJUSTMENT
CONSOLIDATED
ASSETS
COMPANY
Net Revenue from

Sales
Domestic market
Foreign market
Cost of Products Sold
Gross Profit
1,136,097
11,336,465
2,463,791
972,332
(3,079,218)
12,829,467
1,024,434
10,185,002
2,443,053
959,893
(3,079,218)
11,533,164
111,663
1,151,463
20,738
12,439
(502,900)
(10,569,533)
(2,228,537)
(921,618)
2,868,924
(11,353,664)
633,197
766,932
235,254
50,714
(210,294)
1,475,803
(124,177)
(567,193)
(198,332)
(71,765)
5,343
(956,124)
1,296,303
Operating
(Expenses) Revenues
Operating Profit
(Loss) before Financ.
509,020
199,739
36,922
(21,051)
(204,951)
519,679
EBITDA
582,262
1,151,028
90,196
5,686
(22,746)
1,806,426
51.3%
10.2%
2.9%
-1.0%
7.14%
71.26%
15.49%
6.11%
EBITDA MARGIN
14.1%
Percentage of
Consolidated Net
Revenue
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In thousand reais
Net Revenue from

Sales
MINING
STEEL
PPRODUCTION
STEEL
TRANSFORMATION
CAPITAL
ASSETS
ADJUSTMEN
TS
CONSOLIDATED
898,537
11,452,533
2,077,086
1,017,371
(2,734,646)
12,710,881
Domestic market
669,154
9,053,942
2,045,724
1,015,049
(2,670,993)
10,112,876
Foreign market
229,383
2,398,591
31,362
2,322
(63,653)
2,598,005
(341,994)
(11,488,927)
(1,887,065)
(997,214)
2,485,503
(12,229,697)
556,543
(36,394)
190,021
20,157
(249,143)
481,184
Operating
(Expenses)/Revenue
(151,246)
(571,188)
(183,228)
(55,967)
7,220
(954,409)
Operating Profit
(Loss) before Financ.
405,297
(607,582)
6,793
(35,810)
(241,923)
(473,225)
EBITDA
439,256
276,995
59,724
(10,566)
(68,821)
696,588
EBITDA MARGIN
48.9%
2.4%
2.9%
-1.0%
Percentage of
Consolidated Net
Revenue
5.82%
74.15%
13.45%
6.58%
Cost of Products Sold

Gross Profit
5.5%

In thousand reais
Net Revenue from

Sales
MINING
STEEL
PRODUCTIO
N
STEEL
TRANSFORMATION
CAPITAL
ASSETS
ADJUSTMEN
TS
CONSOLIDATED
974,253
10,421,067
2,148,859
1,418,709
(3,060,929)
11,901,959
Domestic market
822,251
9,047,223
2,107,330
1,417,536
(3,048,996)
10,345,344
Foreign market
Cost of Products
Sold
152,002
1,373,844
41,529
1,173
(11,933)
1,556,615
(270,272)
(10,230,829)
(1,976,996)
(1,234,875)
3,105,181
(10,607,791)
703,981
190,238
171,863
183,834
44,252
1,294,168
(99,067)
5,597
(668,316)
Gross Profit
Operating
(Expenses)
Revenues
(138,308)
(244,156)
(192,382)
Operating Profit
(Loss) before
Financ.
565,673
(53,918)
(20,519)
84,767
49,849
625,852
EBITDA
603,666
463,327
40,542
111,905
44,252
1,263,692
62.0%
4.4%
1.9%
7.9%
6.51%
69.65%
14.36%
9.48%
EBITDA MARGIN
Percentage of
Consolidated Net
Revenue
10.6%
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7.3. In relation to the products and services corresponding to the operational sectors
disclosed in item 7.2. , describe:
Mining
a) Characteristics of the production process
The production process consists of extraction (excavation, perforation and handling) and
processing (crushing, cleaning, concentration) of iron ore. The technology used in its extraction
process is national, originated from its predecessor, J.Mendes, now acquired, and continuously
improved by the Company, always in line with the sustainability of its business and its
expansion projects. The yearly production capacity is 8.0 million tons of iron ore. Mining
machines, equipment and facilities are covered by the Companys corporate insurance policy.
Preventive maintenances are performed from time to time by the company in compliance with
its plans and safety policies.
b) Characteristics of the distribution process

In the year 2013, 62.5% of the total sales volume was sold to the Plants of Ipatinga MG and
Cubato SP, which belong to Usiminas, and the remaining part, destined to the domestic
market, sold without intervention of third parties, commissioners or dealers, part of the total
sold to the external market had the intervention of dealers. In 2012, the total amount sold to
the plants belonging to Usiminas was 70.9% and, in 2012, it was 77.8%. Such reduction is due
to the greater sale to the other clients in the domestic market and the participation in the sales
destined to the external market.
The distribution process is mainly performed through highway transportation contracted with
independent carriers and transportation companies of the Company until the railway terminals
situated in Itana and Sarzedo, State of Minas Gerais. The responsibility for the other
distribution phases is defined according to the commercial contract, which occurs through
railway transportation until the plants belonging to Usiminas or until the port terminals, when
they are destined to the external market.
c) Characteristics of the operation markets

In the year of 2013, the global demand for iron ore increased 5% compared to 2012, reaching
1,874 billion tons. Out of that total volume, the percentage of the demand for ore importation
in China was 40%, accounting for an 11% growth compared to 2012. The average price of iron
ore in 2013 was higher than in the previous year, which was associated with the growing
production of steel in China and its dependence on import of that raw material. Minerao
Usiminas produced in this year 6.5 million tons.
In the midst of an environment filled with uncertainties, the year of 2012 was challenging to
the global economy, which grew below the long-term trend for the second consecutive year.
The generalized fall in the prices of ores was one of the consequences for the adverse
macroeconomic scenario. The prices of iron ore became much more volatile, which showed
great volatility of reduction, especially in the third quarter of the year.
In 2011, although the prices of iron ore have beaten record during the first semester of the
year, as from the end of the third quarter, the international economy moved backwards,
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showing slowdown levels, resulting especially from the stagnation in the developed countries
and mild growth of the emerging economies. In the domestic market, the countrys growth
displays signs of robustness, accounting for 2.7% of the PIB 27, according to data of IBGE28.
The prices of iron ore in the first semester of the year had more favorable levels compared to
the last fiscal year, becoming less intense in the second semester due to some uncertainties
especially in the maintenance of the growth rhythms of the great Asian markets, buyers of iron
ore. The company ended its activities in the fiscal year of 2011 with a production of 6.3 million
tons, flowed to its own Plants, clients both in the domestic and external markets.
The extraction of ore takes place in mineral concession areas authorized by DNPM29, both in
own or third parties mining areas.
d) Possible seasonality
None.
e) Principal supplies and raw materials

The principal supplies and raw materials acquired are fuels (diesel fuel, gasoline), whose
market is regulated by ANP Petroleum National Agency, while explosives for civilian use are
regulated by the Ministry of Defense and electric energy regulated by ANEEL.
i) Description of the relations maintained with the suppliers, including whether they are
controlled or regulated by government, with indication of the bodies and the corresponding
applicable law
The company has executed long- and short-term contracts with fuel suppliers that do not
belong to the companies of Usiminas in order to serve all units of the Companies of
Usiminas, negotiating better prices due to the volume consumed. In regard to the
explosives, the company has also executed long- and short-term contracts with suppliers
that do not belong to the companies of Usiminas in order to supply most of its supplies, and
acquires a minor part of several suppliers available in the market. The supplies are subject
to specific regulation. The fuel markets (diesel fuel, gasoline) are regulated by ANP
Petroleum National Agency (ANP Resolution No. 12, of March 21, 2007), and the explosives
for civilian use are regulated by the Ministry of Defense (Decree No. 3665, of November 20,
2000).
ii) Possible dependence on a few suppliers

The supply of the supplies and raw materials the Company needs is contracted with a
diffused base of suppliers. Therefore, the Company is not limited to a few suppliers to
acquire those supplies and raw materials.
iii) Possible volatility in its prices
27
Gross Domestic Product

Brazilian Institute of Geography and Statistics
29
National Department of Mineral Production
28
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There is no important volatility in the prices of the supplies and raw materials acquired by
the Company, except the fuels influenced by variations related to the behavior of the price
of petroleum in the international market.
Steel production
The Plants of Ipatinga and Cubato are integrated. Please find below a brief summary of the
steel production process.
- Raw material yards

The principal raw materials used in the production of steel in integrated plants are charcoal,
iron ore, limestone, dolomite and manganese. Iron ore and charcoal are stored in raw material
yards. Next, they are homogenized, sifted and calibrated for usage in the coke furnace and in
the blast furnaces.
- Coke furnace
The mixture of charcoals (high, medium and low volatile charcoals and soft charcoals) is
crushed and heated in vertical furnaces for removal of their volatile components. This
distillation process transforms charcoal into coke, which is the fuel of the blast furnaces, thus
providing heat and acting as a reducer. Such process also produces gas as byproduct, used by
the plants in the burning of their furnaces, as well as a fuel source for their own generators.
Please refer to Raw materials. Furthermore, the volatile components are processed to
originate coal tar and other light oils sold on market.
- Sintering Plant
After the homogenization and sifting processes, the iron ore powder and the charcoal powders
are mixed together with other materials (coke breeze, limestone, dolomite, dunite and
anthracite) and processed to create agglomerate called sinter. Those raw materials are mixed
and arranged in rolling mats, whose initial part has ignition furnaces that starts the combustion
of coke and anthracite of the mixture. Next, through air suction, the combustion of the mixture
is kept until it is totally burned, when also the particles resulting from the mixture of iron ore
fine and other additions go through a superficial fusion, agglomerate and form a cake. After it
is crushed and sifted, this cake will produce lump sinter in appropriate dimensions for usage in
the blast furnaces, together with iron ore pellets and coke.
- Blast furnace
The blast furnace is loaded with sinter, coke, lump ore and pellets. During the process, the air
is blown by special compressors, passes through a heat process in heat regenerators and is
blown into the blast furnace through special vents, promoting the combustion of coke and
injected charcoal. That combustion especially generates the reducing gas carbon monoxide,
which will react with oxygen of iron oxides (found in sinter, pellet and lump ore) in the upper
part of the blast furnace, absorbing oxygen, generating carbon dioxide and releasing the metal
iron. In the lower part of the blast furnace, where coke and injected charcoal are burnt, iron
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and other impurities are casted in two phases, pig iron (which basically consists of iron and
carbon) and slag, which mainly consists of oxides, calcium and magnesium. The compound
mainly formed by iron and around 4% of carbon that it absorbs in contact with coke is called
pig iron, which is the principal raw material for the steel manufacturing.
- Steel Mill
In the steel mill, liquid pig iron, together with steel scrap, in addition to other additives in small
volume such as manganese, nickel and aluminum ores, after being loaded into the converter,
pass through oxygen blowing that starts the combustion of carbon of pig iron, thus reducing its
content in the iron-carbon alloy and generating heat to cast the scraps and other additives.
The alloy with less than 2% of carbon is called steel. Generally, that carbon content is from
0.0030 to 0.15%. In addition to the blowing into the converter, there are other supplementary
metallurgical processes, such as desulphurization, degasification and desilication, performed in
specific equipment and pans, according to the metallurgical and mechanical characteristics
intended for the end product. In the steel mills, there is the continuous casting, in which liquid
iron is put for solidification over roller tables with special cooling systems. Since the entire
process is cooled, there is fast and superficial solidification of steel, thus forming plates with
thickness from 200 to 250 millimeters, and then they are deburred and stored. This way, liquid
pig iron is converted into steel, which may be then refined according to the standard
specifications or the requirements of the clients. When it is ready, the steel is converted into
plates that will be rolled or sold as semi-finished products.
- Hot Rolling Line

In the hot rolling line, the plates are heated again and then processed in the blooming mills,
thus generating sketches. These are transferred through roller tables to the finishing mill,
which is a set of six rollers in sequence that reduce the thickness of the sheet from 1.5 to 20
millimeters, and then the plate is transformed into hot-rolled coils.
- Pickling Line
In the pickling line, the hot-rolled coils pass through a cleaning process for removal of oxides
generated due to the high temperature of the rolling process through a chemical process. The
resulting material may be sold for specific usage (such as rerolling) or used as raw material in
the cold roller.
- Cold Rolling Line

After the pickling process, the material passes through the cold strip roller, which reduces the
thickness to thicknesses of up to 0.2 mm; subsequently, this material is sent to annealing and
hardening rollers for adjustment of mechanical property, flatness and superficial rugosity. In
this case, the resulting product is cold-rolled coils.
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- Coating Lines (Galvanization)

There are three galvanization lines at the Company: 2 by hot-dip and 1 by electroplating. In
the electrolytic galvanization line, the already annealed and hardened material resulting from
cold rolling is received and processed in Zn bath, which is put through electroplating in one or
both sides of the sheet. The end product of that line is therefore a cold rolled material with zinc
coating in one or both faces, designated electro-galvanized.
On its turn, in the Unigals hot-dip galvanization lines, the full-hard cold rolled material passes
through annealing process and then is dipped in a casted zinc bath.
When it goes out of the pot with liquid zinc, it receives, before its solidification, nitrogen jet,
which must adjust the coating thickness. Since this is an immersion process, this type of
galvanization only allows coating in both faces of the sheet.
- Maintenance
The metallurgical plant is subject to scheduled maintenance from time to time. Rollers and
coating lines generally are maintained on a semiannual or weekly basis, while blast furnaces
and other important operational equipment are maintained on a monthly, semiannual or yearly
basis.
- Unigal
Unigal Ltda. performs the galvanization of the cold rolled coil through hot-dip process, with
generation of zinc-coated coil (refer to the Coating line galvanization previously presented).
- Insurances
The insurance policies kept by the Company and some subsidiaries offer coverage deemed
sufficient by Management. On December 31, 2013, the Company and some of its subsidiaries
had insurance policies for buildings, goods and raw materials, equipment, machinery, real
estates, objects, utensils and facilities that form the insured establishments and the
corresponding premises of the Company, Automotiva Usiminas, Usiminas Mecnica, Unigal and
Usiroll, whose value at risk was US$28,299,921 thousand (December 31, 2011
US$28,299,921 thousand), an insurance policy of operational risks (All Risks) with maximum
indemnity limit of US$1,000,000 thousand per claim. On December 31, 2013 and 2012, the
maximum deductible amount for material damages was US$7,500 thousand and, for coverage
of loss of profits (loss of revenue), the maximum deductible was 21 days (delay time). This
insurance is to terminate on June 30, 2014.
- Production
In the year of 2013, the plants of Ipatinga and Cubato produced 6.9 million tons of crude
steel, 4.5% less than the production of crude steel in the year of 2012. In 2012, the
production in those plants was 7.2 million tons of crude steel, 6.9 higher than the production
of crude steel in the year of 2011, which was 6.7 million tons.
Rated capacities of production of Usiminas are distributed according to the following table:
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Nominal Capacity
Line
(thousand ton/year)
Plant of
Ipatinga
Thick plates
Hot-rolled laminates
Cold-rolled laminates
Plates
Galvanized
Electro-galvanized
Hot Dip Galvanized
Plant of
Cubato
1,000
3,600
2,500
5,000
1,000
4,400
1,200
4,500
360
1,050

Usiminas currently counts on a logistic structure that is made up of thirteen distribution
centers and eight customer deposits, in addition to two ports. Such structures are almost
entirely situated in the South-east and South regions, which are strategic areas for the
efficient service of the principal clients. Together with the quality of its products and services,
the service structure has allowed the company to stand out as the biggest supplier of flat
steels for the principal consuming sectors of the country.
To serve the domestic market with assistance guarantee at the level of service agreed upon,
the company strategically explores both Brazilian railway and railroad networks, as well as
growing use of coastal trade to serve North and Northeast markets of the country. Both in
flow and supply operations, Usiminas counts on services rendered by two great railway
companies, MRS logstica S.A., in which it participates with 20% of Voting Shares, and VLI,
this one with FCA Ferrovia Centro Atlntico and Vitria-Minas Railway, and with around 26
railroad carriers, including Rios Unidos, a company of Usiminas group.
To serve the external market, the company counts on the structure of two marine terminals.
Exports of products produced in the Plant of Cubato are paid up directly through the Cubato
Terminal, while products produced in the Plant of Ipatinga are exported through the Praia Mole
Terminal.

The principal focus of the metallurgical business of Usiminas is the domestic market. In the
year of 2013, the total sales amounted to 6.2 million tons, 87% of which destined to the
domestic market, which corresponds to 5.4 million tons of products. Such movement
originates from the strategy of seeking higher sales profitability, allocating volumes of
exportations to sales to the domestic market. The principal destinations for the exportations of
Usiminas were Argentina, China, USA, Colombia and Chile.
In the domestic market, Usiminas trades a varied range of products for the Automotive,
Industrial, White Line and Civil Construction sectors. Among them, the Automotive sector
points out as focus and accounted for 32% of the sales of Usiminas in 2013. In addition,
Usiminas vigorously operates in the steel distribution market, through Solues Usiminas, of
clients that are partners of Rede Usiminas and of sales to the other distributing clients.
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Usiminas Regional Distribution of Sales of Flat Laminates (%):

Description
2011
2012
2013
100
59
13
100
60
14
100
60
14
Rio Grande do Sul
Rio de Janeiro
Paran/Santa Catarina
North/Northeast
Mid-West /ES
Domestic market
So Paulo
Minas Gerais
Usiminas Sectorial Distribution of Sales (%):

Markets
Automotive
Industrial
White Line
Large Network
Civil Construction
2011
2012
2013
35
17
7
33
33
19
6
33
32
16
7
35
10
Does not include plates.
The Brazilian market of flat steels consumed 14.8 million tons in 2013, out of which 89% of
the volume was supplied by the local plants and 11% by imports. The comparison with the
previous year shows growth acceleration (5%) after rise of 3% in 2012. The evident
consumption growth in 2013 surpassed the forecast prepared in the beginning of the year, of
approximately 2.5%, and was higher than the historical average of 4% in the last 10 years.
Even with the devaluation of Brazilian real to less attractive levels to imports, the volume of
1.7 million tons of imports astounded. In comparison with 2012, there was reversal of -6%,
and China remained as the principal origin of imports (51% of the total volume), followed by
Russia (12%) and Korea (10%). Another challenge the local metallurgical company faced is
the indirect steel imports, estimated in 5.6 million tons. Out of that total volume, around 3.9
million tons would correspond to flat steels found in imported end products. It is also
estimated that two thirds of those indirect imports of flat steels are due to the import of
machinery and equipment, vehicles and spare parts.
Despite the challenges, the environment for steel production tends to have benefits by the
stronger resumption of the industrial investments, especially in infrastructure, and by the
sustained good rhythm of consumption of durable goods noted in the last years. There is also
expectation that commercial defense measures and policies supporting the local industry may
improve the business environment for the national steel production.
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Historically, in the months of December, January and February there is a slightly smaller
demand due to pauses and blanket vacations that occur in several companies consuming steel.
Considering this seasonality , the sales planning of the companies of Usiminas seeks to
consider the compatibility of those variables while seeking to maintain the production stable,
offsetting internal fluctuations with exportations to other markets.
Physical Sales (thousand tons)
Market
1Q13
2Q13
3Q13
4Q13
2013
Domestic market
Foreign market
1,226
365
1,428
144
1,453
112
1,299
193
5,407
813
TOTAL
1,591
1,572
1,565
1,492
6,220
Seasonality of markets in accumulated sales throughout the year:

Domestic market
Foreign market
Total Share
22.7%
44.9%
26.4%
17.7%
26.9%
13.7%
24.0%
23.7%
100%
100%
25.6%
25.3%
25.2%
24.0%
100%
Market shares in relation to the total sold in the period:

Domestic market
Foreign market
TOTAL
77.1%
22.9%
100%
90.9%
9.1%
92.9%
7.1%
100%
100%
87.1%
12.9%
86.9%
13.1%
100%
100%

Market
Domestic market
Foreign market
TOTAL
1T12
2Q12
3T12
4T12
2012
1,246
1,327
1,262
1,209
5,044
267
561
487
522
1,837
1,513
1,888
1,749
1,731
6,881

Domestic market
Foreign market
Total Share
24.70%
14.53%
26.31%
30.54%
25.02%
26.51%
23.97%
28.42%
100.00%
100.00%
21.99%
27.44%
25.42%
25.16%
100.00%

Domestic market
Foreign market
TOTAL
82.35%
17.65%
70.29%
29.71%
72.16%
27.84%
69.84%
30.16%
73.30%
26.70%
100.00%
100.00%
100.00%
100.00%
100.00%
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Market
Domestic market
Foreign market
TOTAL
1T11
2Q11
3T11
4T11
2011
1,230
1,343
1,162
1,136
4,871
358
240
243
204
1,045
1,588
1,583
1,405
1,340
5,916

Domestic market
Foreign market
Total Share
25.25%
34.26%
27.57%
22.97%
23.86%
23.25%
23.32%
19.52%
100.00%
100.00%
26.84%
26.76%
23.75%
22.65%
100.00%

Domestic market
Foreign market
TOTAL
77.46%
22.54%
84.84%
15.16%
82.70%
17.30%
84.78%
15.22%
82.34%
17.66%
100.00%
100.00%
100.00%
100.00%
100.00%
e) Principal supplies and raw materials, informing:
applicable law
in relation to the Energy resources (electrical energy and gas), Usiminas maintains a longterm relation with the strategic suppliers in order to maintain the supply of electrical energy
and other energy resources. Those suppliers are evaluated by their performance in
complying with the contracts and delivering the products.
The electrical energy supply nowadays is executed in the free energy market, which allows
the purchase of energy from any generator and/or energy trader, the local distributor being
in charge of delivering the product.
On the other hand, the natural gas supply is executed only by the local concessionaire,
which is entitled to supply the product in its concession region. Such scenario may be
changed with the new gas law that is about to change the gas market to a market similar to
that of electrical energy.
The electrical energy supply is regulated by the Federal Government through ANEEL
(Brazilian Electricity Regulatory Agency) and controlled by other bodies/entities, such as:
ONS (National System Operator), CCEE (Chamber of Commerce of Electrical Energy),
among others.
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The natural gas supply is regulated by state bodies which define the rates of the product.
The other energy resources are not regulated, however, the suppliers are tied up to a single
producer.
With regards to Charcoal, Usiminas has executed long-term contracts with strategic
suppliers to provide part of its supply chain related to solid fuels. Such suppliers are
evaluated for their contractual and global financial performance, as well as flexibility in
delivery. Since they are imported raw materials, safety stocks are maintained to reduce the
risk of destocking caused by occasional logistic impacts.
As for green petroleum coke, the supply is basically executed by a national supplier and
periodically by foreign suppliers of several sources.
In relation to metals and other supplies, we try to keep a long-term relation with the
suppliers, esteeming the good relation and continuity of supply. We incessantly search for
new agents in the market in order to maintain the competition healthy and take advantage
of the opportunities. All suppliers are continuously evaluated and we always strategically
plan the best purchase. We evaluate the suppliers for their capacity to serve the volume of
Usiminas, quality/performance of the materials, environmental controls and labor
conditions. In general, the suppliers have stocks of materials in their plants to serve the
Company.
Usiminas has always remained open to new suppliers and we have no supply issues with our
partners.

In relation to Energy Sources (electrical energy and gas), the electrical energy supply has
no dependence on a single supplier; however, the consuming unit must execute contracts of
usage of the electrical system with the local distributor in case it is linked to the distribution
network or with ONS, in case it is linked to the basic network. Currently Usiminas has
supply contract with CEMIG until 2019.
As for the supply of the other energy resources, although there is more than one supplier,
there is a great dependence on a single producer; namely, Petrobrs.
In relation to Charcoal/Coke, there is no explicit dependence on any specific supplier.
However, we intend to develop long-standing relations. We have a wide range of suppliers
with materials of superior quality that we try to favor in our acquisition base.
With respect to metals and other supplies, in some specific cases we have only one supplier,
but these are not the majority. The materials bought are always materials approved by the
technical area and developed jointly. There is a continuous investment in the homologation
of new suppliers and products. Most of the disbursement is concentrated on few materials
and generally they have few supply options.

In relation to Energy Sources (electrical energy and gas), the prices of the electrical energy
contracts are negotiated among the parties and readjusted on a yearly basis with indexes
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checking inflation (IGP-M30 and IPCA31). As for the rates for using the system, they are
regulated by ANEEL and adjusted on a yearly basis.
The rates charged for the other energy resources highly depend on the prices of refineries
of Petrobrs, reason why their volatility is related to the readjustments performed by
Petrobrs to the distributors.
In relation to Charcoal, the prices are readjusted on a semiannual, quarterly or monthly
basis, according to the marketing characteristics and the contracts with the suppliers.
Concerning metals and other supplies, we have volatility in the prices of most of the
materials bought. The prices of many of them are linked to the prices of the international
market. Now and then we make hedge to reduce this effect and have a better budgetary
foreseeability. We always seek negotiations with more extended term and fixed prices
whenever applicable.
Steel transformation

The production process of the steel transformation sector occurs as follows:
Solues Usiminas performs two principal activities, (i) transforms the products flat steels into
coils and thick plates into regular or figured sheets, cylinders, blanks, welded tubes, among
others and (ii) stores and distributes the products supplied by the steel production unit , as
needed by different clients.
The sector of steel transformation aggregates:
Solues Usiminas is the biggest center of services in flat steel of Brazil and represents
convenience to the clients because of the steel management, from acquisition to delivery,
always in compliance with the most demanding standards of quality and specifications.
Solues Usiminas has own insurance policy for its equipment, buildings and other assets.

The steel transformation sector has regional service centers analyzing the needs of every client
and offering customized products, such as processed flat steels (several cuts), scheduled Justin-time deliveries, fractionation of deliveries, among others. The benefits to the clients are:
flexibility, lower lead time, reduction of stocks, availability of room in their plants, among
others.
Solues Usiminas has capacity to process more than 2 million tons of steel p.a. in its 10 sites
in Guarulhos, Taubat, Campo Limpo Paulista, Porto Alegre, Camaari, Santa Luzia, Betim and
Suape. It serves the following sectors: automotive, civil construction, distribution, electric
appliances, machinery and equipment, household appliances, among others. Thus, Usiminas
strengthens its presence in the several sectors consuming steel by increasing the portfolio of
products and services and better understanding their needs.
30
31
General Index of Market Prices

Extended Consumer Price Index
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At Solues Usiminas,
transportation.
the
distribution
process
is
principally
executed
by
highway

As described in this item for the steel production sector.
e) Principal supplies and raw materials
applicable law
At Solues Usiminas, the principal raw material in the production process consists of steel
coils, acquired almost entirely from the supplier Usiminas, situated in the same country.
The suppliers operating the steel transformation sector are companies of Usiminas and that,
therefore, foster a good relation among the production units and the corresponding
suppliers. The supplies described above are subject to the same authorities and regulation
described in item 7.5 of this Reference Form.

At Solues Usiminas, the principal supplies are acquired from the suppliers of Usiminas,
situated in the same country.
Solues Usiminas does not significantly depend on suppliers that do not belong to
Usiminas, and is not subject to important risks of supply.

At Solues Usiminas, the principal supplier is its controlling company (Usiminas).
Occasional volatilities in the prices of the goods are related to the oscillation in the price of
the products that the Company sells or in the price of the raw materials and other supplies
used in the production process.
Capital assets

Subsidiary of the Company in the sector of capital assets, Usiminas Mecnica ranked among
the greatest companies of capital assets of Brazil. The company operates in the following
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business areas: Metallic Structure and Bridges, Industrial Equipment, Industrial Assemblies,
Blanks and Stamping, Casting and Railway Cars.
The production process in the sector of capital assets starts from the technical specification
and drawings of the equipment, bridges, structures and so on, until their final assembly, which
is presumed cuts of sheets, special welding, tests, assemblies in the factory and, in the event
they are contracted, transportation and assembly in loco.
Among the numberless markets in which the company operates, nowadays the focus is on the
following sectors:
1. Metallic Structures and Bridges: Engineering, Supply and Assemblies of Metallic
Structures for plants and industrial buildings in the areas of civil construction, mining,
refineries and metallurgy, including projects of airport facilities, railway, port and
airport infrastructure, as well as for the 2014 FIFA World Cup and Olympic Games
2016;
2. Naval/Offshore: Equipment for the E&P32 area - Petrobrs, process modules for FPSOs,
components for fixed platforms, blocks of small and medium sized ships (up to 200
tons), Plets, Plems;
3. Oil & gas: Medium and large sized equipment (up to 250 tons) for petrochemical
industries, refineries, fertilizer factories and industrial plants;
4. Metallurgy and Mining: Integrated solutions and turnkey projects, such as vacuum
degasification systems, coke furnaces;
5. Energy: Equipment and components for generation of hydroelectric, thermoelectric and
aeolic plants;
6. Industrial Assembly: electromechanical assembly services, systems and constructions
for plants and industrial units of mining, steel production and oil & gas sectors;
7. Cars: Engineering and Supply of cable car/GDU type railway cars, PEE, Telescopes FTT
(Cellulose), Platforms and others. Capacity of up to 3,000 cars/p.a. Supplies to all great
railway operators in Brazil, with emphasis on VALE, MRS, FCA, ALL, as well as different
companies, such as Eldorado (Cellulose), Usiminas etc. GDU type, being 220 units for
Vale and 360 units for MRS;
8. Casting: Total capacity of 25,000 tons/p.a., being 2,000 tons for large dimension parts
(up to 80 tons each one), and other 23,000 tons for parts of up to 3 tons each on,
through
automated
system
focused
on
the
railway
(bogies,
sleepers),
automotive/agricultural sectors (parts for harvesters, tractors).
Being executed at the moment, the following long-term projects are worth mentioning:
32
Supply of furnaces, platforms, towers and bell mouths for Petrobrs;
Supply and assembly of storage tanks for Petrobrs;
Blanks for aeolic towers, agricultural and railway tools and the naval industry;
Manufacturing and assembly of shipyard for Brasfels;
Disassembly and assembly of Furnace for Minerao Ona-Puma Vale;
Exploration and Production
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Reform of Coke Furnace No. 3 Usiminas;
Supply of steel beams for changing ways of the urban transportation railway cars So
Paulo Project - Tiradentes Express Bonbardier Transportation Brasil Ltda.;
Electromechanical Assembly Services for Projeto da Nova Oeste [New West Project], in
Mina Oeste, of Minerao Usiminas (MUSA), in the Region of Serra Azul, in
Itatiaiuu/MG.

The distribution in this sector occurs as soon as the goods are manufactured and delivered
through railway, highway and maritime routes. The transportations are principally rendered by
several outsourced companies that do not belong to the companies of Usiminas. Rios Unidos,
one of the companies of Usiminas, also renders transportations to Usiminas Mecnica in
volume not relevant. The sales of Usiminas Mecnica are performed through own commercial
area, being two sales office, one at the main place of business of the company, in Belo
Horizonte/MG, and the other in So Paulo capital.
c) Characteristics of the operation markets, specially

The sales of Usiminas Mecnica are linked to the demand for infrastructure and capital assets
and, therefore, they depend on the economy performance and there is no important
seasonability.
e) Principal supplies of raw materials, informing:
i. Description of the relations maintained with the suppliers, including whether they are
applicable law
The principal raw material is steel and the principal suppliers are companies of Usiminas
(subsidiary of Usiminas Mecnica), which adopt market practices in the commercial
relations, which are subject to CVM regulations, for instance, periodic independent audits,
responsible for evaluating the suitability of the accounting practices in relation to those
relations and the financial statements. Since the supplies are acquired almost entirely from
companies that belong to Usiminas, the applicable authority and legislation are the same
applicable to the Company, as described in item 7.5. below.
ii. Possible dependence on a few suppliers

The sector of capital assets especially depends on companies that belong to Usiminas for
the supply of the principal raw material, which is steel. For the principal supplies other than
steel, such as electrode and paint, there are no dependencies on a few suppliers.
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iii. Possible volatility in its prices

The possible volatilities of the goods prices are related to the possible oscillation in the price
of the products that Usiminas sells in the market. That is because the commercial relations
of Usiminas Mecnica with its holding company are the same as the conditions seen in the
market.
7.4. Identify whether there are clients responsible for more than 10% of the issuers
total net revenue
The Company did not have any client with participation higher than 10% of its total net
revenue in the last three fiscal years.
7.5. Describe the relevant effects of the state regulation on the Companys activities
and specifically comment on:
a) need for governmental authorizations for performing activities and history of relation with
the public administration to get such authorizations
Brazilian Environmental Legislation

The Brazilian legislation, starting with the Brazilian Constitution, defines the ecologically
balanced environment as a right of everyone, defining nature as an asset for common use of
the people and essential to the quality of life, imposing responsibility to the Public Power and
the citizen for its defense and preservation. Therefore, the legal system encompasses
countless control instruments through which every possible and regular intervention on the
environment considered can be verified.
Activities deemed as of significant intervention on the environment encompass exploration of
the metallurgical industry (and commercialization of its products), which must comply with
legal precepts, administrative rules and previously established rites. Also, obtaining
environmental licenses for the business localization, installation and operation is vital for its
regular operation.
To license enterprises whose environmental impacts exceed the municipal limits, as in the case
of a metallurgical plant, the competence is delegated to the body of the state public power.
Therefore, in the States of So Paulo and Minas Gerais, where the industrial plants of Usiminas
are situated, the state authorities audit the plants of Ipatinga and Cubato, requiring their
compliance with the same environmental standards related to their operation licenses.
In case of mining, since the area to be mined is within the limits of a Federation State, the
state bodies are also in charge of granting applicable environmental licenses.
Licenses abide by similar and sequential criteria and they are granted for high impact
activities, mandatorily followed by the presentation of studies and reports (EIA/RIMA). Also,
licenses are to validate the place (Previous License), installation of the enterprise (Installation
License) and operation (Operation License). There are parallel licenses to be obtained in
specific situation, such as, for instance, the license for vegetal suppression, in cases such
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activity is proved to be required, and the granting, which is the license for usage of water
resources.
Environmental Licenses
The production process of Metallurgical Plants results in emission of gaseous, liquid and solid
wastes that may affect the environment, in addition to the use of environmental assets. Each
State in which the companies of Usiminas operate is in charge of issuing the corresponding
environmental licenses and the control of potentially polluting activities.
The companies of Usiminas are duly licensed or under process of license revaluation (which,
according to the terms of the legislation, is the same of valid license) and they are fully
authorized to operate.
As in the metallurgical plants, mining activities also demand Previous Environmental (LP),
Installation (LI) and Operation (LO) licenses, each one of them with an expiry date that may
vary, namely: LP not more than 5 years, LI not more than 6 years, and LO with a minimum of
4 years and maximum of 10 years.
As for the back-up area adjacent to Port of Itagua, USIMINAS has been granted specific
license for environmental remediation of the area (LAR Environmental Remediation License),
completed in May 2013.
Please remember that this area had been bought through a judicial auction and belonged to
the bankrupt state of Ing. The 850 m2 land concentrated one of the greatest environmental
liabilities of the State of Rio de Janeiro and, thanks to its privileged location, this is a strategic
area for the Company, since it will be rendered available for the iron ore cargo with destination
to exportation and as a possible alternative for future port installations of the Company.
It is worth mentioning that not only obtainment, but also the maintenance of the licenses are
subject to the compliance with certain specific conditions, permanently monitored by the
environmental authorities.
In relation to the plant of Ipatinga, the state environmental authorities encompass: State
Department of Environment and Sustainable Development - SEMAD, State Foundation of
Environment - FEAM and the State Council of Environmental Policy - COPAM and, in relation to
the plant of Cubato, the Department of Environment of the State of So Paulo (SMA) and
CETESB33.
The plant of Ipatinga currently has operation license for its industrial plant, with validity period
until February 17, 2013. Renewal of the operation license within the legal term was required,
and so the enterprise remains licensed until the manifestation of the Environmental Body. In
2008, Usiminas obtained the operation license to execute a thermoelectric energy generation
plant, with validity period until October 8, 2016.
In August 2006, Usiminas obtained before COPAM the Installation License (LI No. 113/2006) to
implement Coke Furnace No. 3 in the plant of Ipatinga, with production capacity of 750,000
tons of coke p.a. Operation License for Coke furnace 3 was obtained, with validity period until
08/19/2014.
33
Companhia de Tecnologia de Saneamento Ambiental
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The conditions of this Operation license will be fulfilled within its validity period. On July 18,
2006, TAC34 with the State Prosecution Service of Minas Gerais, containing obligations already
entered as conditions in the installation license referred to above, was signed. TAC was
amended in October 2009 and the terms for complying with the clauses and conditions, which
were also renegotiated with the competent Environmental Body, were extended.
The plant of Cubato is duly licensed by CETESB and has 1 Renewable Operation License
encompassing all of its activities, with validity period until December 13, 2013. Renewal of the
operation license within the legal term was required, and so the enterprise remains licensed
until the manifestation of the competent Environmental Body.
Federal Technical Registration

In the federal instance, in order to ensure the control and check of the potentially polluting
activities and activities using natural resources, the activities of Usiminas are registered as
potentially polluting and using natural resources with IBAMA. Therefore, Usiminas holds
Registration Certificate CR, issued by IBAMA, valid for both plants.
Authorization for the Development of Mining Properties

Mining activities are subject to restrictions provided for by the Brazilian Federal Constitution
and by the Mining Code (Decree Law No. 227, of February 28, 1967) and are subject to laws,
rules and other applicable regulations, especially the ones edited by the National Department
of Mineral Production - DNPM.
Among the requirements applied, it is worth mentioning the ones related to (i) the manner the
mineral deposits are explored; (ii) to the employees health and safety; (iii) to the protection
and restoration of environment; (iv) to the pollution prevention; and (v) to the promotion of
health and safety of the local communities where the mines are located. The Mining Code also
imposes certain requirements on notification and submission of reports.
According to Decree No. 97,632, of April 10, 1989, the ventures destined to exploration of
mineral resources must be submitted for the competent environment bodys approval, together
with the recovery plan of degraded area, environmental impact study - EIA and the
environment impact report RIMA. Possible deficiency in the environmental recovery may be
deemed crime under Law No. 9,605, of February 12, 1998, which provides for criminal and
administrative sanctions due to procedures and activities that affect the environment, and
makes other provisions. The Company obtained all necessary authorizations and is in full
performance with the obligations before DNPM.
Granting for Water Use

On February 29, 2012, IGAM 35 renewed the granting of right to use the state public water of
Piracicaba River, through granting of water, a volume of 3m 3/s being observed, with validity
period of 4 years.
34
35
Conduct Adjustment Declaration

Instituto Mineiro de Gesto das guas
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According to DAEE Ordinance No. 1678, the Department of Waters and Electrical Energy
authorized the Plant of Cubato to collect water in the following points: Rio Quilombo, Fonte do
Brites, Fonte de Morro, Rio Mogi and Canal Mogi until May 20, 2015, the last two used only
for industrial use.
Law No. 9,433, of January 08, 1997, allows the charge for the use of water as an instrument
of the National Policy of Water Resources. Both plants (Ipatinga and Cubato) currently have
already paid for the water.
Mining Activities
As detailed in item 9.1., letter b, of this Reference Form, the mining activity is subject to
regulation of the National Department of Mineral Production DNPM, which provided Usiminas
with 38 mining grants for exploration of iron ore in the areas informed in the item above.
Despite the fact that the Company is already registered as mining company with DNPM since
the 70s, it is only with the acquisition of J. Mendes, which occurred in February 2008, that it
effectively commenced to have administrative proceedings before this body.
b) environmental policy of the Company and costs incurred for compliance with the
environmental regulation and, if that is the case, of other environmental practices, including
the compliance with international standards of environmental protection
The Company, in its operations, adopts as a guideline the development of activities in line with
the environment through integrated, sustainable practices to decrease the environmental
impacts of its operations. Therefore, it preventively considers the creation of solid wastes,
atmospheric emissions and noises, rational use of water, energy and supplies, as well as the
disposal of water effluents.
The Company was the first company in the Brazilian metallurgical sector second in the world
to achieve ISO 14001 Certification. All products traded fulfilled the rigorous requirements of
the European Directives ROHS and ELV, green stamps, global references.
Still in 2013, the Company continued the social and environmental projects in the regions
where it maintains units, in addition to actions for material and waste recycling, preservation
and recovery of green areas.
Climate Opportunities
The Company continued, in 2013, the process started in 2010, when it organized the first
corporate inventory of carbon dioxide emissions (CO2) and established the monitoring
procedures.
By means of that, the Company improved the corporate strategy to reduce GHG volume, gases
that cause the Greenhouse Effect and, at the same time, sought to develop business units.
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The emissions of CO2 in steel production, calculated through the methodology established by
the WorldSteel Association (Data Collection System), presented an average value in 2013 of
1.86t of CO2 equivalent per ton of crude steel produced, with the emissions distributed
according to the table below:
Types of emissions
Tons of CO2
equivalent per year
Direct (sources controlled by organization)

Indirect (consumption of electricity acquired from
SIN)
Indirect by other sources (third-party activity)
Total
12,003,179
1,203,679
-535,500
12,671,358
Solid wastes and recycling

In 2013, highlights are the initiatives focused on the search of new ways of recycling in the
very process and identification of good practices for waste collection, handling, stocking and
transportation. As from June 2013, a waste reuse project was implemented that consists of the
mixture and processing of several wastes generated in the production processes, such as mud,
russeting, ore fines and powders, which are recycled in the sintering process, replacing part of
the raw material required in the sinter production.
Out of the volume of wastes generated, 86% were reused as raw material for the production
processes or destined to external recycling. The remaining 12% were disposed of in industrial
embankment or destined to treatment with company prepared and licensed for such purpose.
The principal wastes traded were slag of blast furnace and steel mill, which accounts for 43%
of the wastes generated. The principal applications were cement manufacturing, bases of roads
and railway trimming. There was a reduction of 4% in the reuse rate of wastes generated due
to a reduction in the commercialization of the slag of steel mill. It was due especially to the
postponement of works estimated to 2013 in Minas Gerais that use slag for paving.
Control of Atmospheric Emissions, Emissions of Effluents and Noises
The Company preventively acts to reduce the atmospheric emissions, emissions of effluents
and noises.
To do so it has a program monitoring the emissions, which is consisted of equipment of
constant emissions installed in the principal chimneys and isokinetic monitoring, both to
control the emissions from dust removal systems and processes of combustion of industrial
plants. The quality of air of the region is controlled by continuous monitoring stations situated
around the industrial plants.
Likewise, disposed water effluents are monitored routinely in compliance with the requirements
described in the legislation in force.
The Company has industrial water treatment systems and treatment stations of water effluents
that treat waters used in the several processes, such as oily, galvanic, acid and organic
effluents. It counts on water recirculation centers, indirect ones that basically consist of cooling
towers, and direct ones, which consist of treatments for removing contaminants. The
recirculation system allows a high recirculation rate of water in the steel production activity.
Monitoring of noise is performed from time to time around the industrial plant of Ipatinga,
according to the requirements in force in the State.
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Energy Efficiency
In 2013, the same proportion between energy acquired and generated was kept, that is, of
72% and 28%, respectively, according to the table below:
Electrical energy
Acquired
Generated
Total
Unit
Mwh
GJ
Mwh
GJ
Mwh
GJ
Total
2,388,866
24,987,537
920,688
9,630,402
3,309,554
34,617,939
%
72.18
27.82
100
Environmental Commitment
The environment certifications, green stamps and the constant technological investments to
develop the use of the natural resources confirm the Companys commitment towards the
environment. The social and environmental, preservation, maintenance and area recovery
projects confirm the Companys commitment towards environmental questions.
Xerimbabo: Created in 1984, the Xerimbabo project of Environmental Education presents
actions to foster the environmental conservation, the conscious entertainment and the
environmental education. It offers preparatory seminars to the educators of the whole levels of
education, competitions and exhibition, distributes pedagogical material to the participants,
thus contributing to the playful activities and guided visits, in addition to monitoring offered to
schools for pedagogical complementation. The project is part of the school calendar of several
institutions of the State of Minas Gerais (majority), Esprito Santo and Bahia. Since 2010, the
Project happens in the region of Serra Azul, where Minerao Usiminas operates. Over this 29
years of accomplishment in the region of Valley of Steel and 4 years in the region of Serra
Azul, Xerimbabo received an audience of more than two million and four hundred participants,
consolidating itself as a proposal of wide, non-fragmented Environmental Education, which
refers to life in all manners, showing to the internal and the external audiences, with didactics,
the Companys production process, inside of a sustainability speech.
Fishing Support Program: it helps, since 2006, around 1,500 people from three communities
near the Plant of Cubato (SP) by sponsoring materials, equipment and offering trainings to
the artisanal fisher folk of the region for generating income through fishing.
Social and Environmental Agent: Cooperation executed between the Plant of Cubato and the
municipal government for the development of the municipal program called "Social and
Environmental Agent" through financial transfer for costs with the Program agents
compensation. The resources are destined to the development of the environmental health,
environmental education, improvement of landscaping and recovery of the identity of the
citizen of Cubato. The agents act to explain to the community how important recycling is, in
order to create in the population environmental consciousness as for the reduction in the
domestic garbage and its inadequate disposal.
Permanent Preservation Area - APP: The Plant of Ipatinga occupies around 10 km 2 and is
situated beside Parque Estadual do Rio Doce, a core zone of the Biosphere Reserve of the
Atlantic Forest acknowledged by Unesco.
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The Plant of Cubato occupies a 12.5 km2 region next to a growth of mangroves and Parque
Estadual da Serra do Mar, whose management plan takes into consideration that there is an
industrial pole in the region. The industrial complex of Cubato is inside a Permanent
Preservation Area (APP), encompassing river beds, hilltops, hills and the entire archeological
inheritance of Sambaquis of Morro do Casqueirinho. In the week of environment of 2013,
Plante uma Vida project was held. This is a project that integrates the environmental and
sustainability actions of the Plant of Cubato. Sixty employees participated in the event of this
year. More than 20 specimens of native plants of the Atlantic Forest were used, such as
manac da serra, canelinha, cedro, ip-amarelo-do-brejo and jequitib branco. Molts now
integrate the green area of the Plant, which has more than 1 million m2, divided into natural
areas, such as Casqueirinho and Tapera hills, woods and gardens.
Green Area Recovery Program: Since its foundation, the Company develops in Ipatinga actions
to implant, reorganize and preserve green areas of the Company, with the cultivation and
supply of molts, in addition to the preventive measure against fire through the technique of
clearing around a wood to prevent the spreading of fire. In 2013, 182,384 m of such
technique was applied. In 2013 32,459 molts of several specimens were cultivated, and 7,685
molts of arboreal specimens, 8,642 fruitful and 16,130 ornamental molts. Also, 8,805 kg of
humus were processed. Since 2010, the mining unit, in Serra Azul-MG, also integrates the
project.
To preserve water resources, the Company has included in the program of green areas the
Programa Mata Ciliar, whose objective is to recuperate the range of riparian forests in the left
margin of Piracicaba and Doce Rivers. Project developed in partnership with Fundao Relictos,
local NGO, and the State Institute of Forests (IEF), has covered an extension of 22 km, thus
forming an area of 186 hectares, which encompasses the cities of Coronel Fabriciano, Ipatinga
and Santana do Paraso, in Minas Gerais. Between 1996 and 2011, around 400 thousand of
molts of native specimens typical of original primary riparian forest were planted, in order to
recover the quality of waters of those rivers, maintain the stability of the river beds, and
eliminate one of the principal causes of silting. The results obtained by implanting Programa
Mata Ciliar indicated the improvement of the local conditions of Piracicaba and Doce Rivers, in
addition to fomenting the development of actions aiming to preserve those important water
fountains for the region of the Valley of Steel. Currently the actions developed consist of
maintenance and preservation of the native forest.
Horto Florestal36: Formed by a seedling nurse and areas with native forests, this is an area
managed by the Plant of Ipatinga dedicated to develop programs of social and environmental
characteristic for the production of molts, recovery of degraded areas in the metropolitan
region of the Valley of Steel and environmental preservation, consciousness entertainment and
environmental education. The seedling nurse is in charge of maintaining the green area
recovery program of the plant.
Environmental Development Indexes
36
Municipal Nursery
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In 2013, the Company worked to unify the corporate concepts and procedures in steel
production , especially concerning the identification and evaluation of the environmental
aspects and its associated impacts, in the inventory of emissions of greenhouse gas and in the
establishment of Environmental Performance Objectives, Targets and Indexes.
Materials
The table below presents the principal supplies and raw materials used in steel production in
the year of 2013.
Main raw materials from
external sources (t)
Coal
Petroleum coke
Coke (purchased)
Anthracite
Minerals
(iron
and
manganese)
Pig iron
Iron and steel scrap
Raw dolomite
Raw Limestone
Calcitic/dolomitic lime
Flux
Iron alloys
Subtotal
Main raw materials from
external sources (t)
Coke
Sinter
Pig iron
Iron and steel scrap
Calcitic and dolomitic lime
Subtotal
Total
Ipatinga
Cubato
Total
1,269,365
366,722
310,545
94,451
5,375,756
1,428,681
481,840
103,265
4,137,729
2,698,046
848,562
310,545
197,716
9,495,486
107,965
59,047
44,139
13,300
180,158
21,517
42,337
7,867,302
130,545
12,883
86
223,486
463
37,702
6,556,679
107,965
189,592
57,022
13,386
403,644
21,980
80,038
14,423,981
Ipatinga
1,292,465
5,598,389
36,332
468,577
71,089
7,466,852
15,334,154
Cubato
1,289,834
3,269,443
39,183
361,936
4,960,395
11,517,074
Total
2,582,298
8,867,832
75,515
830,513
71,089
12,427,247
26,851,228
Percentage of the materials from recycling

In 2013, around 86% of the wastes generated were recycled, including the reuse in the
production process itself and the commercialization. The internal recycling of the wastes is
made in the industrial plants, in which such procedure is shared with all collaborators. The
principal wastes internally recycled were steel scrap, russeting, powders and fines generated in
the several units. For commercialization, the highlights are slag of blast furnace and
steelworks.
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Water resources
The Companys operations require consumption of great volumes of water, used as solvent,
catalyzer, cleaning and cooling agents and in the dispersion of pollutants. Most of the water
used circulates again in the facilities and part of it is returned to the rivers after being
processed.
The Company captures water from rivers near its Plants. Since it is authorized by legal bodies,
the company captures water from Quilombo (for human consumption only) and Mogi
(industrial use) Rivers, both in So Paulo, and Piracicaba River, in Minas Gerais.
The mean volumes of water used in steel production and the water recirculation rate are
presented in the table below:
Water
Sea Water
Surface freshwater
Total
Recirculated water
Recirculated water
Discarded liquid effluents
Unit
m3
m3
m3
m3
%
m3
Total
116,996,800
68,330,112
185,326,912
1,562,207,362
95.8
163,510,167
There was a 15.6% increase in the sea water volume compared to the year of 2012 due to the
improvement in the process of the Thermoelectric Center of Cubato.
Effluents
All effluents of the steel production activity pass through a rigorous treatment before being
returned to the environment, through a process that includes decantation, flocculation and
filtration phases.
Thus, the Company complies with the federal, state, and municipal standards where it
operates.
In 2013, 163.5 million cubic meters of water were disposed of through the sewers of the Plants
of Ipatinga (MG) and Cubato (SP). The volume was disposed of in Piracicaba River (Ipatinga)
and in the Estuary (Cubato). There was an increase of water effluents disposed of in 2013
compared to 2012 in Ipatinga because of increase of 14,2% of the rainfall index.
Atmospheric Emissions
The steel production unit measures from time to time its atmospheric emissions. In 2013 the
parameters NOx, SOx and MP (Particulate Matter), and the results are presented in the
following table in tons p.a.
Parameters
NOx
Sox
Particulate material (PM)
Total
Issues (t/year)
28,101.55
15,321.60
11,201.26
54,624.41
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Wastes
In the steel production activity, the generated volume was 6.26 million tons in 2013. Out of
which, around 68.5 thousand tons were hazardous wastes, which received specific treatment
procedure with co-processing and disposition in appropriate and licensed industrial
embankments.
The Company acts through the Special Sales sector and integrated to the Environmental
Management system, in the sale of carbo chemical products (co-product) and wastes
generated, except those used in the process. The offer of wastes in the market foments
partnerships with investors, universities and companies by making it possible to apply a tailing
of a given business as input of another organization and fomenting studies of reuse and
environmental impact.
Data of waste generation and destination 2013 are presented as follows:
Waste
Generation
Hazardous Waste
Amount (t/year)
6,261,533
68,518
Non-hazardous waste
6,138,143
Internal Recycling
2,544,044
Storage
652,685
Final provision
167,692
Marketing
2,842,250
Reuse (marketing + internal recycling)
5,386,295
Reduction of impacts
Eco-efficiency management is one of the assumptions of the Companys operation and, in this
sense, the continuous search for reduction of environmental impacts becomes part of the
management activities of the Company.
Out of the initiatives to reduce environmental impacts of products and services and extent of
the reduction of those impacts, it is worth mentioning investments in improvements in the
current dust removal systems, reform of the coke furnace and its peripherals and
improvements in the water effluent measurement and control systems.
Environmental Investments
The investments in environment in the year of 2013 in connection with steel production were
R$253.26 million, most of them to reduce atmospheric emissions (97%), especially in the
reform of coke furnace No. 2 and in the substitution of the dust removal system from the tap
hole of blast furnace No. 3.
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c) dependence on patents, brands, licenses, granting, franchises, royalty contracts important

for the development of the Companys activities.
Technology In 2011, Usiminas started manufacturing high resistance thick steel plates with
limits equal to or higher than 490 N/mm2, as a result of the retention, exclusive in Brazil, of
the technology Continuous on Line Control Process (CLC). The technology transfer contract
was executed in 2009 with Nippon Steel & Sumitomo Metal Corporation and remains in force
during the effective date of the patents.
In addition to Nippon Steel & Sumitomo Metal Corporation, Usiminas also organizes
partnerships with research institutions and universities for development and research of
products that are of the Companys interest. Except the ones described above, the Company
has no substantial dependence on third parties intellectual property.
Brands As commented in item 9, letter b, of this Reference Form, the brands held by the
Company are restricted to the corporate identities of its companies. Although Usiminas does
not depend on brands it held for its activities to be developed, such intangible asset is
fundamental for the external perception of quality and values of Usiminas and is highly
important for the Company and its corporate identity. According to INPI 37 rules, the brand
Usiminas is highly noticeable, reason why no other company may register the name Usiminas
as company in the same branch our brand operates. This same rule applies to many other
countries in the world, which implies a virtually null risk of granting or possession of such
name by third parties.
Mineral Rights - Minerao Usiminas depends on granting of mineral rights to develop its
mining activities, as mentioned in the item above and in item 9.1., letter b, which, therefore,
significantly depend on mining concessions of which it is a holder.
7.6. In relation to the countries from which the Company obtain relevant revenues,
identify:
a) the revenue from the clients assigned to the host country of the Company and its
percentage of the total net revenue of the Company
The total net revenue from the clients in the host country of the Company was R$ 11,533
million, R$ 10,113 million, and R$ 10,345 million in the fiscal years ended December 31, 2013,
2012, and 2011, respectively, which accounts for 89.90%, 79.56%, and 86.92% of the total
net revenue of the Company in the same periods, respectively.
37
National Institute of Industrial Property
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b) revenue from the clients assigned to each foreign country and its percentage of the total net
revenue of the Company
The revenues assigned to each foreign country in the last three fiscal years are as follows:
2013
2012
2011
Revenue in
thousand
R$
% of total
net revenue
Revenue in
thousand
R$
% of total
net revenue
Argentina
272,224
21%
337,741
13%
264,625
17%
China
233,335
18%
USA
194,445
15%
363,721
14%
544,815
35%
Colombia
168,519
13%
311,761
12%
Taiwan
103,704
8%
129,900
5%
31,132
2%
Chile
103,704
8%
129,900
5%
93,397
6%
South Korea
64,815
5%
Vietnam
64,815
5%
46,698
3%
Mexico
389,701
15%
295,757
19%
India
233,820
9%
140,095
9%
Venezuela
129,900
5%
Canada
46,698
3%
90,742
7%
571,561
22%
93,398
6%
1,296,303
10.10%
2,598,005
20.44%
1,556,615
13.08%
Net Revenue
Domestic Market
11,533,164
89.90%
10,110,794
79.56%
10,345,344
86.92%
Total Net
Revenue
12,829,467
100.00%
12,708,799
100.00%
11,901,959
100.00%
Country
Others
Net Revenue
Foreign Market
Revenue in
thousand
R$
% of total
net revenue
c) total revenue from foreign countries and its percentage of total net revenue of the Company
As informed in the item above, the total revenue from foreign countries is R$ 1,296,303
thousand, R$ 2,598,005 thousand, and R$ 1,556,615 thousand in the fiscal years ended
December 31, 2013, 2012, and 2011, respectively, and accounts for 10.10%, 20.44%, and
13.08% of the total net revenue in the same periods, respectively.
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7.7. In relation to the foreign countries disclosed in item 7.6, inform to which extent
the Company is subject to the regulation of those countries and how being so affects
its business.
The Companys exportations are focused on the markets of Latin America, USA and Asia, and
its products are internationally renowned.
Since it does not conduct business that could be declared unfair in the markets it operates,
there is no commercial dispute over its products of thick plates, cold-rolled steels, galvanized
and electro-galvanized products, and plates.
There is one antidumping proceeding against Usiminas (also against other Brazilian plants),
filed by Canada over the hot-rolled steel products. Such proceeding started in 2001 and, since
then and every 5 years, it has been renewed under the allegation that Brazil, since it is a great
hot-rolled steel producer, could focus its sales on that same Canadian market if the case was
terminated.
Therefore, the Company believes that it does not generate foreign regulation effects that could
affect its exportations.
7.8. Description of the relevant long-term relations of the Company that do not
appear elsewhere in this Reference Form.
In the year of 2012, the Company published its Annual Report of 2011, which encompasses
sustainability indexes, which is available on the Companys website www.usiminas.com and on
the website of CVM Brazilian Securities Commission www.cvm.gov.br.
In 2012 and in 2013, the Company proceeded with the principal actions related to community
and environment. Such actions are presented in this item and in item 7.5 of this Reference
Form. The Company did not issue a new report with sustainability information in the year of
2013.
Personnel Management
Usiminas invests in the training and qualification of the employees, it offers social and labor
benefits and compensation compatible with what is seen in the sector.
The major focus of the professional training programs is to prepare the individuals for a
management model directed to the Companys competitiveness and productivity growth. In
this sense, it is worth pointing out the activities of the Avanar program, focused on
accelerated development of young professionals of high potential, and the continuity of the
Educar program Usiminas Corporate Education, which involves from continuous education
actions to training customized to the companys reality.
In 2013, Usiminas invested in trainings to develop professionals from the steel production
area (Blast Furnaces, Steelworks, Cranes and Maintenance), encompassing 1,190 participants,
with the objective of offering more qualification to solve production-related situations.
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Trainings focused on safety (Regulatory Rules) and quality, as well as continuous education
(Languages, Adult Education, Undergraduate, Graduate and Masters Degree), which included
942 participants, were also given.
At year end, 90.9% of the group direct employees participated in training sessions, reaching
20,707 participations.
Institutional Relations
Aiming to defend the Companys interests, Usiminas maintains a transparent and regular
conversation with the representatives of the Public Power and regularly follows the major
issues treated in the National Congress and in the Legislative Meetings and Municipal
Chambers of the places where it maintains operations and where it individually or jointly works
with class and/or entities, abiding by all rules and laws in force.
The Company participated in defense actions of the metallurgical and industrial sectors with
federal, state, and municipal authorities of its influence area, contributing to the improvement
of the legislation and effort to keep jobs and market for the national industry.
In 2014, the Company will keep making every effort to show the public authorities how
important the sector is to generate wealth and jobs in Brazil, to ensure its operation in a
sustainable manner.
Fight against corruption
To fight the corruption and bribery practices, the Company uses and discloses to the
employees specific instruments, e.g. the Code of Conduct and Open Channel, in addition to
being a signatory of the Pact for Integrity and Fight Against Corruption of Instituto Ethos.
Code of Conduct: approved in 2011, the Code provides the employees of the companies of
Usiminas with the amounts of the Company to be used in the daily relation with the other
employees, suppliers, clients and third parties in general. The Code is signed by employee
when they are hired and must be complied with.
Open Channel: Created in 2009, the Open Channel receives information about possible
inconsistencies in Company operations. This management tool creates a communication space
not only for employees, but also for customers, suppliers, investors and for the society in
general, so that the Company is warned of possible fraud, corruption, bribe, harassment and
theft, under secured secrecy and trust. The Open Channel allows anonymous tip and is in line
with the governance good practices and with the Sarbanes-Oxley Act (SOX). Each and every
information is treated with transparency, whilst that deemed to have grounds is forwarded to
the Internal Audit Committee which, in its turn, reports it to the Board of Directors. The Open
Channel may be accessed through the internet, intranet or telephone.
Direct and Fiscal Incentive Investments
The Company uses its own resources and also from the incentive laws to foster investments in
the areas of education, culture, health, sports, social integration and environment. In 2013,
Usiminas invested R$ 15.2 million, out of which R$ 8.6 million derived from incentives. The
Company does not receive official resources to invest in its operational activities.
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Community
The Company strengthens the relation with the communities of the regions in which it
operates, in addition to stimulate the local economic and social environmental development.
Social Projects
The Company invests in the development of the local communities through own projects or
partnerships with non-governmental organizations and local governments. Some of those
actions must be highlighted.
Day V: Day V mobilizes volunteers to work in the communities. Employees and their families
participate in actions benefiting entities in the cities where the units of Valley of Steel,
Minerao Usiminas, Usiminas Mecnica, Solues Usiminas are situated, in the main place of
business of the company, in Belo Horizonte. The objective is to foment the integration among
company, employees and family members, to stimulate volunteer work and practice of
citizenship, contributing to and supporting their initiatives and individual social responsibility to
benefit the collective group. The activities carried out were linked to health, recreation and
interaction with the elderly and rendering of services of painting, cleaning, electrical and
mechanical maintenance.
Mantiqueira Project: started in 2003, it motivates the citizenship and ensures the rights of 70
children and adolescents, of 6 to 17 years of age, living in the community of Pedra da
Mantiqueira, a region near the plant of Cubato. The project develops school tutoring
activities, sport initiation, games, reading, arts, informatics, dance and theater workshops.
Educao pelo Esporte: Project seeking citizenship through the practice of sports activities in
three municipal schools of the region of Cubato/MG. It develops the practice of volleyball and
indoor football among 360 students, of schools of the Municipal Public Network of Education of
Cubato/SP, that are in a vulnerable situation. The objective is to strengthen the school
through team work, as a team forming citizen students that are proactive and aware of their
duties.
Instituto Cultural Usiminas
With operation focused on inclusion, formation and development of the citizen, Usiminas
backed, in 2013, 56 projects through incentive laws to culture and sports (State Law of
Incentive to Culture of Minas Gerais and So Paulo, Federal Law of Incentive to Culture, and
Federal Law of incentive to Sports). The actions and partnerships raised more than R$ 7 million
in sponsorships.
One of the highlights of the backed projects was Circuito Usiminas de Cultura. The initiative
lead several music, theater and circus shows, in addition to workshops and film exhibits, to six
cities of the countryside of Minas Gerais and one district of Santos. In its fourth edition, more
than 43 thousand people followed the programming in squares, schools and theaters of
Ipatinga, Igarap, Itatiaiuu, Mateus Leme, Itana, Rio Manso and Cubato.
The area of Education Action of the Instituto Cultural Usiminas has developed, since 2003,
formation programs to artists, educators and students from the educational institutions of all
Metropolitan Region of the Valley of Steel, living in 26 cities of the region. In 2013, more than
42 thousand people, among educators, students, academic students and artists in the region
of the Valley of Steel participated in the activities.
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Instituto Cultural Usiminas is in charge of managing own cultural spaces. In 2013, more than
89 thousand people attended 239 plays and music concerts exhibited in the Theater of Centro
Cultural Usiminas, in Ipatinga (MG). In the Zlia Olguin Theater, also in Ipatinga (MG), there
were around 21 thousand spectators, and 128 events were performed. For more information,
visit www.institutoculturalusiminas.com.
7.9. Other Information that the Company deems relevant.
The company received the following awards in the year of 2013.
Usiminas
Supplier of the Year of John Deere: maximum level of excellence annually granted by John
Deere, global leader of agricultural machinery manufacturing with more than 175 years of
experience, to its suppliers. In 2013, Usiminas was elected the best and greatest highlight
among more than 500 suppliers in Brazil and Latin America.
Supplying Partner and Cost Management of John Deere: the industrial units in Ipatinga and
Cubato received the award Supplying Partner, for the second consecutive year, which
indicates the company has conquered the maximum supply and performance standards, and
Cost Management, which indicates success in the process of opportunities of cost reduction
of John Deere.
The John Deere global program to evaluate suppliers classifies companies in the areas of
quality, delivery, technical support, synergy and cost management. Partners for more than 10
years, around 90% of flat steel consumed by the three operations of John Deere in
Horizontina (RS), Montenegro (RS) and Catalo (GO) is produced by Usiminas.
Mangels Quality Award: Usiminas was acknowledged as the best supplier of direct materials of
the year of 2012 by Mangels, a Brazilian company that operates in the sectors of wheels,
cylinders (GLP) and service center in steel. The show, held every year, points out the quality of
the services and products, delivery punctuality and development of proposal of improvements
performed by our company in the year of 2012.
In addition to such acknowledgement, Usiminas was ranked, for the second consecutive time,
among the five finalists of the third edition of the Crculo Mangels de Kaizen, an annual cycle
that highlights the best projects developed by the suppliers of Mangels and focused on
continuous improvement.
Volkswagen Group Award 2013: the holding company of the German assembler highlighted
Usiminas single Brazilian representative in a group with 21 companies as one of its best
suppliers in the world. To define the highlighted companies, the assembler evaluated the
following requirements: development, product quality, competitiveness, project management,
flexibility and quick response time of the companies when demand reaches the peak.
Supplier of the Year of Honda Automveis: the hard work performed with Honda, in 2012, by
the commercial and technical areas of Usiminas and Solues Usiminas, rendered highlighted
score in the requirements quality service, cost, delivery and development. The performance as
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for quality, the best of the score of delivery and cost reduction solutions proposed by the
Company were some of the key factors to win the award.
Special Acknowledgement Award of Toyota: acknowledgement received by Toyota, Japanese
car assembler installed in Brazil since 1958. The award was granted because of the operation
in the project of Etios, released in Brazil in 2012. It was the first time, after fifty years of
history in Brazil, Toyota awarded a supplier of raw material. The award is the maximum
acknowledgement by the assembler and confirms the quality of the supplier in countless
requirements. Usiminas is responsible for the supply of 100% of steel used by the assembler in
the three Brazilian plants.
Supplier of the Year in the raw materials category by Prensas Schuler: the objective of the
manufacturer of automotive presses was to acknowledge the performance of national suppliers
that deserve such highlight during the year of 2013, according to criteria of the Suppliers
Management System of the company. Among the items evaluated for granting the award, the
client pointed out the quality of technical and commercial service of Usiminas team,
transparency in information made available by extranet and continuous search for
improvement of the products. The award was delivered during the celebration in Great So
Paulo, which gathered more than 50 suppliers.
Aberje Award: organized by Associao Brasileira de Comunicao Empresarial (Aberje), this is
the most important award in the corporate communication Market of Brazil. In 2013, Usiminas
was awarded in the Integrated Communication category with celebration actions to the 50year anniversary of its operations and Digital Media with the implantation of the new
Intranet. The company was the only competitor that won in two categories this year.
Trofu Transparncia Anefac: from survey performed by Associao Nacional dos Executivos
de Finanas, Administrao e Contabilidade (Anefac), Usiminas was acknowledged for the 11st
year among the 20 more transparent companies in Brazil, in the publicly-held companies
category with net revenue higher than 5 billion reais. The judging commission evaluated the
financial statements of 2012 in essentially technical requirements, such as compliance with
accounting principles, independent auditors opinion, general presentation and disclosure of
relevant aspects of the companies in addition to those required by legislation.
The brands enjoying more credit and reputation in Minas: Usiminas is among the most admired
brands by the audience of the State of Minas Gerais, showed the survey, by Grupo Troiano
Branding, one of the principal companies of brand analysis and development in the Brazil. The
company was elected the fourth company headquartered in Minas Gerais most esteemed by
the population. In its fourth edition, the survey encompassed almost 3 thousand people from
all regions of Minas Gerais, one of the more demanding audiences when it comes to brand
evaluation. Aspects such as quality of the products and services, social and environmental
responsibility, admiration and trust, capacity of innovation, work environment, history and
evolution were judged.
Minerao Usiminas
The Best of Brazil by Minrios & Minerales magazine: Mina Oeste, one of the operational units
of Minerao Usiminas, stood out among the 24 greater Brazilian mines, according to survey
performed by Ores & Minerales magazine. The publication analyzed the profile and operational
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performance of almost 200 mineral units of different substances during the last year. This was
the 9th edition of the survey that updates the national mining outlook on a yearly basis.
Usiminas Mecnica
PINI Award: Usiminas Mecnica was elected, for the 8th consecutive year, the best supplier of
metallic structures of Brazil. The poll was performed with more than 1,500 subscribers of
Construo Mercado, Guia da Construo, Tchne, AU (Arquitetura & Urbanismo),
Infrastructure Urbana and Equipe de Obra magazines. Items such as quality of the product
manufacturing, best cost-benefit ratio, commercial service, technical support and
communication actions with the market were evaluated. Created in 1995, PINI Award is the
principal brand reference in the construction sector.
Best supplier of the year by Alstom: the quality of products and timely delivery made Usiminas
Mecnica rank among the ten best suppliers of Alstom, in 2013. The company rendered
services in hydro-mechanical equipment, with manufacturing and recovery of components for
the hydroelectric plants contracted with the French industrial group by the Federal Government
inside the Growth Acceleration Program (PAC), in the Complex of Madeira River, in Rondnia.
8. Economic group
8.1. Description of the economic group issuer is inserted in, indicating:
a) Direct and indirect controllers

As indicated in item 15.1 of this Reference Form, the Company is controlled by: (i) Nippon
Group, comprised of: Nippon Usiminas Co. Ltd., Nippon Steel & Sumitomo Metal Corporation
(new name for Nippon Steel Corporation), Metal One Corporation and Mitsubishi Corporation
do Brasil S.A.; (ii) T/T Group, comprised of: Confab Industrial S.A., Prosid Investments S.C.A.,
Siderar S.A.I.C and Ternium Investments S..r.l.; and (iii) Previdncia Usiminas.
(i)
Nippon Group:
Nippon Usiminas Co., Ltd., a company organized and existing under the laws of Japan, with
main place of business in 6-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-0004, registered
with the Corporate Taxpayers ID (CNPJ/MF) under No. 005.527.337/0001-75, comprised of
Japanese companies and Japanese government institutions with the specific purpose of owning
Usiminas stock.
Nippon Steel & Sumitomo Metal Corporation (new name for Nippon Steel Corporation), a
company organized and existing under the laws of Japan, with main place of business in
Marunouchi Park Bldg., 2-6-1, Marunouchi, Chiyoda Ward,100-8071, Tokyo, Japan, registered
with CNPJ under No. 005.473.413/0001-07, part of Nippon Steel & Sumitomo Metal
Corporation Group, owner of 89.35% of the ordinary shares of Nippon Usiminas. The principal
shareholders with interest in the capital stock of NSSMC are: Japan Trustee Service Bank, Ltd.
(10.1%) Sumitomo Metal Industries, Ltd. (4.2%), CBHK-Korea Securities Depository (3.5%),
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Nippon Life Insurance Company (3.3%) and The Master Trust Bank of Japan, Ltd. (3.0%), as
described in item 15.1 of this Reference Form.
Mitsubishi Corporation do Brasil Ltda., a limited Brazilian company, registered with CNPJ/MF
under No. 061.090.619/0001-29, with its main place of business located at Av. Paulista, No.
1294, 23 andar - sala 221 - Bela Vista, in the City of So Paulo, State of So Paulo, is a
wholly-owned subsidiary of Mitsubishi Corporation.
Metal One Corporation, a company organized and existing under the laws of Japan, registered
with CNPJ/MF under No. 005.733.199/0001-80, with main place of business at 23-1, 3chome, Shiba, Minato-ku, Tokyo 105-0014, Japan, is an affiliate of Mitsubishi Corporation.
(ii)
T/T Group:
Confab Industrial S.A., a Brazilian company, with its main place of business located at Rua
Manoel Coelho No. 303, 7 andar, Conjunto 72, Centro So Caetano do Sul, 09510-100, So
Paulo - SP, Brazil, registered with CNPJ/MF under No. 60.882.628/0001-90, controlled by
Tenaris S.A., company organized and existing under the laws of Luxembourg, through
companies Tenaris Investiments S.r.l and Siderca S.A.I.C;
Prosid Investments S.A., company organized and existing under the laws of Uruguay, with
main place of business in La Cumparsita 1373, 2 andar, Montevideo 11200, Uruguay,
registered with CNPJ/MF under No. 14.759.342/0001-02, and controlled by Siderar S.A.I.C.;
Siderar S.A.I.C., publicly-held entrepreneurial company organized and existing under the laws
of Argentina, listed on the Stock Exchange of Buenos Aires Argentina, with main place of
business in Carlos M. Della Paolera 299, 16 andar, C1001AAF, Buenos Aires, Argentina,
registered with CNPJ/MF under No. 05.722.544/0001-80, controlled by Ternium S.A., company
organized and existing under the laws of Luxembourg; and
Ternium Investments S. r.l., company organized and existing under the laws of Luxembourg,
with main place of business at No. 29, avenue de la Porte-Neuve, L-2227 Luxembourg, the
Grand Duchy of Luxembourg, registered with CNPJ/MF under No. 12.659.927/ 0001-17, and a
wholly-owned subsidiary of Ternium S.A.
Tenaris S.A. and Ternium S.A. are controlled by San Faustin S.A., company organized and
existing under the laws of Luxembourg, which indirectly holds through its Luxembourg whollyowned subsidiary, Techint Holdings S. r.l., approximately 60.5% of stock issued by Tenaris
S.A. and 62% of stock issued by Ternium S.A. The company Tenaris S.A. owns 11.46% of
stock issued by Ternium S.A.
Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, a Dutch private
foundation (RP STAK), owns shares issued by San Faustin S.A. in sufficient number to control
San Faustin S.A. No person or group of persons controls RP STAK.
(iii)
Previdncia Usiminas:
Previdncia Usiminas, a Brazilian company, registered with CNPJ/MF under No.

16.619.488/0001-70, with its main place of business located at Rua Prof. Vieira de Mendona,
No. 3011, 1 andar, CEP 31310-260, in the City of Belo Horizonte, State of Minas Gerais.
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b) Subsidiaries and affiliates
Corporate Name
Codeme Engenharia S.A.
Company
Participation in
the total capital
of the Company
at 03/31/2014
Affiliate
30.7692%
Cosipa Commercial Ltd.
Subsidiary
100%
Cosipa Overseas Ltd.
Subsidiary
100%
Fasal Trading Brasil S.A. (*)

Metalcentro Ltda.
MetForm S.A.
Minerao Usiminas S.A.
Modal Terminal de Graneis Ltda. (*)
MRS Logstica S.A.
Jointly-controlled
50%
Subsidiary
100%
Affiliate
30.7692%
Subsidiary
70%
Jointly-controlled
35%
Affiliate
11.4137%
Rios Unidos Logstica e Transportes de Ao Ltda.
Subsidiary
100%
Solues em Ao Usiminas S.A.
Subsidiary
68.877893%
Paraopeba Cargo Terminal
Affiliate
22.222%
Sarzedo Cargo Terminal
Affiliate
22.222%
Unigal Ltda. (*)
Jointly-controlled
70%
Usiminas APS
Subsidiary
100%
Usiminas Commercial Ltd.
Subsidiary
100%
Usiminas Denmark
Subsidiary
100%
Usiminas Electrogalvanized Steel ApS
Subsidiary
100%
Usiminas Europa S.A
Subsidiary
100%
Usiminas Galvanized Steel ApS
Subsidiary
100%
Usiminas International Ltd.
Subsidiary
100%
Usiminas Mecnica S.A.
Subsidiary
99.9975%
Usiminas Participaes e Logstica S.A.
Subsidiary
100%
Jointly-controlled
50%
Usiroll Usiminas Court Tecnologia em Acabamento

Superficial Ltda. (*)
(*) As of January 2013, these companies started to be presented by the equity method in the consolidated
financial statements of the Company.
c) Interest of issuer in the group's companies

The company holds no interest in other companies of the group besides those described above.
d) Interests of companies of the group in issuer

There is no interest by any of the companies of the group to which the Company belongs to
besides those described above.
e) Companies under common control

The Company has no interest in companies under common control.
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8.2. Economic group's organization chart

The organization chart presented below shows the organizational structure of the Company's economic group:
PARTICIPATION IN COLIGATES AND/OR CONTROLLED (POSITION ON 3/31/2014)
GRUPO
NIPPON
VOTING
SHARES
PARTICIPATION
99.9975%
USIMINAS
MECNICA
PARTICIPATION
50%
FRASAL
TRAIDING
BRASIL S.A.
PARTICIPATION
60.877833%
SOLUES EM AO
USIMINAS S/A
PARTICIPATION
99.0 %
CAIXA PREVI
BCO BRASIL
TERNIUM
CSN
OTHER
VOTING
SHARES
VOTING S
VOTING
SHARES
VOTING
SHARES
VOTING
SHARES
PARTICIPATION
100 %
PARTICIPATION
100 %
PARTICIPATION
100 %
COSIPA
COMMERCIAL
USIMINAS
EUROPE
USIMINAS
INTERNATIONAL
KATAR
DENMARK
LUXEMBOURG
PARTICIPATION
100 %
PARTICIPATION
100 %
PARTICIPATION
100 %
COSIPA
OVERSEAS
METALCENTRO
CAIXA EMPR
USIMINAS
USIMINAS
DENMARK
USIMINAS
DENMARK
KATAR
DENMARK
DENMARK
PARTICIPATION
90.7692 %
PARTICIPATION
100 %
PARTICIPATION
100 %
METFORM S.A.
USIMINAS
ELCTRO
DENMARK
DENMARK
PARTICIPATION
90.7692 %
CODEME
ENGENHARIA S.A.
USIMINAS
APS
PARTICIPATION
70 %
UMIGAL
PARTICIPATION
10.0 %
USIROLL
PARTICIPATION
100 %
RIOS UNIDOS
PARTICIPATION
100 %
USIMINAS
COMMERCIAL
KATAR
PARTICIPATION
70 %
MUSA
PARTICIPATION
%
MODAL50
TERMINAL
DE GRANIS
Company abroad with their own Accounting or office
PARTICIPATION
22.222
TCS %
Own accounting in the company or office
TERM. CARGA
SARZEDO
Company abroad with their Accounting at Usiminas

Company in Brazil with their Accounting at Usiminas
Company with Accounting follow-up at Usiminas
PARTICIPATION
22.222
TCP%
TERM. CARGA
PARAOPEBA
PARTICIPATION
89.9 %
UPL
PARTICIPATION
11.1945 %
MRS
LOGSTICA
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8.3. Restructuring transactions, mergers, spin-offs, acquisitions of shares, disposals

and acquisitions of corporate control and acquisitions and disposals of major assets:
Regarding this information for the last three fiscal years, see item 6.5 of this Reference Form.
8.4. Provide other information that the issuer deems relevant.

In addition to the information provided above, the Company believes that there is additional
relevant information to be provided in item 8 of this Reference Form.
9. Relevant assets
9.1. Material fixed assets for the development of Company activities, indicating:
a) Fixed assets, including those rented or leased, identifying location.

Total Area
(Thousan
d m)
Built Area
(Thousand
m)
Type of Property
Property Address
Municipality
UF
CORPORATE HEAD OFFICE
RUA PROF. JOS VIEIRA DE

MENDONA, 3011
BELO HORIZONTE
MG
72.0
45.0
FEITOSA I, II, III
IPATINGA
IPATINGA
MG
10,579.0
0.0
LAGOA SILVANA
BR 458
CARATINGA
MG
6,120.0
0.1
POO REDONDO GROUND
SANTANA DO PARASO
SANTANA DO PARASO
MG
2,276.0
0.0
CAPTAIN EDUARDO WAREHOUSE
INDUSTRIAL CITY
SANTA LUZIA
MG
79.0
6.0
INTENDENTE CMARA PLANT
RODOVIA BR 381, KM 210
IPATINGA
MG
10,500.0
1,100.0
SERVICE CENTER - TAUBAT - SP
AV. PROJETADA 1, S/N - B.

PIRACANGAGUA
DIST. PIRACANGAGUA
SP
191.4
5.6
AIRPORT
SANTANA DO PARASO
SANTANA DO PARASO
MG
703.0
0.0
JOS BONIFCIO DE ANDRADA

PLANT
ESTRADA DE PIAAGUERA, KM6
CUBATO
SP
10,000.0
781.0
MINES AND LIMESTONE MINES
CHCARA SANTA CATARINA S/N
SALTO DE PIRAPORA
SP
624.0
0.0
CUBATO TERMINAL
ESTRADA DE PIAAGUERA, KM 6
CUBATO
SP
194.0
0.0
UTINGA TRANSHIPMENT TERMINAL
AVENIDA DOS ESTADOS, N 3001
SANTO ANDR
SP
124.0
6.0
SANTANA DO PARAISO GROUNDS (

PART )
SANTANA DO PARAISO
SANTANA DO PARAISO
MG
5,352.01
0.0
PORTO ITAGUA/SEPETIBA
ITAGUA
ITAGUA
RJ
968.0
0.0
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b) Patents, trademarks, licenses, concessions, franchises and technology transfer agreements,

informing: duration; covered territory; events that could lead to loss of rights to such assets;
possible consequences from the loss of such rights to the Company:
Patents
Description of Patents
i) Duration
ii)Territory
Device for disassembly and assembly of axles from sectors of sintering machinery
7/20/2015
In the country
Mixture for manufacture of autoclaved cellular concrete
8/28/2016
In the country
Process for the manufacture of heavy plates in the normalized condition directly from hot lamination
7/24/2017
In the country
11/13/2017
In the country
2/12/2018
In the country
12/12/2019
In the country
3/18/2020
In the country
1/9/2022
In the country
9/21/2020
In the country
Process for obtaining black glass and dark ceramic as of Steelmaking slag
10/18/2020
In the country
Equipment to optimize the permeability of sintering mixtures
12/11/2020
In the country
Method for checking for leaks in the gas piping of industrial oven combustion systems
12/11/2020
In the country
Wet dedusting system using elevated reservoir for mineral coal handling machines
12/20/2020
In the country
Material for application in cracks and voids of refractory coatings, process and application of the material
and equipment for the application of the material
12/28/2020
In the country
Equipment for assessment of refractory resistance to oxidation
3/14/2021
In the country
Deflector skirt for directing liquid pig iron flowing from torpedo cars
5/13/2021
In the country
Improvement in heat exchanger sealing system

Reference pulley steel wire exhaust blocking device
Equipment for simulation of thermal cycle for assessment of thermal fatigue of continuous casting rolls
Adjustable leveling system for sintering machines
Improvement in device for accelerated corrosion testing of metallic materials by the alternating immersion
method
System for determining thermal profile of Blast Furnaces
Pilot equipment for controlled deposition of oil in plates

System for continuous measurement of temperature of liquid metal using optical process
Device for protection of electromechanical components from torpedo cars and railroads in the total
depletion of Blast Furnace pig iron
Equipment for inspection of Blast Furnace walls in operation
Structural steel having high resistance to atmospheric corrosion with low copper content
8/9/2021
In the country
9/26/2021
In the country
11/21/2021
In the country
8/15/2022
In the country
8/15/2022
In the country
10/23/2022
In the country
Jacketing piping with steam intake chamber
1/16/2023
In the country
Upper valve extractor device and porous plug in Steelwork steel cooking pots
6/25/2023
In the country
Support Adapter bracket of rotary pincers for moving coils of machine wire using two hooks "C"
3/19/2023
In the country
System for determining the weight of pig iron in torpedo car
4/23/2023
In the country
System for measuring the temperature of the buffering mass of the Blast Furnace running bore
9/7/2023
In the country
Device for cyanide analysis in solid wastes and Gasometer oils
9/8/2023
In the country
Mobile device for anchoring of conveyor belt back rollers
Device for removal of short plates from Casting machine shafts
9/7/2023
In the country
Valve sealing device for eliminating contamination by nitrogen from the air in Continuous Casting steels
12/3/2023
In the country
Improvement in oil-water emulsion magnetic cleaning device
12/1/2024
In the country
Device for continuous temperature measurement of liquid steel in the distributor with infrared pyrometer
and optical fiber
6/6/2026
USA
and optical fiber
6/6/2026
EPO - France
and optical fiber
6/6/2026
EPO - Italy
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and optical fiber
6/6/2026
EPO Germany
and optical fiber
6/6/2026
EPO - Spain
and optical fiber
6/7/2026
Japan
and optical fiber
6/7/2026
China
and optical fiber
6/6/2026
Russia
iii) Events that could lead to losing the rights to such assets.
The invention patent
according to Brazilian
letter end after this
disputes involving the
rights.
is valid for 20 years and the utility model patent for 15 years,
law. The privilege or rights over the subject matter of the patent
period, when it becomes public domain. There are no defaults or
Company that may culminate in loss of the aforementioned patent
iv) Possible consequences to issuer from the loss of such rights

The licensing or sale of Usiminas patents provide benefits in two ways: (a) royalties from
the sale of the licensed patent, where sales to third parties occur; (b) or discount on the
purchase of inputs provided by partners in the development of the patented subject matter.
Regarding current patents owned by the Company, in the case of loss of rights over these
patents, the Company would not suffer significant financial impact, since the amounts
involved are not material. However, the Company would no longer have the right to prevent
third parties from using / producing / trading the product under patent.
Trademarks
The Company and its subsidiaries, affiliates and companies under common control currently
use 8 registered and disclosed trademarks; namely : Usiminas, Usiminas Mecnica, Unigal,
Sade Usiminas, Previdncia Usiminas, Instituto Cultural Usiminas, Solues Usiminas and
Minerao Usiminas. These trademarks are owned by the Company and were registered under
the relevant categories related to activities performed by the Company and its subsidiaries
affiliates and companies under common control.
The Company also owns the following trademarks:
Registration Number
Class
Nature
(figurative,
nominative or
mixed)
CANAL ABERTO (OPEN CHANNEL)
812990293
11:10
Nominative
Filed
12/1/1986
COS-EP 400 RC
813732891
06 : 20 - 30
Nominative
Filed
9/14/1987
COS EEP CC TI
816301778
06 : 20 - 30
Nominative
Filed
8/8/1991
COS EEP CC T2
816301786
06 : 20 - 30
Nominative
Filed
8/8/1991
COSIPISO
816760497
06 : 20 - 30
Nominative
Registered
6/24/1992
USIGALVE-EEP
817554483
06 : 20 - 30
Nominative
Registered
9/28/1993
USIGALVE-EEP-PC
817554491
06 : 20 - 30
Nominative
Registered
9/28/1993
Mark
Status
Date of
Deposit/Registration
105
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
9/28/1993
USIGALVE-PLUS-EEP
817554505
06 : 20 - 30
Nominative
Registered
USIGALVE-N
818327243
06 : 20 - 30
Nominative
Registered
2/6/1995
USIFIRE
818327251
06 : 20 - 30
Nominative
Registered
2/6/1995
AEROPORTO DA USIMINAS (USIMINAS

AIRPORT)
819846252
NCL(8 ) 39
Mixed
Registered
1/21/1997
COSEL
819740934
06 : 20 - 30
Nominative
Filed
3/14/1997
COS EEP
819740942
06 : 20 - 30
Nominative
Filed
3/14/1997
USICIVIL
819896896
40:15:00
Nominative
Registered
3/14/1997
USICIVIL
819896900
37 : 05 - 40
Nominative
Registered
3/14/1997
USIBRAS
819955280
06 : 20 - 30
Nominative
Registered
INTERACTION
820431990
11:10
Mixed
Filed
USICORT
821885715
NCL(8 ) 06
Bearer
Registered
7/15/1999
USILIGHT
822125889
NCL(8 ) 06
Bearer
Registered
10/8/1999
USILIGHT
822185164
7:20 PM
Mixed
Filed
10/8/1999
USICORT
822185334
06 : 20 - 30
Mixed
Filed
10/15/1999
USISAMPLE
826576931
NCL(8 ) 09
Mixed
Filed
4/23/2004
USI-ABRA-L
827346492
NCL(8 ) 06
Nominative
Filed
3/8/2005
USI-AR-400-L
827357621
NCL(8 ) 06
Nominative
Filed
3/30/2005
USI-AR-360-L
827357630
NCL(8 ) 06
Nominative
Filed
3/30/2005
USI-AR-360-VO-Q
827357648
NCL(8 ) 06
Nominative
Filed
3/30/2005
USI-AR-360-Q
827357656
NCL(8 ) 06
Nominative
Filed
3/30/2005
USIMINAS
827441339
NCL(9 ) 06
Mixed
Filed
4/7/2005
USISAMPLE
900875089
NCL(9 ) 09
Nominative
Filed
4/24/2008
USIMINAS
901437085
NCL(9 ) 06
Mixed
Filed
2/4/2009
USIMINAS
901572365
NCL(9 ) 06
Nominative
Registered
4/14/2009
UNIGAL USIMINAS
901861480
NCL(9 ) 06
Mixed
Filed
8/13/2009
10/1/2013
6/9/1997
12/22/1997
UNIGAL USIMINAS
906828848
NCL(10)06
Mixed
Awaiting
opposition
submission
deadline
Automotiva Usiminas
901861456
NCL(9 ) 12
Mixed
Registered
8/13/2009
8/13/2009
DUFER USIMINAS
901861499
NCL(9 ) 06
Mixed
Request Awaiting
Appeal
Fasal Usiminas
901861596
NCL(9 ) 06
Mixed
Request Awaiting
Appeal
8/13/2009
UMSA
818591838
7:35 AM
Nominative
Registered
5/18/1995
818591854
37:05 25-40
Nominative
Registered
5/18/1995
UMSA
818591846
37:40 41 42
Nominative
Registered
5/18/1995
UMSA
818591862
6:30 AM
Nominative
Registered
5/18/1995
UMSA
818591889
07:25 - 30
Nominative
Registered
5/18/1995
UMSA
818591897
7:20 PM
Nominative
Registered
5/18/1995
USIMINAS MECNICA
818623942
37:05 25 40
Mixed
Registered
6/14/1995
USIMINAS MECNICA
818623950
37:56
Figurative
Registered
6/14/1995
Request
Communicated
7/18/2011
UMSA
USIMINAS
903863642
NCL(9)06
Mixed
USIMINAS
901572454
NCL(9)06
Figurative
Registered
4/14/2009
SINCRON
830751211
NCL(9)06
Nominative
Registered
8/4/2010
8/4/2010
CYCLE
830751181
NCL(9)06
Nominative
Suspended
Request
EZULT
830751190
NCL(9)06
Nominative
Registered
8/4/2010
SETTER
830751203
NCL(9)06
Nominative
Register
8/4/2010
RAVUR
830751351
NCL(9)06
Nominative
Registered
8/6/2010
ARPER
830763724
NCL(9)06
Nominative
Registered
8/6/2010
EFFOR
830763708
NCL(9)06
Nominative
Def. Notif.
8/6/2010
106
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
8/6/2010
ARCTOS
830763716
NCL(9)06
Nominative
Registered
KORAGE
830763732
NCL(9)06
Nominative
Registered
8/16/1977
8/6/2010
Rios Unidos
006789110
38:20
Nominative
Registration
Extended
TESMAF
810105764
1.597222222
Nominative
Terminated
4/29/1981
TESMAF
811245861
1.677083333
Nominative
Registered
7/26/1983
USISADE
828721483
NCL(8)36
Mixed
Registered
USISADE
902214527
NCL(9)36
Mixed
Filed
COSIPA
002472902
01:10 -75 -85
Nominative
Registered
COSIPA
002178362
NCL(8)01
Nominative
Terminated
2/4/1959
COSIPA
007535759
0.256944444
Mixed
Terminated
6/21/1968
COSIPA
006126456
01:85 90
Mixed
Registered
6/21/1968
COSIPA
004095120
0.065972222
Nominative
Registered
2/16/1971
COS AR
810901293
06:10 20 30
Nominative
Registered
7/2/1982
COS AR COR
811363767
06:10 20 30
Nominative
Registered
11/10/1983
COS COR
812944828
06:20 30
Nominative
Registered
10/30/1986
COS RD
812944810
06:20 30
Nominative
Registered
10/30/1986
COS FIT
817751750
0.270833333
Nominative
Registered
3/30/1994
COSIPA
817965726
1.677083333
Nominative
Registered
7/28/1994
COSIPA
817965700
38:20 - 40
Nominative
Registered
7/28/1994
COSIPA
817965718
36:70
Nominative
Registered
7/28/1994
COSIPA
817965769
38:20 - 40
Mixed
Registered
7/28/1994
COSIPA
817965734
1.580555556
Nominative
Registered
7/28/1994
COSIPA
817965742
1.677083333
Mixed
Registered
7/28/1994
COSIPA
817965750
36:70
Mixed
Registered
7/28/1994
COSIPA
817965777
1.580555556
Mixed
Registered
7/28/1994
COS ALLOY
818443340
06:20 30
Nominative
Registered
4/10/1995
COS COR II
818443359
0.270833333
Nominative
Registered
4/10/1995
COSIPA
818501626
38:20 - 40
Mixed
Registered
6/9/1995
COSIPA
818501634
01:85 - 90
Mixed
Registered
6/9/1995
COSIPA
818501588
1.580555556
Mixed
Registered
6/9/1995
COSIPA
818501896
1.677083333
Mixed
Registered
6/9/1995
COSIPA
818501600
36:70
Mixed
Registered
6/9/1995
COSIPA
818501618
06:10 -20 - 30
Mixed
Registered
6/9/1995
COSIPA
818501596
40:15
Mixed
Registered
6/9/1995
COSADE
819068560
1.677083333
Nominative
Registered
3/13/1996
COS CF 500
819083372
06:20 30
Nominative
Registered
3/28/1996
COSIPA
823254992
NCL(7) 16
Mixed
Registered
5/15/2001
COSIPA
823255000
NCL(7) 39
Mixed
Registered
5/15/2001
COSIPA AT SCHOOL
823254950
NCL(7) 41
Mixed
Registered
5/15/2001
COSIPA
823255018
NCL(7)40
Mixed
Registered
5/15/2001
COSIPA
823255026
NCL(7) 35
Mixed
Registered
5/15/2001
COSIPA
823255034
NCL(7) 42
Nominative
Registered
5/15/2001
COSIPA
823255042
NCL(7) 42
Mixed
Registered
5/15/2001
COSIPA NA ESCOLA (COSIPA AT SCHOO)L
823254933
NCL(7) 35
Nominative
Registered
5/15/2001
COSIPA NA ESCOLA (COSIPA AT SCHOOL)
823254941
NCL(7) 41
Nominative
Registered
5/15/2001
COSIPA
823255050
NCL(7) 01
Mixed
Registered
5/15/2001
COSIPA
823254984
NCL(7) 06
Mixed
Registered
5/15/2001
COSIPA
823254976
NCL(7) 36
Mixed
Registered
5/15/2001
COSIPA NA ESCOLA (COSIPA AT SCHOOL)
823254968
NCL(7) 35
Mixed
Registered
5/15/2001
CHAPA (PLATE)
823470199
NCL(7) 16
Nominative
Registered
7/26/2011
8/1/2006
12/21/2009
6/20/1956
107
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
INTERAO COSIPA (COSIPA
INTERACTION)
826204252
NCL(8) 16
Nominative
Registered
Projeto Mantiqueira (Mantiqueira Project)
900077271
NCL(8) 41
Mixed
Projeto Mantiqueira (Mantiqueira Project)
900252480
NCL(9) 41
SOLUES EM AO USIMINAS
840101740
NCL (10)35
SOLUES EM AO USIMINAS
840101759
NCL (10)40
MINING USIMINAS
904792200
USIPREV
PREVIDNCIA USIMINAS CAIXA DOS
EMPREGADOS DA USIMINAS
PREVIDNCIA USIMINAS
Nominative
3/12/2004
Registered
11/9/2006
Registered
3/27/2007
Mixed
Request Com.
4/24/2012
Mixed
Request Com.
4/24/2012
NCL (10) 06
Mixed
Request Com.
5/10/2012
904738833
NCL (10) 36
Mixed
Request Com.
4/23/2012
904771814
NCL (10) 36
Mixed
Request Com.
5/4/2012
904801152
NCL (10) 36
Mixed
Request Com.
5/15/2012
i) Duration
In Brazil, the acquisition of a trademark is only possible through trademark registration validly
issued by the National Institute of Intellectual Property ("INPI"), where the holder is
guaranteed the right to exclusive use throughout the country for 10 years from the date of
concession of registration, renewable for equal and successive periods. During the registration
process, the applicant has only an expectation of the right to use the trademarks applied for,
to identify its products and services.
ii ) Affected territory
The trademarks owned by the Company were registered in Brazil, with no registered
trademarks abroad.
The Company is not aware of any event that may cause the loss of its intellectual property
and trademarks.
iv) Possible consequences to issuer from the loss of such rights
The possible loss of rights over the trademarks registered by the Company and companies of
Usiminas would cause the end of the right to their exclusive use in Brazil and it would face
difficulties to prevent third parties from using identical or similar trademarks to market its
products. In addition, if the Company or companies of Usiminas prove not to be the legitimate
owners of the trademarks they use, there would be the possibility of suffering from litigation at
criminal and civil levels for improper use of trademark and infringement of third party rights.
As discussed above, the trademark "Usiminas" is one of the most valuable assets of the
Company, which is why, notwithstanding loss of corporate identity, the loss of right to the
trademark would have a material adverse impact on its business.
108
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Mining concessions
Mining companies in Brazil can only explore and extract mineral resources according to their
mining concessions provided by the National Department of Mineral Production - DNPM,
autarchy of the Ministry of Mines and Energy of the Brazilian government. DNPM grants
mineral research permits to the applicant for an initial period of three years. These permits are
renewable as per discretionary decision of DNPM for a further period of one to three years,
provided that the applicant demonstrates that the extension is necessary for the proper
completion of the research activity. Local research activities must begin within 60 days from
the official publication of the exploration license. After completing the activities of mineral
exploration at the site, the company must submit a (positive or negative) final report to DNPM.
If the geological survey reveals the existence of mineral deposits that are economically
exploitable, the applicant company has one year (which may be extended by DNPM) from the
approval of the final research report by DNPM to submit Economic Exploitation Plan (PAE),
which shall contain a project descriptive memorandum, detailing the mining method to be
adopted, the sizing of equipment, the economics involved and other legal requirements of the
Mining Code. After approval of the PAE by DNPM, and its publication in the Brazilian Federal
Gazette (DOU), the entrepreneur must submit Installation License, provided by the
competent environmental agency, in a period of 180 days. When the mining concession is
published, the dealer shall require the issuance of tenure of the deposit, which identifies the
boundaries of the concession in the field, and start mining activities within at most six months.
DNPM provides grant for an indefinite period lasting until depletion of the mineral deposit. The
extracted minerals that are specified in the mining concession belong to the mining
concessionaire. With the prior approval of DNPM, the concessionaire can transfer it to an
unrelated party that is qualified to possess the mining concession. The entrepreneur must
submit, on an annual basis, the Annual Mining Report, where data on mining, production, sale
and collection of taxes and the Financial Compensation for Exploiting Mineral Resources - CFEM
shall be presented. Failure to present the RAL - Annual Mining Report can result in penalties
provided for in the mining code.
The Company and Minerao Usiminas have several mining titles, including requirements for
research, exploration permits and mining concessions, namely:
Description of authorizations from DNPM
(i)
Mining concession in the city of Itatiaiuu/Itana - Case DNPM # 830.300/79
Undetermined
Validity
(ii)
National
Territory
Mining concession in the city of Itatiaiuu - Case DNPM # 800.540 /75
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Mining concession in the city of Itatiaiuu/Itana - Case DNPM # 805.221/77
Undetermined
National
Mining concession in the city of Itana/Mateus Leme - Case DNPM #

815.055/73
Undetermined
National
Mining concession in the city of Itana - Case DNPM # 831.056/81
Undetermined
National
Mining concession in the city of Itana - Case DNPM # 830.373/78
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Mining request in the city of Itatiaiuu/Mateus Leme - Case DNPM #

803.154/78
Undetermined
National
109
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
Mining concession in the city of Mateus Leme - Case DNPM # 815.054/73
Undetermined
www.usiminas.com
National
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Mining request in the city of Igarap/Itatiaiuu/Mateus Leme - Case DNPM #

830.049/79
Undetermined
National
Undetermined
National
Undetermined
National
Undetermined
National
Mining request in the city of Itatiaiuu - Case DNPM # 831.143 /03
8/1/2009
National
6/20/2011
National
6/20/2011
National
Search Permit in the city of Rio Manso Case DNPM # 832.649/10
9/23/2014
National
9/23/2014
National
9/23/2014
National
10/3/2014
National
9/23/2014
National
9/23/2014
National
9/23/2014
National
9/23/2014
National
10/3/2014
National
9/23/2014
National
9/23/2014
National
9/23/2014
National
Undetermined
National
9/02/2014
National
Undetermined
National
9/23/2014
National
Mining concession in the city of Itatiaiuu/Itana - case DNPM # 830.364/88
2/23/1997
National

830.443/83
2/28/1989
National
11/13/1987
National

831.075/85
7/25/1989
National

830.149/81
4/20/1985
National
Mining request in the city of Igarap/Mateus Leme - Case DNPM # 803.274/78
5/16/2011
National
8/4/2008
National
12/10/1988
National
Mining request in the city of Brumadinho/Igarap - Case DNPM # 830.343/82
8/3/1991
National
3/22/2009
National
9/28/2004
National
Request of Search in the city of Rio Manso Case DNPM # 832.670/10

Request of Search in the city of So Joaquim de Bicas Case DNPM #
832.715/10
Mining request in the city of Igarap/Itatiaiuu/Mateus Leme - Case DNPM #

830.035/03
Mining request in the city of Igarap/Itatiaiuu - Case DNPM # 805.218/77
2/10/1990
National
Request of Search in the city of Itatiaiuu Case DNPM # 833.399/2011
Undetermined
National
Search Permit in the city of Marliria Case DNPM # 831.962/2012
Undetermined
National
Undetermined
National
Undetermined
National
110
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
Undetermined
www.usiminas.com
National
Request of Search in the city of Cludio Case DNPM # 830.414/2014
Undetermined
National
Request of Search in the city of Cludio Case DNPM # 830.415/2014
Undetermined
National
Mining concession in the city of Pirapora do Bom Jesus/SP - case DNPM #

802.561/76
Undetermined
National
Mining concession in the city of Prudente de Morais/MG - Case DNPM # 73/61
Undetermined
National
Mining concession in the city of Salto de Pirapora/SP - Case DNPM #

007.535/63
Undetermined
National

008.235/62
Undetermined
National

008.234/62
Undetermined
National

000.996/60
Undetermined
National
The Company is not aware of any event that may cause the loss of its mines.
iv ) Possible consequences of the loss of such rights to the issuer

In the case of loss of concessions from DNPM, Minerao Usiminas would have its mining
activities paralyzed in the respective areas. A complete halt of the ventures would only
occur after the loss of all concessions in the name of the company, and the risk of losing
the concessions is very low, resulting from the noncompliance with all obligations to DNPM,
and even then, only after opening an administrative proceeding against the holder, against
which appeal is permitted.
The loss of all concessions, which is highly unlikely, as mentioned above, may impact the
cost of iron ore for the company, since this amount of iron ore to be compensated, would
likely be purchased in the market at a unit cost that is higher than its own production cost.
111
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
c) The companies in which issuer has ownership interest and in respect to them inform:
Headquarters
Automotiva Usiminas S.A

Codeme Engenharia S.A.
Market
Value of
interest
Book Value of Interest (PL)
Corporate Name
Has
registration
with CVM
Pouso Alegre MG
No
Subsidiary
/
Affiliate
Subsidiary
Appreciation
or
devaluation
of interest ,
according to
the market
value
Appreciation or (devaluation) of interest ,

according to the book value
Ownership
interest %
12/31/2013
12/31/2012
12/31/2011
12/31/2013
100
119,701
116,005
N/A
12/31/2013
12/31/2012
12/31/2011
(119,701)
3,696
13,817
Years of
2013,
2012 and
2011.
Dividends received
12/31/2013
12/31/2012
12/31/2011
N/A
675
3,407
4,303
Betim MG
No
Affiliate
30.77
47,925
45,593
38,290
N/A
2,332
7,303
505
N/A
2,743
1,872
Cosipa Commercial Ltd.
Cayman Islands
No
Subsidiary
100
32,200
21,263
N/A
10,937
21,263
N/A
Cosipa Overseas Ltd.
Cayman Islands
No
Subsidiary
100
16,007
19,021
17,579
N/A
(3,014)
1,442
3,401
N/A
B. Horizonte MG
No
Jointlycontrolled
Betim - MG
No
Affiliate
B. Horizonte MG
No
Subsidiary
Rio de Janeiro
1.794-9
Affiliate
Rios Unidos Logstica e

Transportes de Ao Ltda.
Itaquaquecetuba
- SP
No
Subsidiary
100
Solues em Ao Usiminas SA
B. Horizonte MG
No
Subsidiary
68.88
756,461
70
636,738
680,713
Fasal Trading Brasil S.A.

MetForm S.A.
Minerao Usiminas S.A.
MRS Logstica S.A.
50
10,380
10,078
9,617
N/A
302
461
1,133
N/A
(333)
333
30.77
11,985
10,956
17,840
N/A
1,029
(6,884)
1,549
N/A
1,052
4,541
1,002
70
4,070,034
3,623,069
3,227,712
N/A
446,965
395,357
342,180
N/A
176,510
58,689
113,598
11.41
7,762
7,027
6,424
N/A
735
603
6,424
N/A
530
630
335
9,459
10,206
N/A
(9,459)
(747)
(1,226)
N/A
773,441
768,198
N/A
(16,980)
5,243
(25,803)
N/A
11,336
754,728
N/A
(43,975)
(74,015)
81,000
N/A
161,000
175,000
17,500
Unigal Ltda
B. Horizonte MG
No
Jointlycontrolled
Usiminas Commercial Ltd.
Cayman Islands
No
Subsidiary
100
52,224
24,857
N/A
27,367
24,857
N/A
Denmark
No
Subsidiary
100
1,742,345
1,588,086
1,962,977
N/A
154,259
(374,891)
336,768
N/A
Luxembourg
No
Subsidiary
100
34,676
34,667
217,362
N/A
(182,695)
30,494
N/A
207,970
Usiminas Mecnica S.A.
B. Horizonte MG
No
Subsidiary
99.99
534,255
556,691
706,146
N/A
(22,436)
(149,455)
40,322
N/A
133,240
30,597
Usiminas Participaes e
Logstica S/A
So Paulo - SP
No
Subsidiary
16.70
55,280
51,278
45,944
N/A
4,002
5,334
7,322
N/A
4,467
2,883
2,281
Ipatinga - MG
No
Jointlycontrolled
50
8,743
7,542
5,948
N/A
1,201
1,594
642
N/A
Betim - MG
No
Affiliate
25
N/A
(10,706)
N/A
Usiminas Europa S.A.

Usiminas international Ltd
Usirrol Usiminas Court Tec.

In Surface Finish Ltda
Usifast Logstica Industrial
S.A.
Note: N/A = Not Applicable. Shares issued by the company are not traded in organized markets.
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(i) Activities of Subsidiaries

Automotiva Usiminas S.A. with main place of business in Pouso Alegre, State of Minas
Gerais, it is committed to production and sale of stamped steel parts. The Company sold
Automotiva Usiminas in 2013, as mentioned in item 6.5 of this Reference Form.
Codeme Engenharia S.A. with main place of business in Betim, Estado de Minas Gerais, it
manufactures and assembles steel constructions, especially industrial buildings, commercial
sheds and multi-storey buildings. Codeme has plants in Betim (Minas Gerais) and Taubat
(So Paulo).
Cosipa Commercial Ltd. - Headquartered on the Cayman Islands, it was organized in April
2006, aiming to optimize fundraising in foreign markets for Usiminas.
Cosipa Overseas Ltd. - Headquartered on the Cayman Islands, it was organized in February
1994 with the objective of optimizing the operations of foreign trade of Usiminas, to
facilitate purchases of imported raw materials and the export of steel products, besides
being an instrument of fundraising in the international market for financing the investments
of the Company.
Fasal Trading Brasil S.A. - its main activity is to promote negotiations as a Trading Company
exclusively on steel products abroad, for the Latin and Central American, European and
other markets.
MetForm S.A. - With main place of business in Betim, Minas Gerais, and its business
purpose is the manufacturing of steel roofing, galvanized steel decks and accessories, with
or without painting. Metform has plants in Betim (Minas Gerais) and Taubat (So Paulo).
Minerao Usiminas S.A. - With main place of business in Belo Horizonte, Minas Gerais, it is
a partnership between the Company (70%) and Sumitomo Group (30%), whose main
purpose is the extraction and processing of iron ore in the form of pellet feed, sinter feed
and pellets. Most of its production, which is extracted from mines in the Serra Azul region,
Iron Quadrangle of the state, is intended to be consumed by steel plants of the Company.
MUSA holds a 50% interest in the jointly-controlled subsidiary Modal Terminal de Granis
Ltda. ("Modal"), with main place of business in Itana, Minas Gerais, whose business
purpose is the operation of road and rail cargo terminals , storage and handling of ore and
steel products and cargo road transportation. It has a 22.22% interest in the associated
company Terminal de Cargas Sarzedo Ltda. ("Terminal Sarzedo") with main place of
business in Sarzedo, Minas Gerais, whose main activities are cargo storage, road and rail
terminal operation, warehousing and related services. It also holds a 22.22 % interest in
the associated company Terminal de Cargas Paraopeba Ltda. ("Terminal Paraopeba") with
main place of business in Sarzedo, Minas Gerais, its principal activities being the storage
and handling of cargo in general, the administration and operation of road and rail cargo
terminal and cargo road transportation. In addition, it fully controls Usiminas Participaes e
Logsticas S.A. ("UPL") with main place of business in So Paulo, Capital, whose business
purpose is exclusively to directly hold shares and other securities issued by MRS Logstica
S.A. In 2011, MUSA acquired interest in Minerao Ouro Negro S.A. ("Minerao Ouro
Negro") and merged with it in September 2012.
MRS Logstica S.A. - Headquartered in the city of Rio de Janeiro, MRS provides rail
transportation and logistics services in Southeastern Brazil. Usiminas interest in MRS
represents a strategic investment to optimize the supply of raw materials, transportation of
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finished products and third-party cargo transportation, mainly related to the operation of
the Company's marine terminals.
Rios Unidos Logstica e Transportes de Ao Ltda. established in Guarulhos, State of So
Paulo, and its main business purpose is to cargo road transportation.
Solues Usiminas S.A. - With main place of business in Belo Horizonte, Minas Gerais State,
it operates in the markets of distribution, services and small diameter pipes across Brazil,
offering its customers high value-added products. The Company is capable of processing
more than 2 million tons of steel a year in its 10 industrial units, strategically distributed in
the states of Rio Grande do Sul, So Paulo, Minas Gerais, Esprito Santo, Bahia and
Pernambuco. It serves various economic sectors, such as Automotive, Spare Parts, Civil
Construction, Distribution, Electric and Electronic Products, Machinery and Equipment and
Home Appliances, among other.
Unigal Ltda. - With main place of business in Belo Horizonte, Minas Gerais, it is a joint
venture established in 1998 by the Company (70%) and Nippon Steel & Sumitomo Metal
Corporation (30%), with the goal of transforming cold-rolled coils into hot-dip galvanized
coils, primarily to serve the automotive industry. Unigal, whose factory is located in
Ipatinga, Minas Gerais, has an installed galvanizing capacity of 1,030 tons of steel per year.
Usiminas Commercial Ltd. - Headquartered on the Cayman Islands, it was organized
April 2006, aiming to optimize fundraising in foreign markets for Usiminas.
in
Usiminas Europa A/S created in 2005, with main place of business in Copenhagen,
Denmark, its main business purpose is to hold investments in wholly-owned subsidiaries
Usiminas Galvanized Steel ApS (Usiminas Galvanized) and Usiminas Electrogalvanized
Steel ApS (Usiminas Electrogalvanized), whose main activity is to promote foreign trade
with customers of galvanized steel and electrogalvanized steel produced by Usiminas,
respectively.
Usiminas International Ltd. - Headquartered in the Principality of Luxembourg, it was
established in 2001 with the purpose of holding the Company's investments.
Usiminas Mecnica S.A. - With main place of business in Belo Horizonte, Minas Gerais, it is a
capital assets company engaging in various sectors, such as Metallic Structures, Naval and
Offshore, Oil and Gas, Industrial Equipment, Industrial Assemblies and Foundry and Railway
Wagons.
Usiminas Participaes e Logstica S.A. - With main place of business in So Paulo, Capital,
whose business purpose is exclusively to directly hold shares and other securities issued by
MRS Logstica S/A.
Usiroll Usiminas Court. Tecnologia em Acabamento Superficial Ltda. - With main place of
business in Ipatinga, Minas Gerais State, it is dedicated to the provision of services,
especially for grinding cylinders and rollers.
Usifast Logstica Industrial S.A. - Is a multimodal logistics operator with nationwide
operations. Usifast also retains extensive experience in port, terminal logistics management
and administration of customs stations - Dry Ports - offering Dry Port Industrial services.
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(ii) reasons for the acquisition and maintenance of stake in subsidiary / associated
company:
In addition to the reasons described in the above item, the Company acquired / formed or
holds interests in subsidiaries or associated companies listed above, in order to separate
assets for exploration of different segments and market opportunities, with the consequent
expansion of its branch activity, according to the activity performed by each of the
companies above.
9.2. Other Information that the Company deems relevant.

The Company believes that there is no other relevant information to be provided in this item 9
of the Reference Form.
10. Directors' Comments
10.1. Directors should comment on:
a) General financial and equity conditions

2013 represented for Usiminas a year of consolidation of several initiatives aimed at increasing
its profitability and reducing its level of indebtedness. Continued efforts to reduce costs and
increase efficiency in plants, controlling inventories and further in meeting the demands of our
clients. Consolidated adjusted EBITDA totaled R$ 1.806 billion, representing a significant
increase of 159.3% compared to the year 2012, which was of R$ 697 million. This is due to
better performance in all business units, highlighting the increased sales of Steel and Mining
units. Net debt, defined as gross debt less cash and cash equivalents, at the end of 2013
totaled R$ 3.4 billion. The net debt/EBITDA ratio at 12/31/2013 was 1.9 , while at 12/31/2012
it was 4.8. The current liquidity ratio (Current Assets/Current Liabilities) at 12/31/2013
reached 1.86, slightly lower than the 1.98 recorded at 12/31/2012.
In the year 2012, adjusted EBITDA totaled R$ 697 million, a decrease of 46% compared to
2011, which was R$ 1.3 billion, due mainly to the decrease in gross profit, with lower prices
and unfavorable sales mix in the steel production activity. Net debt at the end of 2012 was R$
3.7 billion, against R$ 3.9 billion in late 2011. The net debt/EBITDA ratio was 4.7 at
12/31/2012, showing a significant increase compared to the prior year as a result of the drop
in EBITDA. The current liquidity ratio at 12/31/2012 reached 1.98 against 3.05 recorded at
12/31/2011, mainly due to lower inventory volumes and increased balances of trade accounts
payable.
In 2011, EBITDA totaled R$ 1.3 billion and decreased by 52.3% when compared to 2010,
primarily due to increase in prices of major raw materials, lower sales volume by the Steel
activity and fall in average price in the domestic market, affected by imports.
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At 12/31/2011 the net debt/EBITDA ratio was 3.1. The liquidity ratio reached 3.05 at
12/31/2011.
The directors consider that the equity and financial conditions of the Company are sufficient to
meet its short and medium term liabilities. The improvement in financial indicators recorded in
2013 mainly due to the better performance of business reflected in EBITDA, led the company
to a position of greater comfort with the contractual terms of its financing.
Working capital and available cash amounts are sufficient for funding of its activities and cover
its cash needs for at least the next twelve months.
b) Capital structure and possibility of redemption of shares or units of interest

The directors of Usiminas believe that the conditions of debt and investments are adequate to
support future needs arising from investments, working capital and debt repayment.
The total liabilities of the Company, comprising the total liabilities to third parties, have been
reducing since 2011, as shown in the table below.
The ratio between equity and debt, net of cash and securities, can be summarized as under:
In thousand reais
2012
2011
R$ thousand
2013
Total Liabilities
12,524,049
14,260,747
14,338,847
Cash and cash equivalents and securities
3,468,816
4,660,876
5,131,805
Total Net Liabilities (A)
9,055,233
9,559,871
9,207,042
18,833,945
18,513,073
19,014,205
48%
52%
48%
Equity (B)
(A) / (B) ratio
i. Chance of redemption
The Company's articles of incorporation
Corporation Law must be followed.
are silent in this respect, thus the provisions in
ii. Formula for calculating the redemption value

In case of redemption, the Company will adopt the formula, observing the legal provisions.
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c) Ability to pay in relation to financial commitments assumed

At 12/31/2013, the Company had cash of R$ 3.5 billion (R$ 4.7 billion at 12/31/2012 and R$
5.1 billion at 12/31/2011). Its debt has an average maturity of three years in 2013 (6 years
and 4 years in 2012 and 2011, respectively). The concentration of debt within short-term at
12/31/2013 is 19.6% of total debt (20% in 2012 and 13% in 2011).
Debts Profile - Consolidated

Debts Duration R$:35 months
US$ 34 months
Since 2021
Local urrency
Foreign currency
The Company has the financial capacity and credit lines to renew its debts, extending the
payment terms if necessary. The internal financial projections support the payment of the
debt assumed.
d) Sources of financing for working capital and investments in non-current assets

The Company has a policy of maintaining a minimum cash amount to ensure a level of liquidity
in accordance with its operations. Financing is hired considering the projection of future cash
generation and investment plan set by Management. The funding policy is intended to avoid
pressing cash needs and take advantage of favorable market conditions in fundraising.
e) Sources of financing for working capital and investments in non-current assets to be used to
cover liquidity shortfalls
As described in the above item, the Company's policy is to maintain a comfortable level of
cash, associated with an adequate maturity profile and taking out of long-term debt.
Additionally, the Company has a revolving line of credit with BNDES of R$ 2.0 billion to finance
fixed assets.
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f) Levels of indebtedness and the characteristics of such debts, including:

According to Notes 20 (Loans and Financing) and 21 (Debentures) of the annual financial
statements, Empresas Usiminas at 12/31/2013 had borrowings and financing of R$ 5.8 billion
(R$ 7.7 billion at 12/31/2012 and R$ 8.1 billion at 12/31/2011) and R$ 1 billion of debentures
(R$ 258 million at 12/31/2012 and R$ 524 million at 12/31/2011).
i. Relevant loan and financing contracts

The main financing transactions are:
1) Several loan agreements with BNDES and Finame for the purpose of financing the
Company's investments with maturities through to 2023. At 12/31/2013 the outstanding
balance of these operations was R$ 1.1 billion (R$ 1.2 billion at 12/31/2012 and R$ 1.4 billion
at 12/31/2011 ).
2) Loan agreements with JBIC and Japanese commercial banks to finance the construction of
the Thermoelectric Power Plant of Ipatinga, Ipatinga Coke Plant, Hot Strip Mill in Cubato, with
maturities through to 2018. At 12/31/2013 the outstanding balance of these operations was
R$ 1.4 billion (R$ 1.5 billion at 12/31/2012 and R$ 1.5 billion at 12/31/2011).
3) Export and Industrial Credit Notes with Banco do Brasil to finance working capital, with
maturities through to 2018. At 12/31/2013 the outstanding balance of these operations was
R$ 2.5 billion (R$ 2.9 billion at 12/31/2012 and R$ 2.8 billion at 12/31/2011 ).
4) Issuance of Eurobonds through subsidiaries Cosipa Commercial and Usiminas Commercial,
for the purpose of fulfilling the various investment plans of the company, with maturities in
2016 and 2018. On October 1, 2013, the Company's subsidiaries headquartered in Denmark
acquired US$ 124.2 million of debt maturing in 2016 and U$ 220.2 million of debt maturing in
2018. The operation allows a better allocation of Company funds, reduces its gross leverage
and reduces financial outlays projected to maturity of these bonds. At On 12/31/2013 the
outstanding balance of these operations was R$ 586 million (R$ 1.3 billion at 12/31/2012 and
R$ 1.2 billion at 12/31/2011).
5) Issuance of debentures in the amount of R$ 1.0 billion maturing in 2019, in order to meet
the various investment plans of the company. At 12/31/2013 the outstanding balance of this
facility was of R$ 1.0 billion (R$ 258 million at 12/31/2012 and R$ 524 million at 12/31/2011).
6) Contract for Prepayment of Exports of Usiminas to export steel products due in 2015. At
12/31/2013 the outstanding balance of this transaction was R$ 24 million (R$ 552 million at
12/31/2012 - and R$ 1.0 billion at 12/31/2011).
ii. Other long-term relationships with financial institutions

On March 25, 2013, management decided to cancel the revolving credit facility contracted on
July 28, 2011, of which the total amount was R$ 750.0 million with duration of 5 years.
iii. Subordination between debts
At 12/31/2013, the Company has only one subordinated debt, it being the issuing of
debentures in the amount of R$ 1.0 billion maturing in 2019, according to item No. 19 f.i
above.
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iv. Any restrictions imposed on the issuer, in particular in relation to limits of indebtedness and
contracting new debts, distribution of dividends, disposal of assets, issuance of new securities
and the disposal of controlling interest
Financial contracts referred to in item (i) require compliance with covenants based on certain
financial ratios, calculated on the consolidated financial statements of the Company. Failure to
comply with these requirements could generate an acceleration of the maturity of the bonds.
The clauses are:
limitation on disposal of fixed assets to the value of consolidated fixed assets.
limiting the sale of receivables from exports to the amount of net revenue from exports.
limitation of Total Debt to EBITDA.
limiting the Total Debt in relation to Total Debt plus Shareholders' Equity.
limitation of Net Debt to EBITDA.
limitation of interest expense to EBITDA.
restrictions on changes in controlling interest.
At December 31, 2013, the Company did not comply with the contractual conditions of loans
and financing (financial ratio of covenants), related to Total Debt/ Ebitda ratio for certain
agreements. Such fact was properly communicated to creditors, and a waiver was requested
therefrom, which was successfully obtained for all agreements in December 2013.
g) Limits of use of financing already contracted

At 12/31/2013, the Company still had the amount of R$ 2.0 billion available from BNDES to
meet the additional disbursements of investments in progress, which can be used when
needed.
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h) Significant changes in each item of the financial statements

Balance Sheet for the years 2013, 2012 and 2011 and its variations
Assets
12/31/2011
VA (%)
2011
Horizontal
Analysis 2013
x 2012
10%
2,842,422
9%
-16%
10%
5%
2,289,383
7%
-46%
-33%
1,568,105
5%
1,253,009
4%
5%
25%
12%
3,767,984
11%
5,046,156
15%
2%
-25%
323,520
1%
485,093
1%
779,898
2%
-33%
-38%
Dividends receivable
12,413
0%
12,134
0%
13,920
0%
2%
-13%
Derivative financial instruments
45,637
0%
50,093
0%
29,464
0%
-9%
70%
119,937
0%
161,829
0%
273,704
1%
-26%
-41%
9,460,294
30%
10,706,114
33%
12,527,956
38%
-12%
-15%
1,914,996
6%
1,513,879
5%
797,146
2%
26%
90%
12/31/2013
VA (%)
2013
2,633,187
835,629
Trade accounts receivable

Inventories
12/31/2012
VA (%)
2012
8%
3,123,318
3%
1,537,558
1,639,551
5%
3,850,420
Horizontal
Analysis 2012
x 2011
Current assets
Cash and cash equivalents
Securities
Taxes recoverable
Other accounts receivable

Total current assets
Noncurrent assets
Deferred income tax and social
contribution
Amounts receivable from related
companies
20,831
0%
19,636
0%
5,710
0%
6%
244%
565,404
2%
599,206
2%
626,348
2%
-6%
-4%
40,608
0%
286,508
1%
435,972
1%
-86%
-34%
Taxes recoverable
113,474
0%
131,583
0%
153,681
0%
-14%
-14%
Other accounts receivable
175,029
1%
68,558
0%
60,101
0%
155%
14%
1,159,948
4%
1,182,052
4%
1,229,660
4%
15,506,833
49%
15,852,506
48%
15,091,877
45%
-2%
5%
2,400,577
8%
2,413,778
7%
2,424,601
7%
-1%
0%
Total noncurrent assets
21,897,700
70%
22,067,706
67%
20,825,096
62%
-1%
6%
TOTAL ASSETS
31,357,994
100%
32,773,820
100%
33,353,052
100%
-4%
-2%
Court deposits
Investments in subsidiaries,
jointly-controlled companies and
affiliates
Property, plant and equipment
Intangible assets
-4%
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Liabilities and Equity
12/31/2011
VA (%)
2011
Horizontal
Analysis 2013
x 2012
Horizontal
Analysis
2012 x 2011
7%
1,452,480
4%
6%
57%
1,400,823
4%
838,501
3%
-8%
67%
0%
257,664
1%
274,419
1%
-84%
-6%
178,309
1%
279,297
1%
202,976
1%
-36%
38%
140,042
0%
204,920
1%
156,844
0%
-32%
31%
Salaries and social charges
250,849
1%
279,233
1%
299,654
1%
-10%
-7%
Taxes payable
131,099
0%
114,844
0%
121,077
0%
14%
-5%
25,770
0%
32,103
0%
58,104
0%
-20%
-45%
4,179
0%
83,185
0%
197,549
1%
-95%
-58%
12/31/2013
VA (%)
2013
Suppliers, contractors and

freight
2,422,024
Loans and financing
12/31/2012
VA (%)
2012
8%
2,280,432
1,288,645
4%
41,525
Advances from customers

Amounts payable to related
companies
Current liabilities
Debentures
Tax payable in installments

Income tax and social
contribution payable
Dividends and interest on
equity payable (JSCP)
Derivative financial
instruments
1,122
0%
26,635
0%
69,704
0%
-96%
-62%
51,015
0%
42,209
0%
43,589
0%
21%
-3%
Accounts payable for

acquisition of investments
213,607
1%
178,249
1%
156,193
0%
20%
14%
Other accounts payable
339,305
1%
221,461
1%
235,890
1%
53%
-6%
5,087,491
16%
5,401,055
16%
4,106,980
12%
-6%
32%
4,512,891
14%
6,339,267
19%
7,228,560
22%
-29%
-12%
997,920
3%
250,000
1%
100%
-100%
6,750
0%
Total current liabilities

Noncurrent liabilities
Loans and financing
Debentures
Amounts payable to related
companies
Taxes payable in installments
-100%
36,083
0%
41,483
0%
33,017
0%
-13%
26%
Provision for contingencies
506,679
2%
447,933
1%
350,141
1%
13%
28%
Provision for environmental

remediation
76,588
0%
77,703
0%
108,260
0%
-1%
-28%
1,230,316
4%
1,396,812
4%
1,277,473
4%
-12%
9%
52,910
0%
323,790
1%
547,250
2%
-84%
-41%
178,249
1%
312,385
1%
-100%
-43%
54,455
0%
118,031
0%
-57%
-54%
Post-employment benefits
Derivative financial
instruments
Accounts payable for
acquisition of investments
Total noncurrent liabilities
Total liabilities
23,171
0%
7,436,558
24%
8,859,692
27%
10,231,867
31%
-16%
-13%
12,524,049
40%
14,260,747
44%
14,338,847
43%
-12%
-1%
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Horizontal
Analysis
2012 x 2011
12/31/2011
VA (%)
2011
Horizontal
Analysis 2013
x 2012
37%
12,150,000
36%
0%
0%
219,684
1%
2,274
0%
43%
9561%
12%
3,804,403
12%
4,517,043
14%
-3%
-16%
2%
434,342
1%
614,476
2%
27%
-29%
16,711,908
53%
16,608,429
51%
17,283,793
52%
1%
-4%
2,122,037
7%
1,904,644
6%
1,730,412
5%
11%
10%
Total equity
18,833,945
60%
18,513,073
56%
19,014,205
57%
2%
-3%
Total liabilities and equity
31,357,994
100%
32,773,820
100%
33,353,052
100%
-4%
-2%
12/31/2013
VA (%)
2013
12,150,000
12/31/2012
VA (%)
2012
39%
12,150,000
313,084
1%
3,699,154
549,670
Equity
Capital
Capital reserves
Income reserves
Equity valuation adjustments
Controlling shareholders
equity
Non-controlling shareholders
Significant changes in the line items that represent more than 5% of the group to which they
belong and which have varied more than 5% between the years are shown below:
Analysis of Consolidated Balance Sheet for the year 2013 compared to the year 2012
Current assets

The decrease of R$ 1.2 billion in 2013 was primarily due to the purchase of EUROBONDS
issued by the Company in the amount of R$ 756 million and net repayment of loans and
financing of R$ 761 million.
Trade Accounts Receivable

Trade accounts receivable increased by 4.6% or R$ 71 million, mainly due to the change in
sales mix, with higher sales in the domestic market, with longer payment terms.
Noncurrent assets
Deferred income tax and social contribution

Deferred taxes increased by R$ 401 million due to the increase in tax losses of R$ 186 million
and timing differences, the main being related to the provision for contingencies and provision
for profit sharing, among others.

The decrease in derivative financial instruments of R$ 246 million is due primarily to
appreciation of the U.S. Dollar against the Yen, which are the two main indices of swap
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operations of the Company. Operations that have a long position in yen had a negative change
in the mark to market of swap instruments. The purpose of these operations is to provide
hedge for the Company's debt.
Current liabilities
Suppliers, contractors and freights

The increase in accounts payable to suppliers, contractors and freights by 6%, from R$ 2.28
billion to R$ 2.42 billion at December 31, 2013, was primarily due to the Companys cash flow
from operations.
Loans and financing

The decrease in loans and financing in the short term of R$ 112 million, reflects debt
repayment during the year 2013, as shown in the changes in loans and financing in noncurrent liabilities. The details about the main financing contracts that compose the debt are
available in item 10.1 f.
Debentures
The decrease in short-term debentures of R$ 216 million, from R$ 258 million at December 31,
2012 to R$ 42 million at December 31, 2013, was due to the repayment of debentures at
maturity.
Salaries and social charges

Salaries and social charges decreased R$ 28 million in the period, due to the effects of the Law
of payroll tax relief, headcount adjustment and also the sale of Automotiva Usiminas whose
figures, in the amount of R$ 10 million, were not consolidated in 2013.
The increase in the amount recorded in other accounts payables by R$ 117 million, from R$
221 million at December 31, 2012 to R$ 339 million at December 31, 2013, was due to higher
amounts payable for employees profit sharing by R$ 45 million and increase in other taxes
payable in the amount of R$ 50 million, primarily municipal real estate tax (IPTU).
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Noncurrent liabilities
Loans and financing

The decrease in long-term loans and financing by R$ 1.8 billion in 2013 reflects the
amortization of the debt during the year, due to its maturity and managements efforts to
reduce the Company's debt. The details about the main financing contracts that compose the
debt are available in item 10.1 f.
Debentures
The increase in debentures of R$ 997 million stems from the simple, non-convertible
debentures issue, made in 2013, worth R$ 1.0 billion maturing in six years and with interest of
1% p.a. + 100% of CDI.

The increase in the provision for contingencies was of 13%, from R$ 448 million at December
31, 2012 to R$ 506 million at December 31, 2013, reflecting provisions for labor claims and
monetary adjustment of existing proceedings.
The decrease in post-employment benefits of R$ 166 million, from R$ 1,397 million at
December 31, 2012 to R$ 1,230 million at December 31, 2013, resulted primarily from annual
review of actuarial assumptions about retirement and health insurance plans of the Company.
Derivatives
The decrease in derivative financial instruments by R$ 270 million is due primarily to
appreciation of the U.S. Dollar against the Yen. Operations that have short position in yen
obtained a positive change in the mark to market of swap instruments. The purpose of these
operations is to provide hedge for the Company's debt.
Controlling Shareholders' Equity
The controlling shareholders' equity increased by 1.0%, from R$ 16,608 million at December
31, 2012 to R$ 1,712 million at December 31, 2013.
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Analysis of Consolidated Balance Sheet for the year 2012 compared to the year 2011
Current assets

The decrease by R$ 471 million, from R$ 5.1 billion at December 31, 2011 to R$ 4.7 billion at
December 31, 2012 was primarily due to the net loan payments in the amount of R$ 1.1 billion
and purchases of fixed assets of R$ 1.7 billion. This decrease was partially offset by
improvements in working capital by R$ 2.2 billion, mainly in connection with inventories.
Trade accounts receivable

The increase in trade accounts receivable was of 25%, from R$ 1.3 billion at December 31,
2011 to R$ 1.6 billion at December 31, 2012, primarily due to increase in steel sales volume of
the Steel unit by 16%.
Inventories
The decrease in inventories by 25%, totaling R$ 1.3 billion, was due to the Company's efforts
to reduce working capital to achieve the appropriate levels of inventory in its operations.
Taxes recoverable
Taxes recoverable or for offset decreased 38%, from R$ 780 million at December 31, 2011 to
R$ 485 million at December 31, 2012, mainly due to offset in 2012 of income tax and social
contribution prepaid in 2011 and recovery of PIS and COFINS.
Non-current assets
Deferred income tax and social contribution

The increase in deferred income tax and social contribution, from R$ 797 million at December
31, 2011 to R$ 1,514 million at December 31, 2012, was mainly due to the computation of
tax losses of R$ 204 million, recording of deferred income on goodwill on acquisition of
companies in the amount of R$ 304 million and computation of temporary differences in
connection with actuarial liabilities and contingencies.
Property, plant and equipment

The increase in property, plant and equipment in the amount of R$ 760 million, from R$ 15.1
billion at December 31, 2011 to R$ 15.9 billion at December 31, 2012, is due to the
investment in hot strip rolling (R$ 1.4 billion) and pickling (R$ 162 million), among others,
partially offset by the depreciation of the period of R$ 823 million.
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Current liabilities
Suppliers, contractors and freights

The increase in accounts payable to suppliers and contractors of 42%, from R$ 1.5 billion at
December 31, 2011 to R$ 2.3 billion at December 31, 2012, was due mainly to higher
spending with materials and lengthening of the Companys payment terms.
Loans and financing

The increase in the current portion of long-term loans by R$ 562 million was due to transfer to
short-term of loans maturing in 2013.

The increase in advances from customers by 38%, from R$ 203 million at December 31, 2011
to R$ 279.3 million, is due to increased activity in the unit of Capital Goods.
Non-current liabilities
Loans and financing

The decrease in loans and financing by R$ 889 million, from R$ 7.2 billion at December 31,
2011 to R$ 6,339 million at December 31, 2012 reflects the reduction of debt, amortization of
charges and principal, upon their maturities.
Debentures
The decrease in debentures by R$ 250 million in the long-term refers to the transfer to shortterm of debentures that will mature in 2013. There was amortization of the short-term portion
of R$ 250 million upon maturity.

The increase in the provision for contingencies was of 28%, from R$ 350 million at December
31, 2012 to R$ 448 million at December 31, 2013, primarily due to supplementation of labor
provisions amounting to R$ 44 million and civil claims worth R$ 45 million.
The increase in post-employment benefits by 9%, from R$ 1.2 billion at December 31, 2011 to
R$ 1.4 billion at December 31, 2012 was mainly due to the updating of actuarial assumptions
of retirement and health insurance plans of the Company.
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Controlling Shareholders' Equity

The controlling shareholders' equity decreased by 4%, from R$ 17.3 billion at December 31,
2011 to R$ 16.6 billion at December 31, 2012, primarily due to the loss posted by the
Company.
Statements of operations of 2013, 2012 and 2011 and changes thereof

STATEMENT OF OPERATIONS
12/31/2013
Revenues from sale of goods and/or services

Cost of goods and/or services sold
Gross profit
Operating income (expenses)
Selling expenses
General and administrative expenses
Other operating income (expenses)
Result of equity pickup
Income (loss) before financial result and taxes
Financial result
Income (loss) before taxes on profit
Consolidated net income (loss) for the period
AV (%) 2013
12/31/2012
AV (%) 2012
12/31/2011
AV (%) 2011
12,829,467
100
12,710,881
100
11,901,959
100
(11,353,664)
(88.50)
(12,229,697)
(96.21)
(10,607,791)
(89.13)
1,475,803
11.50
481,184
3.79
1,294,168
10.87
(956,124)
(7.45)
(954,409)
(7.51)
(668,316)
(5.62)
(336,443)
(2.62)
(374,715)
(2.95)
(458,568)
(3.85)
(567,982)
(4.43)
(480,916)
(3.78)
(510,319)
(4.29)
(51,699)
(0.40)
(98,778)
(0.78)
300,571
2.53
181,201
1.41
165,638
1.30
66,967
0.56
700,880
5.46
(307,587)
(2.42)
692,819
5.82
(895,209)
(6.98)
(491,144)
(3.86)
(50,015)
(0.42)
(194,329)
(1.51)
(798,731)
(6.28)
642,804
5.40
211,120
1.65
200,450
1.58
(113,752)
(0.96)
16,791
0.13
(598,281)
(4.71)
404,133
3.40
Analysis of consolidated results for the year 2013 compared to the year 2012
Revenue from sales of goods and services

In 2013, consolidated net revenue of the Company totaled R$ 12.8 billion, virtually unchanged
compared with consolidated net revenue for the year 2012 (R$ 12.7 billion). The revenue in
the domestic market was higher than in 2012 by 14.0%, and the foreign market performance
was lower by 50.1%. The sales mix of the steel unit represented 86.9% in the domestic
market and 13.1% in exports, in line with the Company's strategy to prioritize its domestic
market share. In the mining unit, net revenue increased by 26.4% to R$ 1.1 billion against R$
898.5 million in 2012, due to higher sales volume and higher prices of iron ore in 3.3%. In
Steel Processing Unit net revenue was R$ 2.5 billion, 18.6% higher than in 2012, primarily due
to higher sales volume and better prices. In the Capital Goods unit, net revenue was R$ 972.3
million, 4.4% lower than in 2012, primarily due to lower revenue from the structures segment.
Cost of goods or services sold

For the year ended December 31, 2013, consolidated cost of sales (COGS) totaled R$ 11.4
billion, down 7.2% compared to that for 2012, which was of R$ 12.2 billion, in part due to
lower volume of steel sold by the Steel unit and cost reduction initiatives, such as headcount
adjustment and reduction in outsourced services and increased productivity throughout the
Company. In the Steel unit the reduction was of R$ 919 million due primarily to lower volume
of total sales, and the aforementioned cost reduction initiatives. In the Mining unit, COGS
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increased by R$ 160 million, mainly due to the 10.4% increase in sales volume in the year and
higher mining rights lease costs occurring as from the 2nd quarter of 2013.
Operating income and expenses
In 2013, consolidated operating expenses were R$ 956.1 million, stable compared to 2012,
which were R$ 954.4 million. General and administrative expenses were higher mainly due to
the reclassification of the IT, HR and Supplies cost centers previously classified as cost. This
reclassification allows better control over costs and the improvement of accounting practices.
Other operating expenses were also higher, such as provisions for contingencies in R$ 101.5
million, increase of R$ 103.4 million in net cost of actuarial liabilities and lower contribution by
R$ 42.8 million of Reintegra Program. The above increases were partially offset by lower
selling expenses by 10.2% due to lower volume of exports of the Steel and Mining units.
See below a comparative table of operating expenses in both years (amounts reported in
thousands of Brazilian reais).
12/31/2013
12/31/2012
Selling expenses
(336,443)
(374,715)
General and administrative

expenses
(567,982)
(480,916)
(51,699)
(98,778)
(956,124)
(954,409)
Other revenues (expenses), net
Financial result
For the year ended December 31, 2013, consolidated net financial result was an expense of R$
895.2 million compared to an expense of R$ 491.1 million in 2012, impact of increased
financial expenses resulting from the devaluation of 14, 6% of the Brazilian real in the period
on a short position in foreign currency. During the years 2013 and 2012, loans and financing of
Usiminas companies, at variable rates were denominated in Brazilian reais, U.S. dollars, yen
and euro.
The contracted interest rates for loans and financing (amounts reported in thousands of
Brazilian reais) can be demonstrated as follows:
12/31/2013
12/31/2012
Pre-fixed
701,984
10
1,497,058
19
TJLP
836,348
12
959,700
12
Libor
1,464,803
21
2,343,751
29
CDI
2,526,983
37
2,947,977
37
271,418
(8,396)
5,801,536
84
7,740,090
Other
97
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Debentures
CDI
1,039,445
16
257,664
6,840,981
100
7,997,754
100
In 2013 and 2012, actual interest on loans and financings of the Company impacted
negatively its results in the amount of R$ 237 million and R$ 246 million, respectively.
Analysis of consolidated results for the year 2012 compared to the year 2011
Sales of goods and services
In FY 2012 consolidated net revenue totaled R$ 12.7 billion, up 6.8% of net revenue in 2011,
which was R$ 11.9 billion, primarily from higher steel sales volume of the steel production unit
resulting. This revenue in the domestic market was lower than in 2011 by 2.3%, and sales to
foreign market were higher by 66.9%. In the mining unit, net revenue decreased by 7.8%,
reaching R$ 0.9 billion against R$ 1.0 billion in 2011, due to lower prices of iron ore in the
global market in 2012. In the steel transformation unit, net revenue was R$ 2.1 billion, 3.3%
lower than in 2011, primarily due to lower volume of sales of Solues Usiminas. In the
Capital Assets unit, the calculated net revenue was R$ 1.0 billion, 28.3% lower than in 2011,
impacted by the reduction in the portfolio of projects.
Cost of goods or services sold

In 2012, the consolidated COGS totaled R$ 12.0 billion, 13.2% higher than in 2011, which was
R$ 10.8 billion. In the steel production unit, the increase of R$ 1.3 billion was primarily due to
higher volume of steel sold (16.3%), the exchange rate effect on imported inputs, and inflation
for the inputs provided in Brazil, including labor and the cost of headcount adjustment. In the
Mining unit, COGS increased by R$ 72 million, primarily due to an increase of 9.9% in sales
volume.
Operating income and expenses

In 2012, consolidated operating expenses were R$ 954.4 million, higher by 39.9% compared
with the same period in 2011, which were R$ 682.2 million. This increase is mainly due to
significant reversal of contingencies recorded in 2011, which decreased operating expenses in
that year by R$ 272 million. In 2012, R$ 103.4 million was recorded referring to net cost of
actuarial liabilities due to the application of CPC 33 - R1, partly offset by Reintegra program
that positively contributed with R$ 71.9 million in 2012. Selling, general and administrative
expenses were lower as a result of increased control over expenses, primarily related to
contracted services.
Find below a table comparing the operating expenses for the two years (balances
thousands of Brazilian reais).
in
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12/31/2012
Selling expenses
(374,715)
(461,243)
General and administrative

expenses
(480,916)
(500,800)
(98,778)
(279,861)
(954,409)
(682,182)
Other revenues (expenses), net
Financial result
In 2012, the consolidated financial result was an expense of R$ 491.1 million, compared to an
expense of R$ 22.6 million in 2011 mainly due to foreign exchange effects on net liabilities in
foreign currency arising from currency devaluation of 8.9% of the Brazilian real against the
U.S. dollar during this period. During the years 2012 and 2011, loans and financing of
Empresas Usiminas, at variable interest rates, were denominated in Brazilian reais, U.S.
dollars, yen and euro.
The contracted interest rates for loans and financing can be demonstrated as follows (amounts
reported in thousands of Brazilian reais):
12/31/2012
Pre-fixed
12/31/2011
1,497,058
19
1,282,023
15
TJLP
959,700
12
1,120,181
13
Libor
2,343,751
29
2,796,182
33
CDI
2,947,977
37
2,823,255
33
45,420
Other
(8,396)
7,740,090
97
8,067,061
95
257,664
524,419
7,997,754
100
8,591,480
100
Debentures
CDI
In 2012 and 2011, actual interest rates on loans and financings of the Company, impacted
negatively its results in the amount of R$ 246 million and R$ 272 million, respectively.
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10.2. Directors should comment on:

a) Results of operations of the issuer, in particular:
i. Description of any major revenue components

The Company's revenue is generated primarily from the sale of steel products such as plates,
hot-rolled, cold-rolled plates, galvanized products, among others, performed by the steel
production unit. Usiminas also presents in its consolidated financial statements revenues from
the Mining, Steel Transformation and Capital Assets units.
The revenue from these units is generated mainly by:
Mining: Sale of iron ore.
Steel transformation: Processing and distribution of steel products.
Capital assets: Manufacture of Steel Structures, Industrial Equipment, Foundry and Railcars
and Industrial Assembly Services.
ii. Factors that materially affected the operating results

Operating income of Usiminas is affected primarily by demand, which influences the sales
volume and prices of our principal products and also by exchange rates that facilitate the
import of products and impairs our competitiveness.
For the year ended December 31, 2013, consolidated net revenue of the Company reached R$
12.8 billion, virtually unchanged compared with consolidated net revenue for the year 2012
(R$ 12.7 billion). This revenue in the domestic market was higher than in 2012 by 14.0%, and
performance in the foreign market was lower than that in 2012 by 50.1%. The sales mix of
the steel production unit represented 86.9% in the domestic market and 13.1% in exports, in
line with the Company's strategy to prioritize its domestic market share. In the mining unit,
net revenue increased by 26.4% to R$ 1.1 billion, against R$ 898.5 million in 2012, due to
higher sales volume and higher prices of iron ore in 3.3%. In the Steel Transformation Unit,
net revenue was R$ 2.5 billion, 18.6% higher than in 2012, primarily due to higher sales
volume and higher prices. In the Capital Assets unit, net revenue was R$ 972.3 million, 4.4%
lower than in 2012, primarily due to lower revenues from the structures segment.
In FY 2012, consolidated net revenue totaled R$ 12.7 billion, up 6.8% of net revenue in 2011,
which was R$ 11.9 billion, primarily from higher steel sales volume in the steel production
unit. This revenue in the domestic market was lower than in 2011 by 2.3%, and performance
in the foreign market was higher than in 2011 by 66.9%. In the Mining unit, net revenue
decreased by 7.8%, reaching R$ 0.9 billion, against R$ 1.0 billion in 2011, due to lower prices
of iron ore in the global market in 2012. In the Steel Transformation unit, net revenue was R$
2.1 billion, 3.3% lower than in 2011, primarily due to lower volume of sales made by Solues
Usiminas. In the Capital Assets unit net revenue was R$ 1.0 billion, 28.3% lower than in 2011,
impacted by the reduction in the portfolio of projects.
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In 2011, consolidated net revenue totaled R$ 11.9 billion, 8.2% lower than in 2010, mainly to
lower sales volume of the steel production unit. This revenue in the domestic market was lower
than in 2010 by 6.1%, and performance in the foreign market was lower than that in 2010 by
8.0%. In the domestic market, the products that stood out in generating revenues in 2013 and
2012 were the hot-rolled, cold-rolled, hot galvanized plates, and in 2011 the hot-rolled, coldrolled and plates. In the foreign markets, in these same periods, the lines that stood out in the
generation of revenue were those of hot rolled and cold rolled plates, and plates for the year
2012.
b) Changes in revenue attributable to changes in prices, exchange rates, inflation, changes in

volumes and introduction of new products and services
i. Sales volumes
Indicators
Physical sales of steel (t thousand)
2013
2012
2013 x 2012
2011
6,220
6,881
-9.6%
5,916
Domestic market
87%
73%
14 pp
82%
Foreign market
13%
27%
-14 pp
18%
6,755
6,115
10.5%
5,571
Sales of ore (t thousand)
In 2013, the sales volume of steel products of the steel production unit was 9.6% lower than
the volume sold in 2012, year in which there were significant sales of plates in inventories.
The sales mix was of 86.9% in the domestic market, representing an increase of 7.2%
compared with the previous year, and 13.1% in the foreign market, down 56.5% in relation to
the volume exported in 2012, in line with the Company's strategy to prioritize its domestic
market share. In the Mining unit, the total sales volume was 10.4% higher compared to 2012.
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Steel sales volume in 2013:
Detail of Sales by the Steel Production Unit per Product
Thousand tons
2013
2012
Var.
2013/2012
2011
6,220
100%
6,881
100%
5,916
100%
-10%
Thick Plates
1,278
21%
1,460
21%
1,491
25%
-12%
Hot-rolled Laminates
2,165
35%
2,074
30%
1,738
29%
-5%
Cold-rolled Laminates
1,462
24%
1,483
22%
1,474
25%
-1%
Electrogalvanized
122
1%
142
2%
211
4%
-13%
Hot Dip Galvanized
788
13%
709
10%
500
8%
11%
Processed Products
137
2%
169
2%
147
2%
-19%
Plates
268
4%
844
12%
355
6%
-68%
TOTAL PHYSICAL SALES
The main destinations of exports in 2013 were:
Exportation Main Markets - 2013
ii. Sales prices

Despite the fierce competition among domestic plants and the adverse environment of the
global steel business, there was increase in products sales prices in 2013. Net revenue per ton
was positively affected by the increase in sales to the domestic market and a better product
mix with a higher share of rolled and galvanized products. In addition, the devaluation of the
Brazilian currency has meant that the price difference between that of domestic steel and
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imported steel permanently admitted in the Brazilian territory remained in less attractive
levels for imports. The average price per ton sold increased by 9.6%, including domestic
sales and exports.
For the mining unit, in the year 2013, net revenue per ton was 14.6% higher than in 2012,
partly impacted by foreign exchange variation, which affects price of iron ore. In 2012, there
was iron ore price decrease of 15.4% compared to 2011, due to the international price
quotation of the product, used as a reference for major contracts.
The sales prices of the steel products sold by the steel production unit were, during the year
2012, affected by the fierce competition among domestic steel mills. Despite the devaluation
of the Brazilian currency, the volume of steel imported by Brazil remained high, adversely
pressing domestic prices. The implementation of measures to protect trade, with the increase
in import duty for items of lines of heavy plates and hot rolled products only occurred in
October 2012, had limited impact in 2012. The net revenue per ton of steel products in 2012
was lower by 4.86%, affected by the increase in sales of the foreign market and the
aforementioned domestic competition.
c) Impacts of inflation, changes in prices of key inputs and products, exchange rate and
interest rate on operating results and financial results of the issuer
Changes in cost of sales

Raw materials account for 42% of cost of sales of the Company, the main of which being iron
ore and coal. Ore and coal prices are defined based on international prices denominated in
U.S. dollars. The international price of iron ore showed reduction in 2012 and a slight recovery
in 2013, while coal price decreased in 2013. In turn, the Brazilian real devaluation increased
the cost of imported inputs in general. Brazilian real devaluation was 14.6% in 2013 (8.9% in
2012 and 12.6% in 2011).
The expenses with electric energy and utilities account for 8% of the Company's cost of sales.
There are specific contracts for electric energy that ensure the supply thereof and of which the
prices are restated by reference to IGP - M or IPCA variation, as per each contract.
Labor expenses represent approximately 11% of cost of sales of the Company and follow
collective labor agreements of the categories that are based on INPC variation.
The remaining costs are affected by domestic inflation.
Foreign exchange
In addition to the comments in the previous item, Usiminas companies operate internationally
and are exposed to foreign exchange risk arising from various currency exposures, primarily
with respect to the U.S. dollar and, to a lesser extent, the yen and the euro. Foreign exchange
risk arises from recognized assets and liabilities and net investments in foreign operations. The
financial policy of Usiminas companies highlights that derivative transactions are intended to
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reduce costs, reduce volatility in cash flow, reduce foreign exchange exposure and avoid
currency mismatches. As a precautionary measure and to reduce the effects of exchange rate
changes, management has adopted a policy of taking out swaps and non-deliverable forwards
(NDF) and, additionally, have its assets tied to the exchange variation, as shown below:
Assets denominated in foreign

currency
Cash and cash equivalents
Securities
Accounts receivable
Advances to suppliers
Derivative financial instruments (i)
Investments (ii)
Liabilities denominated in foreign
currency
Loans and financing
Suppliers, contractors and freight
Net exposure
12/31/2013
12/31/2012
12/31/2011
95,977
833,558
173,209
1,528,421
101,718
2,289,383
8,460
(17,680)
3,421
(29,398)
87,860
(125,403)
9,617
1,232,407
1,974,468
2,604,108
(2,364,859)
(614,622)
(8,243)
(288,416)
(3,653,781)
(762,571)
(44,724)
10,324
(4,077,442)
(615,617)
(4,805)
(543,965)
(3,276,140)
(4,450,752)
(5,241,829)
(2,043,733)
(2,476,284)
(2,637,721)
(i) Net result of swap operations. Swap agreements of the Company in Brazil follow the Derivatives General Agreement (CGD) and are
registered with the Cmara de Custdia e Liquidao (CETIP). Abroad, they follow the Agreements of the International Swaps and
Derivatives Association, Inc. (ISDA).
(ii) The Company has investments in foreign companies, whose main purpose is the optimization and raising of funds and the import of
raw materials and export of products, thus being subject to foreign exchange risk.
In 2013 and 2012, the exchange rate variation on net liabilities position of the Company was a
loss of R$ 240 million and R$ 177 million, respectively, while in 2011 it represented a gain of
R$ 54 million.
Interest rate
During the years 2013, 2012 and 2011, loans and financing of Usiminas companies, at variable
rates were denominated in Brazilian reais, U.S. dollars, yen and euro.
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The contracted interest rates for loans and financing can be demonstrated as follows:
R$ thousand
reais
Consolidated
12/31/2013
12/31/2012
12/31/2011
Pre-fixed
701,984
10
1,497,058
19
1,282,023
15
TJLP
836,348
12
959,700
12
1,120,181
13
Libor
1,464,803
21
2,343,751
29
2,796,182
33
CDI
2,526,983
37
2,947,977
37
2,823,255
33
271,418
(8,396)
45,420
5,801,536
84
7,740,090
97
8,067,061
95
1,039,445
16
257,664
524,419
6,840,981
100
7,997,754
100
8,591,480
100
Other
Debentures
CDI
In 2013, 2012 and 2011, actual interest rates on loans and financings of the Company
impacted negatively its results in the amount of R$ 237 million, R$ 246 million and R$ 272
million, respectively.
Impact on the financial result

12/31/2013 12/31/2012 12/31/2011
Monetary effects (assets) basically on short-term investments restated

by reference to CDI variation
Monetary restatement of judicial deposits
Monetary effects (liabilities), mainly on loans and financing indexed by
CDI and TJLP
Exchange gains and losses, net, arising from assets and liabilities
denominated in foreign currency (loans and financing, suppliers, shortterm investments and customers)
134,408
216,861
35,433
119,463
(228,769)
40,651
(249,026)
62,293
(272,541)
(240,566)
(176,534)
54,313
10.3. Directors should comment on the material effects that the events below have
caused or are expected to cause on the financial statements of the issuer and its
results:
a) Introduction or disposal of operating segment

The company comprises four business units: Mining, Steel Production, Steel Transformation
and Capital Assets.
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In fiscal years 2011 and 2012 there was no change in the aforementioned operating segments.
In 2013 the Company sold its interest in subsidiary Automotiva Usiminas (see item b below)
which was an integral business unit of Steel Transformation.
b) Construction, acquisition or disposal of equity interest

i. Disposal of Automotiva.
On June 14, 2013, the Company signed a contract with Aethra Sistemas Automotivos S.A.
("Aethra"), which provided for the transfer of its entire equity stake in Automotiva Usiminas
S.A.
On December 20, 2013, after the fulfillment of the conditions laid down in the contract, the
disposal was completed whereby the Company received R$ 139,501 thousand and recognized
a receivable balance of R$ 15,994 thousand.
The Agreement also provided that the negotiated value could be adjusted based on the change
in working capital from the balance sheet of Automotive Usiminas at March 2013 and that of
closing, at November 2013. Upon completion of this step of the operation, in January/2014
Aethra paid the Company the amount of R$ 16,486 thousand.
ii. Acquisition of Minerao Ouro Negro.

On November 25, 2011, the subsidiary Minerao Usiminas S/A acquired all shares of
Minerao Ouro Negro, holder of mining resources of around 205 million tons of iron ore. The
purchase price was R$ 368.6 million, equivalent to R$ 698.1 million, based on the financial
statements of the acquired company at November 25, 2011, which, at present value, totals R$
628.5 million. The amount of cash paid for the acquisition of Mineradora Ouro Negro in 2011
was R$ 151.9 million (net of cash acquired). The remaining balance will be amortized through
to 2014. At December 31, 2013, the amount payable is R$ 213.6 million.
On September 28, 2012, Minerao Ouro Negro was merged into Minerao Usiminas aiming
to facilitate the operationalization of assets, simplifying the organizational structure of the
Company and reducing costs of its corporate structure.
iii. Sale of shares of Ternium SA

On February 21, 2011, there was completion of the public offering of 21,628,728 American
Depositary Shares ("ADSs") representing the shares of Ternium S/A. ("Ternium") (NYSE: TX)
held by a wholly-owned subsidiary of the Company, Usiminas Europa A/S ("Usiminas Europa").
With the completion of the public offering and sale transaction of shares of Ternium, Usiminas
no longer owns any equity interest in that company.
c) Unusual events or transactions

i. Capital increase in Minerao Usiminas.
On September 26, 2013, capital contribution to Minerao Usiminas S.A. was completed. In
the operation, the Company increased capital by transferring its property in Itaguai - RJ,
amounting to R$ 245.583 million, and shareholders Serra Azul Iron Ore LLC and Sumitomo
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Corporation of Brazil SA, companies of Sumitomo Corporation Group, contributed with R$

220,972 million, of which R$ 350,832 million for capital increase and R$ 115,723 million to
increase reserves.
ii. Merger of Summit Empreendimentos Minerais Ltda.

On October 26, 2012, Minerao Usiminas S.A. merged with its shareholder Summit
Empreendimentos Minerais Ltda., a limited liability company, with main place of business in
So Paulo, State of So Paulo, in the form of downstream merger. As a result of this merger,
shares representing the capital stock of Minerao Usiminas S.A. belonging to Summit
Empreendimentos Minerais Ltda. were attributed to Serra Azul Iron Ore L.L.C and Sumitomo
Corporation do Brasil S.A., the only unit of interest holders of Summit Empreendimentos
Minerais Ltda.
iii. Extinction of Usiminas Portugal.

On November 30, 2012, the Company restructured its equity interests abroad, opting to shut
down Usiminas Portugal, a company located in Portugal. This company was a subsidiary of
Usiminas International, direct investment of Usiminas.
iv. Extinction of Fasal Trading Corporation.

On August 3, 2012, the Company restructured its equity interests abroad and ended the
activities of Fasal Trading Corporation, located in Florida, United States. This company was a
subsidiary of Fasal Trading Brazil, Usiminas direct investment.
10.4 Directors comments on changes in accounting practices
a) Significant changes in accounting practices

For the years 2012 and 2011, there were no new pronouncements or interpretations of
CPC/IFRS that significantly impact the financial statements of the Company.
For the year 2013, the Company applied, for the first time, certain standards and amendments
requiring the restatement of corresponding amounts.
These include:
CPC 19 (R2) Joint Ventures
CPC 33 (R1) Employee Benefits
CPC 36 (R3) Consolidated Financial Statements
CPC 45 Disclosure of Interests in Other Entities
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CPC 46 Fair Value Measurement

CPC 26 (R1) Presentation of Financial Statements.
New or revised pronouncements that have had significant effects on the financial statements of
the Company and, consequently, resulted in the restatement of corresponding amounts, are as
follows:
(1) Joint ventures and Investment in associate, subsidiary and jointly-controlled entities.
The Company adopted, as from the year 2013, IFRS 11 - "Joint Arrangements", issued in May
2011 and included as an amendment to the text of CPC 19 (R2) - "Joint Ventures ". Thus, as
the proportionate consolidation method is no longer permitted, the Company ceased to
proportionately consolidate jointly-controlled entities Fasal Trading Brazil, Unigal and Usiroll,
as well as subsidiary Minerao Usiminas ceased to proportionately consolidate its jointlycontrolled entity Modal. Consequently, as from January 1, 2013, the equity interests in Fasal
Trading Brazil (50%), Unigal (70%), Usiroll (50%) and Modal (50%) are accounted for by the
equity method. The adoption of CPC 19 (R2) did not impact the financial statements of the
parent company.
(2) Employee Benefits

The Company adopted CPC 33 (R1) Employee Benefits, applicable as from January 1, 2013.
Due to the application of this standard, the computation of interest cost and expected return
on plan assets of defined benefit plans was changed, and the effects are reflected in the
financial statements of December 31, 2013. For the year 2012, the corresponding figures were
restated to reflect these retrospective effects.
(3) Other restatements

(i) Court deposits
The Company reassessed the presentation of process-related deposits. For 2013, management
decided to maintain the balance of these deposits classified as noncurrent assets at their full
amount and not the net amount of contingencies. The year 2012 has been adjusted for
comparison purposes.
(ii) DFC - Statement of cash flow

This refers to the changes in "securities" account, which was reclassified from the group of
"operating activities" to the group of "investing activities".
(iii) DVA - Statement of value added

This refers to the change in the value added distributed and to distribute due to the
reclassification of sales taxes in consolidated.
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b) Significant effects of changes in accounting practices

In light of the changes in the standards, the Company restated its financial statements for the
year ended 2013, the balances at December 31, 2012 and January 1, 2012, demonstrating
the significant effects caused by changes in the standards, as follows:
(a) Balance sheet

Company
12/31/2012
Balances
originally
stated
1/1/2012
Balances
Other restatements
Balances restated
originally
stated
Other restatements
Balances restated
Assets
Current
5,829,216
5,829,216
6,415,996
6,415,996
23,837,938
130,095
23,968,033
23,822,554
112,838
23,935,392
Long-term receivables
1,935,331
130,095
2,065,426
1,793,183
112,838
1,906,021
Investment
7,780,318
7,780,318
8,100,465
8,100,465
13,974,626
13,974,626
13,786,171
13,786,171
147,663
147,663
142,735
142,735
29,667,154
130,095
29,797,249
30,238,550
112,838
30,351,388
3,405,007
Noncurrent
PP&E
Intangible assets
Total assets
Liabilities and equity
Current
4,690,077
4,690,077
3,405,007
Noncurrent
8,368,648
130,095
8,498,743
9,549,750
112,838
9,662,588
Equity
16,608,429
16,608,429
17,283,793
17,283,793
Total liabilities and equity
29,667,154
130,095
29,797,249
30,238,550
112,838
30,351,388
Net Equity
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Consolidated
12/31/2012
Balances
Changes
originally
stated
in CPC 19
(R2)
Other restatements
1/1/2012
Balances
Changes
Restated
balances
originally
stated
Other rein CPC 19 statement

(R2)
s
Restated
balances
Assets
Current
10,780,645
(74,531)
10,706,114
12,616,945
(88,989)
12,527,956
Noncurrent
21,993,574
(94,543)
168,675
22,067,706
20,743,480
(64,703)
146,319
20,825,096
2,444,744
5,951
168,675
2,619,370
1,939,992
(7,353)
146,319
2,078,958
453,062
728,990
1,182,052
428,382
801,278
1,229,660
16,653,120
(800,614)
15,852,506
15,921,154
(829,277)
15,091,877
2,442,648
(28,870)
2,413,778
2,453,952
(29,351)
2,424,601
32,774,219
(169,074)
168,675
32,773,820
33,360,425
(153,692)
146,319
33,353,052
Long-term receivables
Investment
PP&E
Intangible assets
Total assets
Liabilities and equity
Current
5,402,921
(1,866)
5,401,055
4,092,173
14,807
4,106,980
Noncurrent
8,858,225
(167,208)
168,675
8,859,692
10,254,047
(168,499)
146,319
10,231,867
18,513,073
18,513,073
19,014,205
19,014,205
32,774,219
(169,074)
168,675
32,773,820
33,360,425
(153,692)
146,319
33,353,052
Equity
Total liabilities and
equity
(b) Statement of operations
Company
12/31/2012
Balances
original ly Changes in CPC
stated
33 (R1)
Net revenue from sales and services

Cost of goods and services sold
Operating revenues (expenses)
Financial result
Result of equity pickup
Provision for IR and CSLL
Net income (loss) for the period
Balances restated
11,414,421
(11,759,451)
(422,251)
(864,276)
700,468
291,515
(101,487)
34,506
11,414,421
(11,759,451)
(523,738)
(864,276)
700,468
326,021
(639,574)
(66,981)
(706,555)
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Consolidated
12/31/2012
Balances
originally
stated
Net revenue from sales and services

Cost of goods and services sold
Operating revenues (expenses)
Financial result
Result of equity pick up
Provision for IR and CSLL
Changes in Changes in CPC

CPC 19 (R2)
33 (R1)
Balances restated
12,708,799
(12,048,300)
(860,142)
(502,631)
61,168
109,806
2,082
(181,397)
7,220
11,487
104,470
56,138
(101,487)
34,506
12,710,881
(12,229,697)
(954,409)
(491,144)
165,638
200,450
(531,300)
(66,981)
(598,281)
Net income (loss) for the period
(c) Statement of cash flow
Company
12/31/2012
Balances
originally
stated
Other restatements
Balances restated
2,076,755
(115,259)
1,961,496
Net cash used in investing activities
121,978
115,259
237,237
Net cash used in financing activities
(1,321,826)
(1,321,826)
10,610
10,610
887,517
887,517
363,586
363,586
1,251,103
1,251,103
Net cash generated by operating activities
Exchange variation on cash and cash equivalents

cash
equivalents
Net
increase
in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
beginning
of the
fiscal yearat the end of the year
Cash
and Cash
equivalents
End of the year
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Consolidated
12/31/2012
Net cash generated by operating activities

Net cash used in
investing activities
Net cash used in financing activities

Exchange variation on cash and cash
equivalents
Net increase in cash and cash equivalents
cash and
equivalents
Cash
cash equivalents at the beginning
of the period
Cash and cash equivalents at the end of the
beginning of the fiscal year
period
Balances
originally
stated
in CPC 19 (R2)
Other restatements
Balances restated
3,409,075
(217,495)
(751,826)
2,439,754
(1,843,443)
186,672
751,826
(904,945)
(1,296,790)
32,267
(1,264,523)
10,610
10,610
Changes
279,452
1,444
280,896
2,901,312
(58,890)
2,842,422
3,180,764
(57,446)
3,123,318
End of the year
(d) Statement of value added
Company
12/31/2012
Balances
originally
stated
Other restatements
Balances restated
15,045,929
15,045,929
(12,738,586)
1,934
(12,736,652)
(852,062)
(852,062)
978,780
(103,421)
875,359
Value added to be distributed
2,434,061
(101,487)
2,332,574
Personnel and charges
1,119,536
1,119,536
897,603
(34,506)
863,097
Interest on borrowings
1,056,496
1,056,496
Interest on equity
(639,574)
(66,981)
(706,555)
Distributed value added
2,434,061
(101,487)
2,332,574
Revenues
Inputs
Depreciation
Received in transfer
Taxes
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Consolidated
12/31/2012
Balances
originally
stated
in CPC 19 (R2)
Other restatements
Balances restated
16,759,074
5,593
726,566
17,491,233
(13,446,325)
(177,856)
82,955
(13,541,226)
(997,718)
32,608
(965,110)
555,443
(5,607)
549,836
Value added to be distributed
2,870,474
(145,262)
809,521
3,534,733
Personnel and charges
1,905,353
23,291
1,928,644
Taxes
585,607
(83,429)
809,521
1,311,699
Interest on borrowings
910,814
(18,143)
892,671
Interest on equity
(531,300)
(66,981)
(598,281)
Distributed value added
2,870,474
(145,262)
809,521
3,534,733
Revenues
Inputs
Depreciation
Received in transfer
Changes
c) Qualifications and emphases present in the auditor's report

There are no qualifications and emphases in the auditor's report.
10.5. Directors should indicate and comment on significant accounting policies

adopted by the issuer, exploring in particular the accounting estimates made by
management about uncertain and relevant issues for the description of the financial
position and results of operations that require subjective or complex judgments,
such as provisions, contingencies, revenue recognition, tax credits, long-lived assets,
useful lives of noncurrent assets, pension plans, adjustments of foreign currency
translation, environmental recovery costs, criteria for impairment testing of assets
and financial instruments
The preparation of financial statements requires the use of significant

and also the exercise of judgment by management.
accounting estimates
Accounting estimates and judgments are continually evaluated and are based on historical
experience and other factors, including expectations of future events, which we consider
reasonable under the circumstances.
Based on assumptions, Usiminas companies make estimates about the future. For representing
projections of future results, resulting accounting estimates may differ from the actual results
they attempt to estimate. The estimates and assumptions that have a significant risk, which
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may cause a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are addressed below:
Recoverable value (impairment) of goodwill

Annually, Usiminas companies apply impairment tests to goodwill and other noncurrent assets
(whenever there is evidence of impairment), according to the accounting policy stated in Note
3.13. The recoverable amounts of cash generating units (CGU) were determined based on
calculations of value in use and net sales price, determined on the basis of estimates (Note
18).
For the year ended December 31, 2013, no impairment loss on assets was computed (At
December 31, 2012 - R$ 358 loss related to the goodwill allocated to CGU Modal).
If the pretax estimated discount rate applied to discounted cash flows of the CGU Modal were
1% higher than management's estimates, the segment would not have recognized impairment
loss either.

Usiminas companies are subject to income taxes in various countries in which it operates.
Significant judgment in determining the provision for income taxes is required. In many
operations, the final determination of tax is uncertain. Usiminas companies also recognize
provisions for anticipated situations in which it is probable that additional tax amounts are
due. When the final outcome of these matters is different from the amounts initially estimated
and recorded, such differences will impact the current tax assets and liabilities and deferred in
the period in which such determination is made.
Usiminas companies recognize deferred assets and liabilities based on the differences between
the carrying amounts presented in the financial statements and tax basis of assets and
liabilities, using tax rates in effect. We regularly review the deferred tax assets in terms of
recoverability, considering historical income generated and projected future taxable income,
according to technical feasibility studies.
Fair value of derivatives and other financial instruments

The fair value of financial instruments that are not traded in active markets is determined
using valuation techniques. Usiminas companies use their judgment to select a variety of
methods and define assumptions that are mainly based on market conditions existing at
balance sheet date.
Sensitivity analyses of financial instruments, considering a probable change based on market
indices and deterioration of 25% and 50% over the probable scenario, are shown in the
financial statements.
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Revenue recognition
The subsidiary Usiminas Mecnica uses the method of percentage of completion (POC) for
recording revenue from orders in progress agreed at a fixed price. The use of the POC
method requires that the services performed to the reporting date be estimated as a
percentage of the total services contracted.
Benefits from private pension plans

The current value of private plan obligations depends on a number of factors that are
determined based on actuarial calculations that use a variety of assumptions. Among the
assumptions used in determining the net cost (income) for the pension plans is the discount
rate. Any changes in these assumptions will impact the carrying value of the private pension
obligations.
Usiminas companies define the appropriate discount rate at the end of each year to determine
the present value of estimated future cash outflows that should be required to settle the
obligations of private pension plans. In determining the appropriate discount rate, Usiminas
companies consider interest rates of government securities denominated in the currency in
which the benefits will be paid and that have terms to maturity approximating the terms of the
related obligations of pension plans.
Other important assumptions for obligations of private pension plans are based in part on
current market conditions. Additional information is disclosed in the financial statements.
The Company and certain of its subsidiaries recognize a liability related to debt contracted to
cover insufficient reserves.
Provisions for contingencies

Usiminas companies are parties to various legal and administrative proceedings. Provisions are
recognized for all the contingencies that represent probable losses. The likelihood of loss
includes evaluation of available evidence, including the opinion of internal and external legal
advisors of Usiminas companies. Management believes that these provisions and possible
contingencies are properly recognized in the financial statements.
Provisions for environmental remediation

As part of its mining activities, which are carried out through its subsidiary Minerao Usiminas
S.A., the Company recognizes in the consolidated financial statements provision for obligations
of environmental remediation. In determining the amount of the provision, assumptions are
considered and estimates are made regarding the discount rates to the expected remediation
cost and the expected timing of such costs.
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Useful lives of fixed assets

Depreciation of fixed assets is calculated using the straight-line method over the useful lives
of the assets. The useful life is based on reports from engineers of Usiminas companies and
outside consultants, which are reviewed annually. Management believes that the useful lives
are properly assessed and presented in the financial statements.
Segregation of interest and monetary variation related to domestic loans raised

The Company segregates the National Consumer Price Index (IPCA) of loans and financing
from CDI and TJLP of short-term investments . Thus, the portion relating to the IPCA is
segregated from interest on loans and financing and yield from short-term investments, and
included under "Monetary effects" account in financial result.
Investment control classification

The Company makes the classification of its investments pursuant to CPC 18 (R2) Investments
in Associates, Subsidiaries and Jointly-Controlled Entities and CPC 19 (R2) Joint Ventures ,
whose application is subject to judgment in determining control and significant influence over
investments.
10.6. With respect to internal controls adopted to ensure the preparation of reliable
financial statements, the directors should comment on:
a) Degree of efficiency of such controls, indicating possible weaknesses and measures taken
to correct them
The directors consider that the Company has adequate internal controls and that they have
shown historically to be sufficient to ensure the preparation of reliable financial statements.
When any weaknesses are detected in these controls, plans are established correct them.
The internal audit area oversees
maintenance of corporate governance standards, the
development of actions to ensure reliable financial reporting and better manage operational
risks.
b) Deficiencies and recommendations about internal controls included in the independent

auditor's report
In relation to the financial statements for the last 3 fiscal years, the independent auditors of
Usiminas, while performing their audit work, did not identify deficiencies or recommendations
in relation to the Company's internal controls that could be considered material and/or
generating impacts on the financial statements.
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10.7. If the issuer has made a public offering of securities, the directors should
comment on:
a) How the proceeds of the offering were used

The Company did not make a public offering of securities in the last three fiscal years.
b) If there were significant differences between the effective application of funds

proposed applications disclosed in the respective distribution prospectus
and
There was no public offer of securities in the last three fiscal years.
c) If there were departures, the reasons for such departures

There was no public offer of securities in the last three fiscal years.
10.8. Directors should describe relevant items not included in the financial
statements of the issuer, indicating:
a) Assets and liabilities held by the issuer, directly or indirectly, that does not appear on its
balance sheet (off - balance sheet items), such as:
i. Operating leases
The company has the following operating lease agreements:
- Agreement with Salus Empreendimentos Imobilirios S/A, in the amount of R$ 144 million,
with balance payable of R$ 67 million for the lease of locomotives, due on 10/14/2015.
- Agreement with MRC Logstica Ferroviria DZSS-FC Ltda, worth R$ 29 million, with balance
payable of R$ 14 million, for the lease of platform wagons, due on 03/01/2017.
- Agreement entered into by Minerao Usiminas S/A with MBL Materiais Bsicos Ltda. in
July 2011, in the estimated amount of US$ 300 million related to lease of mining rights in the
Serra Azul region, Minas Gerais. The lease has a duration of 30 years as from October 15,
2012, when the lease was authorized by the National Department of Mineral Production
(DNPM) or until depletion of mineral reserves.
ii. Receivables portfolios over which the entity maintains risks and responsibilities, indicating
the respective liabilities
None.
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iii. Contracts for future purchase and sale of goods and services
The Company has the following principal operating contracts for future purchases:
Contracts for the Supply of Iron Ore

The main suppliers of iron ore to Usiminas Ipatinga are VALE S/A and Minerao Usiminas S/A
- MUSA. VALE S/A maintains with Usiminas contracts for the sale of iron ore and transporting
the ore from Usiminas through EFVM (Estrada de Ferro Vitria-Minas) and FCA (Ferrovia
Centro Atlntico) railways.
In Cubato, the largest supplier is Minerao Usiminas - MUSA followed by CSN and then VALE
S/A.
The total amount of the contracts in force is approximately R$ 1.7 billion per year.
Contracts for the Supply of Coal and Green Petroleum Coke

The mineral coal* used in steelmaking activities comes only from abroad due to lack of coal
with the optimal specifications for the application in the steelmaking process in Brazil.
Usiminas entered into long-term contracts and for spot purchase of imported coal and Brazilian
Green Petroleum Coke (CVP) in 2013, corresponding to approximately 4.7 million tons,
equivalent to 100% of the forecast volume of coal to meet the activities of two steel mills (in
Ipatinga and Cubato) until December 2013. The purchase of green petroleum coke in
domestic and international markets, and of pulverized coal (PCI) and anthracite are computed
in these data.
Among the major suppliers of coal, anthracite and green petroleum coke in 2013, we highlight
Alpha Coal, Patriot, Jim Walter Resources, Jellinbah and Petrobras Distribuidora, responsible
for approximately 69% of coal supply and CVP to Usiminas in that period.
In 2013, the approximate total amount of purchases of coal, anthracite and PCI aggregated
R$ 1.1 billion, and purchases of CVP (Green Petroleum Coke) aggregated approximately R$
250 million.
* Mineral coal = coal for coke, pulverized coal (PCI) and anthracite sinter.
Contracts for the Supply of Electricity

In June 2007, the Company signed with Cemig GT a contract for the supply of electricity for
the period 01/01/10 to 12/31/14, for around annual average 320 MW.
In late 2009, the Company initiated a renegotiation of the contract to review the contractual
conditions and extend the contract term to 10 years (January 1, 2010 to December 31, 2019).
Due to this renegotiation, two new documents were executed: the first is a contract with
Cemig GT in which Usiminas buys about annual average 320 MW in the period 2010 to 2012,
decreasing to annual average 120 MW from 2013 to 2019. The second document is a Deed of
Assignment in which CEMIG GT assigns to the Company part of its purchase agreement
entered into with Santo Antonio Energia S.A. - SAESA. For this second document, Usiminas
receives from SAESA, from 2013 to 2019, annual average 200 MW.
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For the years 2013 and 2014 there is also a power supply agreement of average 20 MW with
the company CPFL Energia.
These contracts account for about R$ 5 billion for the period from 01/01/2010 to 12/31/2019.
Gas Supply Contract with COMGS

Usiminas and COMGS entered into on 05/13/2002 a natural gas supply contract to its
Cubato plant. This contract was renewed until 08/31/2014 with the forecast supply of
500.000m/day of natural gas for consumption in processes and blast furnaces. The contract
amount is of R$ 710 million. USIMINAS has the prerogative to renew this contract for another
18 months or negotiate new terms, according to its strategy.
Gas Supply Contract with GASMIG

The Company and GASMIG have two contracts to supply natural gas to its Ipatinga plant.
On 9/21/2010 the companies entered into a firm contract. This contract was renewed until
8/31/2017 with the forecast supply of 377.000m/day of natural gas for consumption in
processes. The contract amount is of R$ 337 million.
On 12/07/2010 the companies entered into the interruptible contract. This contract has
automatic renewals and is expected to provide, when necessary, 256,000m/day of natural
gas for consumption in blast furnaces. However, replacing this interruptible contract,
USIMINAS has made successive purchases of natural gas within short term, directly from
GASMIG or through auctions conducted by PETROBRAS to distributors in varying amounts.
Service contract with MRS

Minerao Usiminas has a contract with MRS Logstica for rail transport of iron ore services in
16 years. The outstanding balance as of 12/31/2013 is R$ 585 million and maturity on
11/30/2026.
Service agreement with LLX
Minerao Usiminas has a contract with LLX Logstica related to port services in the period of
five (5) years from the first shipment to be made. The outstanding balance as of 12/31/2013 is
R$ 194 million.
iv. Uncompleted construction contracts

The Company has several contracts related to investments in its plants and in Minerao
Usiminas, which aggregate R$ 1.365 billion.
v.Contracts for future loan

None.
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b) other items not included in financial statements

None.
10.9. For each one of the items not included in financial statements indicated in item
10.8, the directors should comment on:
a) How such items change or may change revenues, expenses, operating income, financial
expenses or other items of the financial statements of the issuer
The expenses from the operating lease above are taken monthly to the operating results of
the Company over contract term.
The costs of supply contracts are charged to income as they are consumed in the production
process.
Sales revenues related to contracts of Usiminas Mecnica are posted
progress of each item built.
to income based on
b) Nature and purpose of the operation

The purpose of the Company to maintain these contracts is to ensure the necessary supplies
for the production process.
c) The nature and amount of the liabilities assumed and rights generated in favor of the issuer
as a result of the operation.
As mentioned in item 10.8.
10.10. Directors should indicate and comment on key elements of the business plan
of the issuer, specifically the following topics:
a) Investments
i. Quantitative and qualitative description of ongoing and planned investments
The total investment volume of Usiminas and its subsidiaries in 2013 was of R$ 981 million (R$
1.6 billion in 2012), as follows:
- Ipatinga and Cubato plant: R$ 600 million (R$ 960 million in 2012)
- Subsidiaries: R$ 381 million (R$ 678 million in 2012)
Investments in the plants focus on the increase of production of laminates, adequacy of coke
ovens, quality improvement, cost reduction, maintenance, technological upgrading of
equipment and environmental protection.
Investment projects follow their normal course of detailed engineering, biddings, signing of
contracts and execution of the works, according to the schedule established.
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The main investments of the Company are focused on Steel Production and Mining, as
described below:
Steel production
The most significant investments were completed in 2013:
Overhaul of Regenerator 7 of Blast Furnace 3 (Ipatinga): Restoration of the refractory lining in

the region of hot air outlet of the regenerator 7 of Blast Furnace 3 in order to avoid loss of
production of pig iron in case of collapse, or breakage of the casing and total drop of refractory
bricks, as well as risks of accidents with people. Start of operation on 04/09/2013.
Access Control System (Cubato): Implementation of the access control system through
installation of turnstiles, gates and sensors integrated by RONDA system in entrance gates 3, 4
and 5 of Cubato, with start-up of operation on 08/29/2013.
Pickling Line No. 3 (Cubato): Installation of a Pickling Line of 1,400,000 tons per year which
started operation on 10/17/2013.
Main investments in progress are:

Ipatinga
Rebuilding of Coke Plant No. 2: Restoring production of gas (COG) and coke of Coke Plant No.2
to 1,100,000 t/year and reduce emissions of particles, gases and volatile materials into the
atmosphere. Battery No. 3 has been stopped for overhaul since 10/18/2010 with resumption
of operation scheduled for the 1st half of 2015.
Dusting of run area of Blast Furnace No.3: Adequacy of dust removal system from run areas of
Blast Furnace No. 3, consisting of Bag Filter, Ducting, Damper and Hoods. The expected start
up is for the 1st half of 2014.
Cooling System of Crucible BF03: Installation of water cooling system for cooling the crucible
of Blast Furnace No. 3, scheduled to begin operating in the 1st half of 2014.
Major Repair of Regenerator 4: Repairing the refractory wall of the regenerator No. 4 of AF No.
2 of Ipatinga plant in order to avoid the break of the housing and/or total drop of refractory
bricks, i.e. avoid total collapse of the regenerator, while minimizing the risk of accidents.
Estimated start-up of operations in the 1H14.
Replacement of Overhead Crane L8: Continuous Casting of Steel Plant 2: Replacing the crane
handling liquid steel pans in Steel plant 2, charging the continuous casting machines, which is
currently with high electromechanical obsolescence, cracks in the structure of the base of the
main hoisting gear and crack on the main beam. The new crane will have a capacity of 260 t.
Substitution of fuel oil for natural gas in furnaces for reheating slabs of Hot Strip Rolling and
individualization of Natural Gas in Blast Furnace 3: Deployment of Natural Gas as an additional
component to be mixed with steel mill gases in burners of LTQ furnaces , replacing fuel oil.
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Individualization of Natural Gas network of AF3 with installation of a new receiving station and
its interconnection with the existing pipeline. Estimated start-up of operations in the 2H14.
Repair of Coke Plant 3Top : Repair of Coke Plant 3 top to ensure safe operation standards,
obeying environmental laws, avoiding the drastic reduction of the lifetime of the furnaces of
Coke Plant 3, due to the uncontrolled expansion of the furnaces. Estimated start-up of
operations in the 1H15.
Cubato:
21 Stave Coolers change for Blast Furnace No.2: Replace 21 cast iron stave coolers for copper
coolers, with a high rate of heat transfer and durability, ensuring the preservation of the
carcass of the Blast Furnace. 1st change of 8 stave coolers completed in Nov/2013. Ongoing
2nd change of 13 stave coolers.
Overhaul of Boilers 2 and 4: Complete overhaul of boilers 2 and 4 to restore the ability to
produce steam for the thermoelectric plant No. 1 (TPP - 1) through restoration of the original
conditions of the project of n water-tubular conventional boilers. Estimated start-up of
Structural Reconstruction of Courtyards of Raw Materials and Sintering 2 and 3: Structural
reconstruction and equipment of Ore Yards, Sintering 2 and 3 through the stabilization of
structures and equipment, auxiliary systems and supply systems. Estimated start-up of
Internal Logistics Cubato Plant: Adequacy of facilities of Cubato plant for handling and
storage of coils with dimensions up to 2050mm wide, 2100mm outside diameter and maximum
weight of 35 ton. Estimated start-up of operations in the 2H14.
Adequacy of steel slag processing yard: Adequacy of facilities of steel slag processing yard and
deploying a slag curing yard in compliance with the technical requirements contained in the
Operating License. Estimated start-up of operations in the 2H15.
AVCB Santos: Adequacy of facilities needed for the certification of Inspection Report by the
Fire Brigade of the State of So Paulo in the areas of the Cubato Plant located within the
municipality of Santos/SP, as indicated in the State Decree No. 46,076 of August 31, 2001.
Estimated start-up of operations in the 2H15. Partial releases from Feb/2015.
Repair of Coke Plant 1 Sill and Coke Plant 2 sub sill 2: Repair in 16 channels of regenerators
and sub sills, replacement of 16 refractory furnace sills and replacement of 16 jambs. The
main objective is to avoid the drastic reduction in useful life of the furnaces of Coke Plants 1
and 2, due to the evolution of degradation, especially of channels of regenerators and sub sills.
Coal Yard - Silo Feeder: Installing a lung silo in the crushing building to stabilize the supply of
coal to the crusher, in order to increase the consumption of coals High Volatile (AV) and Green
Petroleum Coke (CVP), which have the lowest price and need to be crushed with greater
effectiveness. Estimated start-up of operations in the 1H15.
AF2 Change of Slag Granulation chimney: Overhaul of the vapor exhaust system of the
granulating slag of AF2 of Cubato to eliminate damage to the structures of the furnace caused
by water steam with sulfur components. Estimated start-up of operations in the 2H14.
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Change of PCB transformers of the Cubato Plant (1st Stage): Replacement and disposal of 80
PCB transformers in Cubato plant, 1st lot, in accordance with the commitment assumed
before Cetesb and the State Attorneys Office (TAC) and the State Law 12288 (SP). Estimated
start-up of operations in the 2H14.
Future investments in Ipatinga and Cubato Plants are:

Overhaul of coke plants;
Adequacy of facilities of plants to meet environmental standards;
Implementation of automation and industrial management systems (productivity projects);
Sustaining Projects of the Ipatinga and Cubato Plants;
Overhaul of Blast Furnaces (Ipatinga and Cubato).
Mining
In 2013, mining rights leased from MBL started being used that border with those of
Minerao Usiminas in Serra Azul (MG), which expands the companys access to its reserves.
The lease has a term of 30 years or until reserve depletion.
Project Friveis: setting up two new plants with the goal of leveraging the productivity of
existing plants and, consequently, the production capacity of Minerao Usiminas from 8
million tons per year to 12 million tons per year, with the deployment of ITMs (Ore Treatment
Facilities) Samambaia and Flotation and thus enabling the recovery of pellet feed from natural
fines, recovery of fines from dams and recovery of coarse tailings of existing ITMs. The project
is part of the strategic plan of the group allowing the generation of value as well as a response
to the expected multi-annual projections of market demand. In 2013, operation of the sinter
feed plant was started (ITM Samambaia) and operation of the pellet feed plant (Flotation
ITM) is scheduled to be started in the first half of 2014.
Infrastructure projects: are aimed at adapting the current operation to new levels of
production forecast with start-up of new plants of the Friables Project.
Acquisition of new mobile mining equipment: the completion of the acquisition of mining
equipment process has as main objectives the expansion of operating performance, following
the designed mining plans, optimization in the process of ore handling and attaining the best
operating and financial results for the business.
Compacts project: consolidation of basic engineering of a new project which allows the use of
mineral ores reserve denominated "compact ores".
ii. Sources of investment financing

Usimina's policy is to diversify its sources of funding and take out long-term financing to meet
its needs and of its subsidiaries. Company management adopts a conservative fundraising
position, taking out loans and financing in advance of the investments planned for the
following years. Among the main sources of funding, there are the transactions with private
banks and public banks, capital markets, and export fostering agencies. The main funders of
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the Company are the Banco do Brasil, the Japanese bank JBIC and BNDES. The main sources
of funding are stated in item 10.1 (e).
iii. Significant divestments in progress and planned divestments

The Company continually assesses the adequacy of its strategic assets.
b) If disclosed, indicate the acquisition of plants, equipment, patents and other assets that
may materially affect the production capacity of the issuer
In 2013, there were no acquisitions of plants, equipment, patents or other relevant assets that
may materially affect the production capacity of the company.
c) New products and services

i. Description of research in progress already disclosed
Development of high-strength steels for the automotive industry, including cold rolled steel
and coated steels along with the development of their application engineering. Development
of steels for shipbuilding and offshore platforms and their
application engineering.
Development of special steel for large diameter pipes for oil and gas pipelines. Support to
industrial development of steel for ballistic purposes. Development of application engineering
for steel for the construction industry. Development of steel coated with zinc alloys with
improved atmospheric corrosion resistance characteristics. Development of steel with special
metallic coating for hot forming. Development of new
hot-dip galvanized products.
Development of new experimental methods and techniques aiming to support both new
product development and its application by customers.
ii. Total amount spent by the issuer in research to develop new products or services
In 2013, the Company spent approximately R$ 8.6 million related to the above research
activities.
iii. Projects in development already disclosed

Usiminas has restructured its product development process, establishing a central coordination
for the projects, which enabled a significant expansion of the project portfolio and a significant
reduction in time to launch a new product. With the new system, the involvement of senior
management in the stages of evaluation and selection of projects was included, establishing an
alignment with the Company's strategies and mechanisms to increase the degree of interaction
with the target customers were created, allowing better service to their needs.
The year 2013 was a milestone for Usiminas in its advance in the development of new
products, particularly steel of high and ultra - high strength using the new lines - Accelerated
Cooling, Hot Strip Mill and Hot Dip Galvanizing (HDG) - representing the most significant
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investments in recent years and that have allowed the company to have leading edge steel
production process for different market sectors.
In the case of thick plates, in 2013 there was achievement of the milestone of 100 thousand
tons of steel produced through accelerated cooling - Sincron Line. To achieve this mark and
provide a portfolio of products with higher added value, the projects developed for naval
sectors, large diameter and structural pipes were important. In the naval sector, Usiminas has
been consolidating the supply of Sincron steel to
domestic shipyards after application
engineering studies that evidenced significant productivity gains with the use of these steels.
We also started supplying high mechanical resistance Sincron steel, HT40 class, newly
developed for the FPSO platforms for use in the pre-salt fields. In the large diameter pipe
industry, highlights are the development of API X65 steel for sour service application. The X65
certification was granted in 2013, meeting specifications for application in Pre-Salt offshore
pipelines. With this development, Usiminas joined a select group of steelmakers in the world
that have the capacity to supply this kind of steel. Finally, structural steels of high strength
S420M and S460M were developed, which provide structural advantages of weight reduction,
compared to those usually allocated to the wind and hydroelectric power generation sectors.
Still in the case of thick plates, but without the use of accelerated cooling, ballistic steel is
undergoing certification by customer, supplied hardened and tempered in order to meet the
requirements of U.S. MIL-A-46100D standard, for application in defense vehicles.
As for the hot strip products, Usiminas has consolidated its portfolio of higher strength steels in
order to allow a reduction in thickness, with a consequent decrease in weight of the final
product of customers. In 2013, we highlight the supply of API X70 steel coils, designed to
manufacture the new Hot Strip Mill, installed at Usiminas in Cubato, one of the most modern
in the world, aiming at the production of tubes for the second phase of the project Brazilian
ethanol pipeline from Ribeiro Preto (SP) to Uberaba (MG). Still using the new rolling mill,
Complex Phase Steel is being developed with yield strength of up to 800MPa, for the
automotive industry. Also noteworthy is the startup of a new pickling line, in Cubato plant,
which will increase the supply and dimensional mix of Usiminas of hot pickled materials, with
thicknesses between 1.5 and 6.5 mm and widths between 600 and 1,800 mm.
For the products coated and uncoated cold strips, Usiminas has also focused on the
development of higher mechanical strength steels, especially for the automotive and auto parts
sectors. In 2013, development of Dual Phase 1000 steel, hot dip galvanized (GI) was
consolidated, using the new line of Hot Dip Galvanizing, and electro galvanized TRIP 800
steel. These steels have good conformation traits and of impact absorption in a collision, and
are approved by major carmakers for use in safety parts. It is noteworthy that Usiminas is at
the moment the only domestic company able to supply such steel. Additionally, to meet both
the criteria of high mechanical strength and excellent formability for use in the manufacture of
parts in more complex ways, developments were initiated to steel for hot forming, coated with
Zn-Fe, and electro-galvanized Dual Phase 1000 steel with hole expansion feature.
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Finally, in the cold-rolled products line, with regard to electrical steels, there was beginning in
2013 of the development of a fully processed steel, which is a new and more economical
design for customers because it eliminates the need for heat treatment applied by customer
to semi-processed steels, usually supplied by Usiminas (USICORE family). Fully processed
electrical steel is suitable for electromagnetic devices (small motors and transformers) of short
duty cycle.
iv. Total amounts spent by the Company in the development of new products or services
The development costs of the products mentioned in the item above, add to the normal
expenses of the entire production process and were not measured by the company.
10.11. Factors that significantly affected operating performance, which were not
identified or commented in other items.
None.
11. Projections
The Company has the right of not to provide the information relating to item 11 of Annex 24 of
CVM Ruling No. 480/09 because it does not have the practice of disclosing operating and
financial projections.
12. Annual shareholders meeting and management
12.1. Describe the management structure of issuer, as set forth in its articles of
incorporation and by-laws, stating:
a) Attributions of each board and committee

The Company is managed by the Board of Directors, currently composed of 10 members (and
their respective deputy members), and the Executive Board, currently consisting of the Chief
Executive Officer and 6 Statutory Vice Chief Executive Officers. The Company management is
further supported by Committees set up by the Board of Directors. The attributions of each
board are detailed below:
Executive Board
The Executive Board is in charge of defining the Companys primary organization, establishing
the guidelines for its executive officers and performing the acts necessary to meet the
Company purposes. The Executive Boards role is to guarantee the high quality of products and
services offered to Usiminas' customers, as well as its competitiveness, promoting the social
and economic and environmental sustainability of the regions where it operates. Its members
are elected by the Board of Directors for a term of office of 2 years, their reelection being
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permitted. The Statutory Executive Board is divided as follows: Chief Executive Officer,
Commercial Vice Chief Executive Officer, Financial and Investor Relations Vice Chief Executive
Officer, Industrial Vice Executive Officer, Technology and Quality Vice Executive Officer, Vice
Executive Officer of Subsidiaries and Vice Executive Officer of Corporate Planning.
The Executive Board must, through voting by the majority of its members:
a) approve the Companys primary organization and Internal Regulation; b) issue standards
and regulations to maintain the high quality of its services, meeting the provisions of these
Articles of Incorporation and the By-laws; c) keep general control over execution of its
deliberations, and to assess the results of Company activities; d) authorize, subject to the
attributions of the Board of Directors in items (i) to (l) and (y) of article 13 above, all acts
related to disposals, acquisitions or encumbering of the Company's property, plant and
equipment items, borrowings, financing and other financial obligations, granting of guarantees,
entering into contracts and realization of capital expenditures, including and especially
acquisition, disposal, exchange and lease of assets and real estate not in use in its plants; e)
prepare, for submission to the Board of Directors, annual and multiannual budgets, expansion
and modernization projects and investment plans; f) approve salary tables, staffing and
compensation plans and staffing table; g) prepare the Annual Management Report, the
Financial Statements and other documents and submit them to the Board of Directors, and
further in the Annual Shareholders Meeting; h) propose to the Board of Directors opening,
transfer or closing of offices, branches, premises or other establishments in Brazil or abroad;
and i) make decisions on other matters not included in its members' respective responsibilities,
or in the responsibilities of the Annual Shareholders Meeting or of the Board of Directors.
Board of Directors
The Companys Board of Directors is in charge of setting the Company business general
guidelines and deciding on strategic matters. The Company ensures to its employees the right
to take a seat in the Board of Directors through appointment of Previdncia Usiminas (new
name of Caixa dos Empregados da Usiminas) while the latter holds at least 5% of the common
shares issued by the Company.
The assignments of the Board of Directors are the following: a) elect and depose members of
the Executive Board, and set their assignments under these Articles of Incorporation; b)
inspect the executive officers management, examine, at any time, the Companys books and
papers, and request information on contracts and acts involving or that could involve the
Company; c) resolve on convening the Annual Shareholders Meeting, under the law; d) give
opinion on the Management Report and the Executive Board accounts; e) set the general
guidelines of the Company business, establishing the Executive Board key guidelines, including
as regards the technical aspects of production, selling, personnel and financial management,
and expansion, as well as assure strict compliance therewith; f) set the criteria to control the
Companys business performance; g) approve annual and multiannual budgets, expansion
projects and investment programs, as well as follow up on their execution and performance; h)
approve the Companys administrative structure and establish its salary policy; i) authorize
acquisition or disposal by the Company of interest in other companies, regardless of the
transaction amount, as well as guide Usiminas representatives while voting in annual
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shareholders meetings and meetings of the relevant bodies of the companies in which the
Company holds interest, as regards (i) disposal or encumbering of property, plant and
equipment items of companies in which the Company holds interest, whose book value
exceeds R$ 50,000,000.00 (fifty million reais), either through a single transaction or a series
of combined or related transactions, (ii) investments to be made by the Company in which it
holds an estimated interest exceeding R$ 50,000,000.00 (fifty million reais), either through a
single transaction or a series of combined or related transactions, (iii) loans and financing
transactions of the company in which the Company holds interest exceeding R$ 50,000,000.00
(fifty million reais), either through a single transaction or a series of combined or related
transactions, (iv) merger, takeover or acquisition operations and other types of corporate
reorganization involving the company in which the Company holds interest, regardless of their
respective amounts; j) subject to item (k) of this article 13, approve disposal or encumbering
of property, plant and equipment items, acquisition of property, plant and equipment items,
taking of loans, financing and other financial obligations, granting of guarantees and entering
into any contracts, whenever the amount of the assets disposed of, encumbered or acquired,
of loans, financing and other financial obligations taken, of guarantees granted or of contracts
entered into exceeds R$ 50,000,000.00 (fifty million reais), either through a single transaction
or a series of combined or related transactions; k) approve taking or granting of loans or
financing, granting of guarantees or approval of any act resulting in increase in the Companys
indebtedness, in an amount exceeding 2/3 (two thirds) of the Companys equity; l) authorize
any investment or capital expenditure in a projected amount exceeding R$ 50,000,000.00
(fifty million reais), either through a single transaction or a series of combined or related
transactions, as well as differences above 10% (ten percent) of the amount initially authorized
by the Board of Directors; m) authorize participation in consortiums of any nature and enter
into contracts involving a comprehensive strategic alliance; n) authorize negotiation by the
Company of shares issued by it; o) authorize issue of nonconvertible unsecured debentures, as
well as decide on opportunities to issue debentures, their subscription and placement manner,
their type and time and interest payment conditions, profit sharing and debentures
reimbursement premium, if any, and on time and conditions of their maturity, amortization
and redemption, upon assignment by the Annual Shareholders Meeting; p) set terms and
conditions to issue and place commercial papers and other marketable securities, whose issue
is not under the exclusive discretion of the Annual Shareholders Meeting, provided that (i)
such papers and securities are intended for primary or secondary public distribution, or (ii) are
convertible or grant right to acquire or subscribe shares issued by the Company; q) approve
the internal audit plan; r) approve appointment of the person in charge of the Internal Audit by
the Executive Board, and such person must be an employee of Company, lawfully certified,
and liaised with the Chairman of the Board of Directors; s) choose and dismiss independent
auditors, as well as authorize their engagement for any other services not directly related to
audit; t) establish tax incentive application policy; u) authorize opening, transfer or closing of
offices, branches, premises or other establishments of the Company; v) approve the
appointment of the general secretary, who must be a Company employee proposed by the
Executive Board; x) resolve on distribution of dividends in the net income account in the
annual or interim balance sheet and/or interest on equity, for approval by the Annual
Shareholders Meeting; y) approve any business or operation involving the Company or its
subsidiaries on one hand and Related Parties on the other hand; z) decide on the creation,
modification and/or termination of benefit plans that may affect the actuarial calculation of
Caixa dos Empregados da Usiminas; aa) approve the preparation and amendment of the
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Material Information Disclosure Policy, Securities Trading policy for securities issued by the
Company, Financial Policy, Code of Conduct of the Company; and bb) approve By-laws on
operational matters not provided for by the Articles of Incorporation.
The Board of Directors is regulated by an Internal Regulation and, for a better performance of
its assignments, this body is entitled to create committees with defined purposes, composed of
people appointed by it, such as members of the Board of Directors, executive officers,
employees, shareholders representatives, external advisors and other people directly or
indirectly related to the Company.
Committees of the Board of Directors:

Currently, the Companys Board of Directors has two internal committees; namely Audit and
Human Resources committees whose purpose is to support, guide and assist decision making
by the Board as regards specific matters. Each Committee is composed of up to five members,
and their meetings may be attended by management members, employees, experts or any
other people that may contribute to a better understanding of the matters addressed in such
meetings. Each committee has an Internal Regulation approved by the Board of Directors,
which determines its rules, responsibilities and assignments.
The scope and responsibilities of each committee are the following:
Audit Committee: a) Verify whether the Company has an adequate set of internal controls to
manage risks of processes, by analyzing existing controls, and conveying its conclusions and
recommendations to the Board of Directors; b) Follow up on action plans proposed by the
Internal Audit and approved by Management, by monitoring implementation of actions deemed
material, assessing their effectiveness, and reporting its conclusions and recommendations to
the Board of Directors; c) Compare the Companys accounting practices with those of other
companies operating in the same industry, and recommend to the Board of Directors the
implementation of any adjustments and improvements; d) Within timing compatible with the
budget process, assess the Audit Plan and the Internal Audit budget for the following year, and
convey its conclusions and recommendations to the Board of Directors; e) Take part in the
selection process for engagement of Independent Auditors, submitting its conclusions to the
Board; f) Analyze and review the Quarterly Financial Information (ITR) and the Standardized
Financial Statements (DFP) prior to their publication, and present its conclusions and
recommendations to the Board; and g) Review the Companys procedures for analysis of
questionings and internal and external whistleblowing as regards compliance with legal, ethical
or corporate governance rules; and formally monitor the actions taken by the Company to
address significant questionings and whistleblowing issues, submitting its conclusions and
recommendations to the Board of Directors.
Human Resources Committee: a) Assist the Board in analyzing policies, structures and
practices related to compensation of executive officers adopted by domestic and foreign
companies, of size and industries similar to the Companys; b) Examine, discuss and prepare
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recommendations to the Board of Directors as regards policies on direct and indirect

compensation of the Company management members; c) Analyze organizational structure
proposals submitted by management, when such proposals imply the creation and/or
elimination of positions in the Executive Board and/or significantly affect cost of labor, and
submit such conclusions to the Board of Directors; d) Follow up on the overall development of
the Company's executive officers career and the succession plan proposed by management,
and submit its observations to the Board of Directors; and e) Monitor the performance of
occupational health and safety indices of the Company, compare them to the indices of similar
domestic and foreign companies, and convey its conclusion and recommendations to the Board
of Directors.
In addition to the above-mentioned Committees, the Company maintains a number of multisectorial committees, with specific agendas, which are responsible for studying strategic
themes and assisting decision making by the Executive Board, besides promoting cross-sector
synergy. These committees are the following: Strategy and Investment; Human Resources,
Supplies; Innovation; Information Technology; Financial and Tax; Reporting and Compliance.
Financial Committee: The Committee assignments are: a) examine, discuss and prepare
recommendations as regards the Companys Financial and Tax policy, including, but not limited
to, investments and financial transactions, capital markets, short-term investments, raising
and management of cash and financial risks; b) follow up on implementation of the financial
policy approved by the Board of Directors, in order to assure that such policy is complied with;
c) periodically assess the results of the financial policy implemented by the Company, and
recommend revision of such policy, as the case may be, in order to assure that the defined
objectives are met; and b) give support within its specific scope and in accordance with the
requests made by it.
Compliance Committee: The Compliance Committee is engaged in analyzing and resolving on

all whistleblower issues received through Canal Aberto (Open Channel) that might expose acts
of fraud, corruption, bribery, harassment etc. in Usiminas companies. Its assignments are: a)
analyze and resolve on all whistleblower issues received through Canal Aberto; b) after
resolution by the Committee, submit each issue to the area in charge of its investigation
(mostly the Auditors themselves); c) report to the respective whistleblower the outcome of
investigations of actual issues, if such whistleblower has used means that enable such
reporting (intranet or internet).
Supplies Committee: The assignments of the Supplies Committee are: a) determine the
Purchase policies and procedures for the entire Usiminas group; b) determine the supplies
strategy; c) monitor the supplies performance; d) assist and monitor the implementation of
initiatives related to supplies strategy; and e) determine actions to mitigate supplies-related
risks, jointly with the Financial, Risks and Credit Committee.
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Information Technology Committee: The assignments of the Information Technology

Committee are: a) determine the IT strategy and policy; b) assess investments; c) assist and
monitor implementation of initiatives related to the Information Technology strategy; d)
determine actions to mitigate Information Technology-related risks jointly with the risks
committee.
Reporting Committee: Usiminas' relationship with its external stakeholders is supported by a

Reporting Committee created in 2011, having representatives of the following areas: Legal,
Audit, Accounting, Corporate Governance and Investor Relations. It is coordinated by the
Corporate Communications area. The Committees key assignments are: Review all
information on the Company and its subsidiaries disclosed to third parties, such as press,
Brazilian Securities and Exchange Commission (CVM), So Paulo Securities, Commodities &
Futures Exchange (BM&FBOVESPA) and other regulatory bodies, especially the Reference
Form, Annual Report, Press Releases, Earnings Releases, Material News Releases and
Communications to the Market.
Supervisory Board
The Supervisory Board is a permanent board and its primary assignments are, subject to the
legal provisions, to supervise the acts of management members, examine and give an opinion
on the financial statements for the year and report its conclusions to the Company
shareholders.
b) Date of setting up of supervisory board, if not a permanent board, and of committees

The Supervisory Board is a permanent board, under item 12.1(a) above.
The Audit and Human Resources Committees were set up on May 9, 2007.
The other committees were set up on the dates below:
. Supplies, on November 9, 2009
. Information Technology, on November 9, 2009
. Financial, on July 10, 2009
. Compliance, on June 29, 2009
. Reporting, on September 11, 2011
c) Performance assessment criteria for each body or committee

Based on its Human Resources Committees recommendations, the Board of Directors reviews
the set of indicators and goals on an annual basis, in order to adjust them to the market
practices, the global economic scenario, the interests of shareholders, and also for the purpose
of encouraging the Company's sustainable performance in the long term. In each annual
meeting of the Board of Directors, the Coordinators of the Audit and Human Resources
Committees report the activities developed in the period. The committees and the Board of
Directors are not assessed.
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d) Executive board members, their assignments and individual powers

The Chief Executive Officer is individually responsible for: a) chairing the Executive Board
meetings, wherein he will have the casting vote, in addition to his normal vote; b)
representing the Company in acts requiring individual representation, in or out of court, being
entitled to assign another executive officer for the function; c) coordinating and guiding the
activities of all other executive board members, in their respective areas; d) assign to any
executive officer special activities and tasks, regardless of those normally assigned to them; e)
monitor the implementation of the resolutions made by the Board of Directors and the
Executive Board.
The other members of the Executive Board are responsible for: fulfilling the assignments that
the Law, the Articles of Incorporation and the Board of Directors give them, in order to perform
the acts necessary for the Companys normal operations, guiding and supervising the specific
activities under their responsibility, executing specific tasks assigned to them by the Chief
Executive Officer.
e) Performance assessment criteria for members of the board of directors, committees and the
executive board
The performance of the Executive Board members of Usiminas is assessed on an annual basis
by the Company Board of Directors, with support from its Human Resources Committee. On
that occasion, the Board assesses whether the quality indicators of the statutory executive
board members were met, as well as whether global and individual goals were met. The
members of the committees and the Board of Directors are not assessed.
12.2. Describe rules, policies and practices related to annual shareholders meetings,
detailing:
a) Convening periods
The Company adopts the convening periods for shareholders meetings set forth by the
corporation law. The Corporation Law requires that all annual shareholders meetings be
convened upon three publications in the Federal Official Gazette or the Official Gazette of the
State where the Companys head office is located, and in another largely circulated newspaper,
edited in the Company head office. The publications are currently made in the Official Gazette
of Minas Gerais State, the official communications medium of Minas Gerais State, and in the
newspaper Jornal Estado de Minas, the first convening being made within at least 15 days from
the shareholders meeting, and the second convening made eight days prior to the meeting, as
the case may be. Nonetheless, CVM may, in certain circumstances, determine that the first
convening for annual shareholders meetings be made in up to 30 days prior to the date when
the documents referring to the matters to be resolved are made available to shareholders.
b) Scope
The Company does not adopt differentiated practices or policies referring to the Annual
Shareholders Meeting set forth by the corporation law.
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c) Addresses (physical or electronic) where the documents related to the annual shareholders
meeting will be available to shareholders for analysis
Electronic: www.cvm.gov.br, www.bmfbovespa.com.br, www.usiminas.com.
Physical: The Companys head office at Rua Prof. Jos Vieira de Mendona 3011, in Belo
Horizonte, Capital City of Minas Gerais State.
d) Identification and management of conflicts of interest

In addition to the general rules stipulated in the corporation law, the Companys Articles of
Incorporation provide for in their article 13, item "y", that the Board of Directors is responsible
for approving any business or operation involving, on one hand, the Company and its
subsidiaries and, on the other hand, Related Parties, pursuant to the definition given in the
first paragraph of the referred to article. In addition, item vii of article 3 of the Board of
Directors Internal Regulation provides that the Board of Directors must establish, within its
scope, the overall guidelines of the Companys business and decide on strategic matters, with
a view of preventing and managing situations of conflict of interest or of diverging opinions, in
a manner whereby the Company interests prevail at all times. Any conflicts of interest must be
previously and formally stated, and the shareholder presenting the conflict must participate,
discuss and vote the respective matter, in accordance with the Brazilian law. The nature and
extension of the conflict of interest must be recorded in the meeting minutes.
e) Request of power of attorneys by management for direct voting

The Company does not adopt differentiated practices and policies referring to request of power
of attorneys by management for direct voting, other than those stipulated in the corporation
law.
f) Formalities required for acceptance of power of attorneys granted by shareholders, stating

whether the issuer accepts power of attorneys granted by shareholders via electronic means.
The Company does not adopt differentiated practices and policies referring to formalities for
acceptance of power of attorneys stipulated in the corporation law. As provided for by Law
6404/76, any shareholder may be represented in the Annual Shareholders Meeting by a proxy
appointed less than 1 year before, who must be a shareholder, Company management
member, attorney, financial institution or manager of investment funds representing the fund
members. The Company requests that the shareholders represented by a proxy send a power
of attorney 48 hours prior to the Annual Shareholders Meeting, so that such representation
authenticity may be verified. The Company does not accept power of attorneys granted by
electronic means.
g) Maintenance of forums and pages on the worldwide web intended for receiving and sharing
comments from the shareholders about the meeting agendas.
The Company does not maintain forums on the Internet intended for receiving and sharing
comments about meeting agendas.
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h) Live transmission of the video and/or audio of meetings

The Company does not have mechanisms for live transmission of video and/or audio of
meetings.
i) Mechanisms to allow including shareholders proposals in the agenda

There are no specific mechanisms to allow including shareholders proposals in the agenda.
The Company may meet such requests, if applicable, on a case-by-case basis.
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12.3. In a table format, list the dates and newspaper publishing:

Fiscal year
12/31/2013
Publishing
Financial statements
Newspaper State of Brazil

Official Gazette of the State of Minas Gerais
MG
Estado de Minas MG
Announcement to the shareholders about

the publication of the financial statements
Call for the annual shareholders meeting

which analyzed the financial statements
www.usiminas.com
Date
03/22/2014
03/24/2014

MG
Waived
Estado de Minas MG
Waived

MG
04/09/2014
04/10/2014
04/11/2014
Estado de Minas MG
04/09/2014
04/10/2014
04/11/2014
Minutes of the annual shareholders

meeting which analyzed the financial
statements

MG
Estado de Minas MG
Fiscal year
Publishing
12/31/2012 Financial statements
Notice to the shareholders on financial

statements made available
Pending
publication
Pending
publication
Date
Official Gazette of the State of Minas Gerais MG
03/14/2013
Estado de Minas MG
03/14/2013
Waived
Estado de Minas MG
Waived
Call for the annual shareholders meeting Official Gazette of the State of Minas Gerais which analyzed the financial statements
MG
03/28/2013
04/02/2013
04/04/2013
Estado de Minas - MG
03/28/2013
04/02/2013
04/04/2013
Fiscal
year

statements
03/26/2013
03/26/2013
Publishing
Date
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12/31/2011 Financial statements
Notice to the shareholders on financial

statements made available

03/23/2012
Valor Econmico - SP
03/23/2012
03/23/2012

MG
Waived
Waived
Valor Econmico - SP
Waived
Call for the annual shareholders meeting Official Gazette of the State of Minas Gerais which analyzed the financial statements
MG
04/10/2012
04/11/2012
04/12/2012
04/10/2012
04/11/2012
04/12/2012
Valor Econmico - SP
04/10/2012
04/11/2012
04/12/2012

statements

06/13/2012
Valor Econmico - SP
06/13/2012
06/13/2012
12.4. Describe the rules, policies and practices regarding the board of directors:
a) Frequency of the meetings
The Companys board of directors ordinarily meets four times a year, following the previously
set calendar and extraordinarily whenever deemed necessary to discuss the corporate
interests.
b) If any, the provisions in the shareholders agreement setting forth restriction or link with the
exercise of the voting rights by the board members.
The votes cast by the members of the Board of Directors appointed by the controlling
shareholders are linked with the procedure described in item 15.5. of this Reference Form.
c) Rules on identification and management of conflicts of interests

The Board of Directors bylaws establish, among other obligations, that a particular interest or
an interest conflicting with that of the Company shall be previously and formally declared. In
this case, the member of the Board shall abstain from participating, discussing and voting in
the respective meeting, and the nature and extent of the conflict shall be recorded in the
minutes. Furthermore, the Board of Directors Portal created in 2009 is an environment
restricted to and exclusive for the members of the Board of Directors of Usiminas, where the
relevant documents and pieces of information are stored. The Portal allows specific documents
and matters to be made available only to certain groups, in order to preserve the necessary
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reserve and confidentiality in compliance with the rules applicable to the hypotheses of
conflicts of interests and relations between related parties.
12.5. If any, describe the arbitration clause included in the bylaws for settlement of
disputes among shareholders and between these and the issuing Company through
arbitration:
Not applicable. No arbitration clause has been included in the bylaws for settlement of disputes
among shareholders and between these and the Company through arbitration.
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12.6. In relation to each officer and members of the supervisory board of the issuing company, indicate the following in a
table format:
1)
Board of Directors Full Members
Name
Age
Management body
Date of election
Term of office
CPF or passport number
Occupation
Elected position
Date of entry
Elected by a controlling
shareholder?
Other positions or jobs held at the appointing company

Alcides Jos Morgante
72 years of age
Board of Directors
04/25/2014
Up to the annual shareholders

meeting of 2016
120.074.988-04
Business Administrator
Full Member of the Board of Directors
04/25/2014
Yes
Daniel Agustn Novegil
61 years of age
Board of Directors
04/25/2014

meeting of 2016
10330160N
Industrial Engineer
04/25/2014
Yes
Eiji Hashimoto
58 years of age
Board of Directors
04/25/2014

meeting of 2016
236.445.668-10
Businessman
04/25/2014
Yes
Fumihiko Wada
66 years of age
Board of Directors
04/25/2014

meeting of 2016
TK4179689
Businessman
04/25/2014
Yes
Holds no other position or job at the Company
Holds no other position or job at the Company.
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Jos Oscar Costa de Andrade
67 years of age
Board of Directors
04/25/2014

meeting of 2016
097.284.656-53
Metallurgical Engineer
04/25/2014
Yes
Marcelo Gasparino da Silva
43 years of age
Board of Directors
04/25/2014

meeting of 2016
807.383.469-34
Lawyer
04/25/2014
Paulo Penido Pinto Marques
56 years of age
Board of Directors
04/25/2014

meeting of 2016
269.139.176-00
Engineer
Chairman of the Board of Directors
04/25/2014
Yes
Yes
Audit Committee and Human Resoucers Committee full member

Rita Rebelo Horta de Assis Fonseca
44 years of age
Board of Directors
04/25/2014

meeting of 2016
790.197.496-68
Economist
04/25/2014
Yes
Roberto Caiuby Vidigal
69 years of age
Board of Directors
04/25/2014

meeting of 2016
007.763.518-34
04/25/2014
Yes
Human Resources Committee Full Member
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2) Board of Directors Deputy Members

Name
Age
Management body
Date of election
Term of office
Occupation
Elected position
Date of entry
shareholder?

Chrysantho de Miranda S Junior
60 years of age
Board of Directors
04/25/2014

meeting of 2016
272.337.906-04
Electrical Engineer
(electronics option)
Deputy Member of the Board of

Directors
04/25/2014
Yes
Gileno Antnio de Oliveira
56 years of age
Board of Directors
04/25/2014

meeting of 2016
441.159.206-10
Engineer

Directors
04/25/2014
Yes
Hirohiko Maeke
56 years of age
Board of Directors
04/25/2014

meeting of 2016
TK0437339
Lawyer

Directors
04/25/2014
Yes
Honorio Pedro Garca Diez
62 years of age
Board of Directors
04/25/2014

meeting of 2016
10106673N

Directors
04/25/2014
Yes
Industrial Engineering General Manager
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Mario Giuseppe Antonio Galli
62 years of age
Board of Directors
04/25/2014

meeting of 2016
835.771.675-91
Major in Philosophy

Directors
04/25/2014
Yes
Oscar Montero Martinez
53 years of age
Board of Directors
04/25/2014

meeting of 2016
14.126.591
Industrial Engineer

Directors
04/25/2014
Yes
Takaaki Hirose
52 years of age
Board of Directors
04/25/2014

meeting of 2016
236.895.678-66
Economist

Directors
04/25/2014
Yes
Yoichi Furuta
55 years of age
Board of Directors
04/25/2014

meeting of 2016
TH6520391
Businessman

Directors
04/25/2014
Yes
Coordinator of the Audit Committee
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3) Supervisory Board Full Members

Name
Age
Management body
Date of election
Term of office
Occupation
Elected position
Date of entry
shareholder?

Lcio de Lima Pires
43 years of age
Supervisory Board
04/25/2014
812.099.596-15
Accountant
04/25/2014

Jnio Carlos Endo Macedo
Full Member of the Supervisory

Board
52 years of age
Supervisory Board
04/25/2014

meeting of 2015
Bank Clerk and Public

Bank Employee

Board
04/25/2014
No

Masato Ninomiya
66 years of age
Supervisory Board
04/25/2014

meeting of 2015
806.096.277-91
Lawyer

Board
04/25/2014
Yes

Paulo Frank Coelho da Rocha
43 years of age
Supervisory Board
04/25/2014

meeting of 2015
151.450.238-04
Lawyer

Board
04/25/2014
Yes

Telma Suzana Mezia
62 years of age
Supervisory Board
04/25/2014

meeting of 2015
065.192.105-87
Economist

Board
04/25/2014
No
038.515.528-06

meeting of 2015
Yes
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4) Supervisory Board Deputy Members

Name
Age
Management body
Date of election
Term of office
Occupation
Elected position
Date of entry
shareholder?

Carlos Augusto de Assis
51 years of age
Supervisory Board
04/25/2014

meeting of 2015
073.478.928-99
Lawyer
Deputy Member of the Supervisory

Board
04/25/2014
Yes
Ely Tadeu Parente da Silva
48 years of age
Supervisory Board
04/25/2014

meeting of 2015
587.729.016-91
Accountant

Board
04/25/2014
Yes
Guilherme Silva Roman
34 years of age
Supervisory Board
04/25/2014

meeting of 2015
005.856.599-07
Lawyer

Board
04/25/2014
No
Mrio Roberto Villanova Nogueira
51 years of age
Supervisory Board
04/25/2014

meeting of 2015
112.981.928-03
Lawyer

Board
04/25/2014
Yes
Roberto Luiz Ribeiro Berzoini
59 years of age
Supervisory Board
04/25/2014

meeting of 2015
000.478.088-45
Bank Clerk and Public

Bank Employee

Board
04/25/2014
No
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5) Executive Board
The Board of Directors of the Company has not yet decided on the composition of the Executive Board to serve until the annual
shareholders meeting of 2016. The mandate of the current members is, thus, extended to the realization of such determination, as
determined by art. 150, 4, of Law 6.404/76.
Name
Age
Management body
Date of election
Term of office
Occupation
Elected position
Date of entry
shareholder?

Nobuhiko Takamatsu
59 years of age
Executive board
08/28/2014
019.591.006-02
Engineer
Corporate Planning Vice Chief

Executive Officer
08/28/2014
Yes
Rmel Erwin de Souza
61 years of age
Executive board
09/25/2014

meeting of 2014
222.313.666-49
Metallurgical Engineer
Chief Executive Officer and IT and

Quality Vice Chief Executive Officer
09/25/2014
No
Ronald Seckelmann
58 years of age
Executive board
09/25/2014

meeting of 2014
894.486.428-49
Business
Administrator
Finance and Investors Relations Vice

Chief Executive Officer and
Subsidiaries Vice Chief Executive
Officer
09/25/2014
No
Srgio Leite de Andrade
60 years of age
Executive board
05/07/2012

meeting of 2014
233.336.777-68
Engineer
Sales Vice Chief Executive Officer
05/07/2012
No
Member of the Financial Committee
Member of the Financial Committee
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Tulio Cesar do Couto Chipoletti
57 years of age
Executive board
10/24/2014
920.859.118-20
Industrial Engineer
Industrial Vice Chief Executive Officer
Yes
12.7. Provide the information mentioned in item 12.6 about the members of the statutory committees, as well as of the
audit, risk, financial and remuneration committees, even if such committees or structures are not statutory.
Audit Committee:
Name
Age
Profession
CPF or passport
number
Elected
office held
Takaaki Hirose
52 years of age
Economist
236.895.678-66
Coordinator
June 13, 2014 June 13, 2014
56 years of age
Engineer
269.139.176-00
Full Member
June 13, 2014 June 13, 2014
48 years of age
Accountant
Industrial
Engineer
Bank Clerk and
Public Bank
Employee
Full Member
June 13, 2014 June 13, 2014
021.962.346-56
Full Member
June 13, 2014 June 13, 2014

meeting of 2016
meeting of 2016
meeting of 2016
634.466.267-00
Full Member
June 13, 2014 June 13, 2014

meeting of 2016
Paulo Penido Pinto

Marques
Claudio Gabriel
Gugliuzza
Horacio Auterio
36 years of age
Wanderley Rezende
de Souza
52 years of age
Date of
election
Date of
inauguration
Term of office
meeting of 2016
Other positions or jobs held at

the appointing company
Directors
and e Full Member of Human
Resources Committee.
Holds no other position or job at the
Company
Full Member of Human Resources
Committee
and Full Member of Human Resources
Committee.
Human Resources Committee:
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CPF or passport
number
Elected
office held
Coordinator
June 13, 2014 June 13, 2014
36 years of age
Profession
Industrial
Engineer
Industrial
Engineer
021.962.346-56
Full Member
June 13, 2014 June 13, 2014
Tatsuya Miyahara
51 years of age
Teacher
052.352.117-07
Full Member
June 13, 2014 June 13, 2014
Term of office
meeting of 2016
meeting of 2016
meeting of 2016
Paulo Penido Pinto

Marques
56 years of age
269.139.176-00
Full Member
June 13, 2014 June 13, 2014

meeting of 2016
52 years of age
Engineer
Bank Clerk and
Public Bank
Employee
634.466.267-00
Full Member
June 13, 2014 June 13, 2014
44 years of age
Economist
790.197.496-68
Full Member
June 13, 2014 June 13, 2014
Name
Age
Rodrigo Pia
42 years of age
Horacio Auterio
Wanderley Rezende
de Souza
Rita Rebelo Horta
de Assis Fonseca
Date of
election
Date of
inauguration

meeting of 2016
meeting of 2016
Other positions or jobs held at

the appointing company
Company
Full Member of Audit Committee
Company
and e Full Member of Audit
Committee.
and Full Member of Audit Committee.
Financial Committee:
Name
Ronald Seckelmann
Age
56 years of age
Profession
Manager
CPF or passport
number
894.486.428-49
Elected office
held
Full Member and
Coordinator
Date of election
October 29, 2013
Date of
inauguration
October 29, 2013
Term of
office
Indefinite
Eduardo Moreira Pereira

Nobuhiko Takamatsu
46 years of age
59 years of age
Manager
Engineer
690.752.556-91
019.591.006-02
Full Member
Full Member
October 29, 2013

October 8, 2014
October 29, 2013

October 8, 2014
Indefinite
Indefinite
Marcelo Hector Barreiro

Shigekazu Iwamoto
44 years of age
45 years of age
Economist
Manager
227.374.438-22
018.195.466-40
Full Member
Full Member
October 29, 2013

October 29, 2013
October 29, 2013

October 29, 2013
Indefinite
Indefinite
Other positions or
jobs held at the
appointing company
Finance and Investor
Relations Vice Chief
Executive Officer
Finance Supervisor
Corporate Planning Vice

Chief Executive Officer
Chief Controller
Financial Specialist
Elected by a
controlling
shareholder?
No
No
Yes
No
No
We found no formal document evidencing the inauguration of members of this committee; therefore, the Company considers the date
of election for this purpose.
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12.8. Information on Board of Directors, Executive Board

members:
and
Supervisory Board
a) Resumes
Board of Directors Full Members
Alcides Jos Morgante. He has a Bachelors Degree in Business Administration. He was Area
Manager and Deputy Systems Director of Confab Industrial S.A; Manager of Cobrasma S.A;
CFO of Engrecon S.A; Development Director of the Osasco Labor Office; and he taught at the
Osasco School of Economics and Business Administration (FEAO) and at the Osasco Steel
Industry Labor Union. Currently, he is a member of the Companys Board of Directors.
Daniel Agustn Novegil. He has a Bachelors Degree in Industrial Engineering from the
University of Buenos Aires and a Masters Degree in Administrative Science from the Stanford
University. In 1978, he worked at Propulsora Siderrgica S.A. (a company of the Techint
Group) and was appointed Director-General of the Company in 1991. In 1993, after a merger
between Propulsora and Somisa, he was appointed Executive Director of Siderar. In 1998,
after acquisition of Sidor in Venezuela, he was appointed Chairman of the Board of Directors
and CEO of Sidor. In March 2003, he was appointed Flat and Long Steel Vice CEO of Techint
and had corporate liabilities with Sidor and Siderar. He has been a member of the Board of
Directors and CEO of Ternium S.A. since 2005. He has been Chairman of the Board of
Directors of Siderar since May 2005 and is also Chairman of the Board of Directors of Ternium
Mxico, S.A. de C.V., a company resulting from a merger between Hylsamex S.A. de C.V. and
Grupo IMSA S.A. de C.V., and equity interest thereof was fully acquired by Ternium in 2005
and 2007, respectively. He is a member of the Board of Directors of Ternium Brasil S.A. He is a
member of the Executive Committee of the Latin American Iron and Steel Institute (ALACERO)
and Chairman of the worldsteel Economics Committee. Currently, he is a member of the
Companys Board of Directors.
Eiji Hashimoto. He has a Bachelors Degree from the Graduate School of Commerce and
Management of Hitotsubashi University, Tokyo, Japan. He worked at Nippon Steel & Sumitomo
Metal Corporation as Manager and Group Manager of Flat Products, General Manager of
Marketing Global, Director of the Department of Boards and Structures. Currently, he is
Executive Director of Nippon Steel & Sumitomo Metal Corporation and a member of the
Fumihiko Wada. He has a Bachelors Degree in Business Administration from the Keio
University of Japan. At Japan Bank for International Cooperation, he was Director-General,
Director-General of the Department of Loans V, Treasurer and Controller, Director-General of
Human Resources, Full Executive Director of the Americas; at Marubeni Corporation, he was
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Senior Vice CEO, Senior Corporate Executive of the Regional Department of Strategy and
Coordination, Chairman of the Environment Business Promotion Committee, Corporate
Advisor; Corporate Advisor of Nippon Steel & Sumitomo Metal Corporation and Nippon
Usiminas Co. Ltd.; CEO of Nippon Usiminas Co. Ltda. Currently, he is a member of the
Jos Oscar Costa de Andrade. Metallurgical Engineer with Specialization in Raw Materials and
Operation of Blast Furnaces, Metallurgical Engineering Program. At Usiminas, he was
Investment Analysis Engineer; Head of the Steelmaking and Inspection Department; Head of
Technical Unit; Metallurgical Engineer of the Pig Iron Unit. Currently, he is a member of the
Marcelo Gasparino da Silva. Lawyer and certified to act as a member of Boards of Directors by
the Brazilian Corporate Governance Institute (IBGC) and a member of Legal and State-owned
Enterprises Commissions, with experience in mining production chain. He is a member of the
Board of Directors of Usiminas, Eletrobras, Celesc and Tecnisa. He is Tax Advisor of AES Tiet.
He was Tax Advisor of AES Eletropaulo and Bradespar, among others. He is a member of the
Technical Commission of the Capital Market Investor Association (AMEC) and Spokesman of
the Corporate Governance Group (GGC). Currently, he is a member of the Companys Board of
Directors.
Paulo Penido Pinto Marques. He has a Bachelors Degree in Electrical Engineering from the
Minas Gerais Federal University (UFMG). He was Finance, Investor Relations and Information
Technology Vice CEO of Usiminas; Finance, Investor Relations and Administration Officer of
Companhia Siderrgica Nacional (CSN); Chairman of the Board of Directors of Transnordestina
Logstica; Chairman of the Board of Directors of Ita Energtica; member of the Board of
Directors of MRS Logstica S.A.; member of the Board of Directors of Rio Negro Comrcio e
Indstria de Ao S.A.; member of the Board of Directors of Usiparts Sistemas Automotivos
S.A.; and Finance and Investor Relations Officer of Embraer. Currently, he is Chairman of the
Rita Rebelo Horta de Assis Fonseca. She has an Executive MBA in Finance from the IBMEC
Business School, Specialization in Financial Management from the Dom Cabral Foundation and
Bachelors Degree in Economic Sciences from PUC/MG. She was Investment Planning and
Analysis Supervisor, Economic-financial Planning Analyst and Cost And Budget Analyst at
Usiminas. Currently, she is CEO of Previdncia Usiminas, an entity that is part of the
Companys controlling group, and a member of the Companys Board of Directors.
Roberto Caiuby Vidigal. He has a Bachelors Degree in Business Administration from the So
Luis School of Economics SP. He attended the Advanced Management Program of the Institut
Europen DAdministration (Insead), Fontanebleau, France. He was CEO of the Confab Group,
CEO of Techint Engenharia e Construo, Chairman of Captulo Brasileiro (Brazilian Chapter)
of the Latin American Corporate Board (CEAL), CEO of the Asociacin Latinoamericana de
Industrias y Bienes de Capital (ALABIC), CEO of the Brazilian Association for the Development
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of Basic Industries (ABDIB), Chairman of the Board of Governors of the Energy and Nuclear
Research Institute (IPEN), Vice CEO of Centro das Indstrias do Estado de So Paulo (CIESP),
member of the Advisory Board of Banco Finasa de Investimentos S.A., member of the Board of
Directors of Refripar S.A., CEO of CGU Companhia de Seguros, member of the Board of
Directors of Algar S.A. and CEO of Instituto Liberal de So Paulo. Currently, he is Chairman of
the Board of Directors of Confab Industrial S.A., Chairman of the Board of Directors of Techint
Engenharia e Construo S.A., member of the Board of Directors of San Faustin S.A., member
of the Board of Directors of Air Liquide do Brasil, Chairman of the Advisory Board of S.A. O
Estado de So Paulo, Chairman of the Advisory Board of OESP Grfica S.A., member of the
Executive Board of SIAT S.A. (Argentina), Chairman of the Advisory Board of Scania Latin
America Ltda., member of the Strategy Board of Federao das Indstrias do Estado de So
Paulo (FIESP), Chairman of the Board of Directors and CEO of Ternium Brasil S.A., CEO of
Siderrgica do Norte Fluminense S.A. (SNF) and a member of the Companys Board of
Directors.
Board of Directors Deputy Members
Chrysantho de Miranda S Junior. He has a Bachelors Degree in Electrical Engineering from

the Santa Rita do Sapuca National Telecommunications Institute (Inatel) (electronic option);
MBA in Corporate Management from the Getlio Vargas Foundation (FGV) and attended the
Executive Development Program of the Dom Cabral Foundation (FDC). At Usiminas, he was
Automation Equipment Manager; Energy Manager; Supervisor of the Energy and
Transportation Department. He was also Executive Director of the So Francisco Xavier
Foundation (FSFX). Currently, he is Benefits Officer of Previdncia Usiminas, an entity that is
part of the Companys controlling group, and a deputy member of the Companys Board of
Directors.
Gileno Antnio de Oliveira. He has a Bachelors Degree in Metallurgical Engineering from the
Minas Gerais Federal University (UFMG); Specialization in Material Sciences and Engineering
from the So Carlos Federal University (UFSCar); completed the Graduate Program in Strategic
Corporate Management from the Minas Gerais Federal University (UFMG); Executive MBA in
Project Management from the Getlio Vargas Foundation (FGV). He was Teacher of Chemistry
and Mathematics for Cursos Pr Vestibulares (courses focused on preparing students for
taking entrance examinations) - Belo Horizonte; Professor of Differential and Integral Calculus,
Mechanical Construction Materials, Metrology and Quality Engineering included in the
Engineering Program of PUC-MG and Unileste-MG, Vale do Ao Campus; he was Director of the
Brazilian Steelmaking and Material Association (ABM), member of the Rolling Commission
(COLAM) and also Director of Unio Brasileira para a Qualidade (UBQ). At Usiminas, he was
Metallurgical Engineering for Cold Rolling, Technical Manager of Cold Rolling and Steelmaking,
Cold Rolling Supervisor and General Manager of Process Engineering. Currently, he is
Chairman of the Decision-making Board of Previdncia Usiminas, General Manager of Industrial
Engineering of Usiminas and a deputy member of the Companys Board of Directors.
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Hirohiko Maeke. He has a Bachelors Degree in Law from the University of Tokyo and Masters
Degree from the UW School of Law. He was Manager of the Legal Department of Sumitomo
Metal Industries Ltda and General Manager and Director of the Legal Division of Nippon Steel &
Sumitomo Metal Corporation. Currently, he is General Manager of Business Development
Abroad of Nippon Steel & Sumitomo Metal Corporation and a deputy member of the Companys
Board of Directors.
Honorio Pedro Garca Diez. He has a Bachelors Degree in Business Administration from the
Pontifical Catholic University of Argentina. He was CFO of Techint Compaa Tcnica
Internacional S.A.C.I.; Vice CFO of Techint Internacional Construction Corp. (TENCO). He
worked at the Sade Saldemi Group (a company of the GE Group) as Vice CFO of Sade Brazil;
CFO of Sade Venezuela and CFO of Sade Colombia. Currently, he is a deputy member of the
Mario Giuseppe Antonio Galli. He has a Bachelors Degree in Philosophy from the University of
Milan, is a licensed journalist and has over 23 years experience in Communications and New
Media. He was Corporate Communications Officer of the Techint Group and managed rebranding projects of Tenaris and Ternium. He is liable for the following areas: marketing
communications and employees, media relations and crisis communication management. He
was Chairman of the Communications Committee of the World Steel Association (2009-2011).
Currently, he is Corporate Communications Officer of Tenaris, Executive Director of Tenaris
Confab Hastes de Bombeio, a member of the Board of Directors of Ternium Brasil S.A. and a
deputy member of the Companys Board of Directors.
Oscar Montero Martinez. He has a Bachelors Degree in Industrial Engineering. Currently, he is

a member of the Board of Directors of the following companies: Ternium Mxico S.A. de C.V.,
Tenigal S. de R.L. de C.V., Ternium USA Inc., Acerus S.A. de C.V., APM, S.A. de C.V., Ternium
Gas Mxico S.A. de C.V., Ferropak Servicios S.A. de C.V., Ferropak Servicios S.A. de C.V.,
IMSA Monclova S.A. de C.V., Las Encinas S.A. de C.V., Acedor S.A. de C.V., Ferropak
Comercial S.A. de C.V., Treasury Services S.A. de C.V. and Consorcio Minero Benito Juarez
Pea Colorada, S.A. de C.V. (deputy). He is also Director-General of Planning and Operations
of Ternium. Currently, he is a deputy member of the Companys Board of Directors.
Takaaki Hirose. He has a Bachelors Degree in Economics from the Waseda University. He was
Manager of the Finance and Accounting Department, Manager of the Corporate Planning and
Budget Department and General Manager of Yamata Plant Administration, at Nippon Steel
Corporation, and also at Nippon Steel & Sumitomo Metal Corporation, since October 2012.
Currently, he is General Manager of Business Development Abroad of Nippon Steel &
Sumitomo Metal Corporation and a deputy member of the Companys Board of Directors.
Yoichi Furuta. He has a Bachelors Degree in Law from the University of Tokyo, Master of
Business Administration, Harvard Business School. He was Manager of the Department of Flat
Automotive Products of Nippon Steel & Sumitomo Metal Corporation; Group Manager of the
Department of Production of Plates and Coils, Kimitsu Plant of Nippon Steel & Sumitomo Metal
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Corporation; Group Manager of the Department of Long Plates and Products, Marketing Global
Division of Nippon Steel & Sumitomo Metal Corporation; Group Manager of the Planning and
Coordination Department, Marketing Global Division of Nippon Steel & Sumitomo Metal
Corporation; General Manager of the Chicago office, Nippon Steel U.S.A. Inc.; General
Manager of Electrical Steel Sheets of Nippon Steel & Sumitomo Metal Corporation; General
Manager of Business Development Abroad of Nippon Steel & Sumitomo Metal Corporation.
Currently, he is a deputy member of the Companys Board of Directors.
Supervisory Board Full Members
Jnio Carlos Endo Macedo. He has a Bachelors Degree in Law from the Toledo Education
Institute, MBA in General Training for Senior Executives from the University of So Paulo (USP)
and MBA in Marketing from the Pontifical Catholic University of Rio de Janeiro. He was Branch
Manager, Division Manager, Executive Manager, General Manager, Statutory Officer, Business
Supervisor and Regional Supervisor of Banco do Brasil, as well as Business Director of Aliana
do Brasil. Currently, he is General Manager of Banco do Brasil and a full member of the
Companys Supervisory Board.
Lcio de Lima Pires. He has a Bachelors Degree in Accounting from Unio de Negcios e
Administrao (UNA), in Belo Horizonte/MG, completed the Graduate Program in Financial
Administration and Higher Education Methodology from Unio de Negcios e Administrao
(UNA), in Belo Horizonte/MG, and in Production Engineering with Emphasis on Supplementary
Pension Plan from the Ideas Institute (UFRJ). Currently, he is Executive Accounting Manager of
Previdncia Usiminas, an entity that is part of the Companys controlling group, and a member
of the Companys Supervisory Board.
Masato Ninomiya. He has a Doctors Degree and Masters Degree in Law from the Faculty of
Law of the University of Tokyo, Japan, Bachelors Degree in Law from the School of Law of the
University of So Paulo, Bachelor of Arts from the School of Philosophy, Languages and Human
Sciences from the University of So Paulo. Professor of the Department of International Law of
the So Paulo School of Law and sworn translator of Japanese and English. Currently, he is a
member of the Companys Supervisory Board.
Paulo Frank Coelho da Rocha. He has a Bachelors Degree in Law from the School of Law of the
University of So Paulo and Masters Degree (LL.M.) in Corporation from the New York
University School of Law. He was Foreign Associate in law firm Cravath, Swaine & Moore, in
New York. Currently, he is a member of the International Bar Association, of the Advisory
Board of "Working Group on Legal Opinions" of the American Bar Association; and of the
Chamber of Commerce Brazil-United States. He is co-author of book "Business Laws of Brazil".
He has been a partner of law firm Demarest e Almeida since 2003 and is a member of the
Companys Supervisory Board.
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Telma Suzana Mezia. She has worked in the financial market at Banco do Brasil and PREVI.
She is certified to act as a member of Supervisory Boards and Boards of Directors by the
Brazilian Corporate Governance Institute (IBGC). She is a member of the Supervisory Board
appointed by non-controlling holders of common shares at CELESC and by non-controlling
holders of preferred shares at Usiminas.
Supervisory Board Deputy Members
Carlos Augusto de Assis. He has a Doctors Degree and Masters Degree in Civil Procedural Law
and Bachelors Degree from the School of Law of the University of So Paulo. He is author of
books and articles of specialized law journals and was Deputy Professor of Civil Law at the
School of Law of Faculdades Metropolitanas Unidas. Currently, he is a lawyer of law firm
Masato Ninomiya and Deputy Professor of the School of Law of the University of So Paulo. He
holds no administration position in publicly-held companies. Currently, he is a deputy member
Ely Tadeu Parente da Silva. He has a Bachelors Degree in Accounting from the Pontifical
Catholic University of Minas Gerais (PUC/MG) and completed the Graduate Program in
Production Engineering with Emphasis on Supplementary Pension Plan from the Ideas Institute
(UFRJ). He is Compliance Manager of Previdncia Usiminas, an entity that is part of the
Companys controlling group. He holds no administration position in publicly-held companies.
Currently, he is a deputy member of the Companys Supervisory Board.
Guilherme Silva Roman. Lawyer and a member of the Brazilian Corporate Governance Institute
(IBGC). He has a Bachelors Degree in Foreign Trade, with almost two decades of legal
experience at large mining, telephone and port companies. Currently, he is a deputy member
Mrio Roberto Villanova Nogueira. Bachelor's degree in Law from the School of Law of the
University of So Paulo. Graduate degree in Business Administration from Getlio Vargas
Foundation (FGV). He is and invited Professor for the Economics, Business and Accountancy
courses at University of So Paulo and Director of the Brazilian Institute for the Study of
Competition, Consumer Relations and International Trade (IBRAC). Mrio Roberto Villanova
Nogueira also holds the position of partner at Demarest e Almeida Office since 1993. Currently
he is a deputy member of the Companys Supervisory Board.
Roberto Luiz Berzoini. Bachelors degree in Civil Engineering from the Technology Mau
Institute. He held positions of Engineering Manager, Executive Manager, Division Manager and
Director at Banco do Brasil DILOG Roberto Luiz Berzoini also served as Tax Advisor for
companies such as Previ, Cassi, Previs Advisory Board or BB Private Pension Plans. Currently
he holds the position of Tax Advisor at CADAM and is a deputy member of the Companys
Supervisory Board.
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Executive board
Rmel Erwin de Souza. Metallurgical Engineer from Engineering School of Federal University of
Minas Gerais State (Brazil). He was a high school Physics Teacher; Coordinator of the Exact
Sciences area of a high school equivalency course and Pre-College Entrance Examination; at
Usiminas he was the Engineer of the Sulfuric Acid Pickling area; Engineer of Annealing of ColdRolled Strips area; Head of the Annealing area section; Manager of Hardening section;
Manager of Manufacturing Production; General Manager at Usina Independente Cmara;
Director of Ipatinga Complex and Account Director; Director at USIROLL; Member of the
Steering Committee at UNIGAL; Deputy member of Siderars Board of Directors, being the last
three companies integral parts of the companys economic group. Chairman at the Brazils So
Francisco Xavier Foundation (FSFX); Chairman at Previdncia Usiminas; Advisor of the
Brazilian Association of Metals (ABM); Coordinator and Instructor in the flat steel rolling
training course of ABM. Currently Rmel Erwin de Souza is a Chief Executive Officer and IT and
Quality Vice Chief Executive Officer.
Ronald Seckelmann. Bachelors degree in Business Administration from the Getlio Vargas
Foundation (FGV), and participated in the Competitive Strategy Lecture at Harvard Business
School. He was a Financial Analyst at Cargill Agrcola S.A; Controllership Division Manager at
Alcoa Aluminium S.A.; Chief Planning and Control Officer at Vidraria Santa Marina S.A. (SaintGobain Group); Chief Administrative and Financial Officer at Igaras Papis e Embalagens S.A.;
Chief Financial and Investor Relations Officer at Klabin S.A.; Vice CEO and Chief Financial and
Control Officer at Bertin S.A. He served as Vice CEO and Chief Financial, Investor Relations and
Information Technology Officer at the Company, and currently is the Finance and Investors
Relations Vice Chief Executive Officer and Subsidiaries Vice Chief Executive Officer.
Sergio Leite de Andrade. Bachelors degree in Metallurgical Engineering from Federal University
of Rio de Janeiro/UFRJ and Master in Metallurgical Engineering from Federal University of Minas
Gerais/UFMG. At the Company, he was a researcher Engineer; Engineer of Integrated Control
of Heavy Plates; Head of the Metallurgy Steel and Rolling of Plates Plant; Head of
Standardization and Coordination Plant, responsible for the Integrated Control of Heavy Plates,
Hot-Rolled and Cold-Rolled Products; Managing Director of the Center for Research and
Development; Technical and Manufacturing Managing Director; Chairman of the Quality
Committee; Marketing Managing Director. He served as Vice CEO at the Company, Second
Executive Steel-making Officer and current holds the position of Commercial Vice CEO.
Nobuhiko Takamatsu. Bachelors Degree in Engineering from the University of Tokyo . Worked
in Nippon Steel & Sumitomo Metal Corporation as Superintendent of the Iron Division in
Muroran plant, Japan , Department Manager Administration and Technical Planning, was
seconded to the International Institute of Iron and Steel , General Manager of Intellectual
Property Division , Executive Director , Executive Director hired to serve as General Manager of
the Iron Division and Executive Assistant to the Vice President for Technology and Quality
Usiminas. Currently holds the position of Vice President of Corporate Planning Usiminas.
Tlio Csar do Couto Chipoletti. Bachelors degree in Industrial Engineering from the Industrial
Engineering University - FEI in Sao Bernardo do Campo / SP, an MBA in Finance from the
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Brazilian Institute of Capital Markets - IBMEC . It also has titles for the PGA courses (Advanced
Management Program) of The European Institute of Business Administration - INSEAD ,
France, and also of Executive Management from Stanford University. In Confab Industrial SA
served as Project Engineer, Manager of Project Engineering, Engineering Manager of
Pindamonhangaba Plant, Plant Manager of So Caetano do Sul, Senior Executive - Director of
the Pipe Division , Vice President tubes and Brazil 's Area Manager . In Solues Usiminas SA
Steel served as Chief Executive Officer. Currently holds the position of Industrial Vice President
of the company.
Audit Committee
Claudio Gabriel Gugliuzza. Public Accountant- Universidade de Buenos Aires -Argentina- July
1988. Currently is Administrative Director of Siderar (Argentina); he was Regional Finance and
Administrative Director Global Management and Tax Planning of Tenaris (Argentina);
Regional Finance and Administrative Director South America (Argentina and Brazil) at
Tenaris (Argentina); Financial/Economic Planning and Management Control Director at Tenaris
(Argentina); Administrative Director of Commerciail Units at Tenaris (Argentina); At Tubos the
Acero de Mxico performed as Administrative Director; Commercial Planning Manager;
Financial and Economic Planning Manager; Semi-Senior Auditor at Siderca Argentina; Junior
Auditor ay Siderca- Argentina; Junior Auditor at Pistrelli, Diaz e Associados. Actually, member
of the Audit Committe of the Company.
Horacio Auterio. Industrial Engineer graduated from the Universidad de Buenos Aires, has an
MS in Management from Stanford University. Acts as official of Ternium since 2002, where he
served as Commercial Planning and Strategic and assistant of the CEO and Assistant Industrial
Officer. Currently holds the position of Director of Ternium Brazil and is a member of the
Company's Audit Committee.
The CV of other Members of the Audit Committee are presented above in this same item.
b) Description of any of the following events that have taken place over the past 5 years:
i.
Criminal conviction
There is no criminal conviction for none of the Directors and Members of the Supervisory
Board.
ii. Conviction in administrative proceeding of the Brazilian Securities and Exchange
Commission (CVM) and penalties applied
There is no conviction in administrative proceeding of CVM for none of the Directors and
Members of the Supervisory Board.
iii. Any unappealable conviction at the legal or administrative level, which has been
suspended or disqualified them for the practice of any professional or commercial activity
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There is no unappealable conviction at the legal or administrative level for none of the
Directors and Members of the Supervisory Board.
12.9. Report the existence of marital relation, stable union or kinship up the second
degree between:
a) Directors and members of the issuers Supervisory Board
Not applicable. There is no marital relation, stable union or kinship up the second degree
between directors and members of the Companys Supervisory Board.
b) Directors and members of the issuers Supervisory Board and (ii) directors of direct or
indirect subsidiaries of the issuer
between directors and members of the issuers Supervisory Board and (ii) the directors of
direct or indirect subsidiaries of the Company
c)Directors and members of the issuers Supervisory Board or its direct or indirect subsidiaries
and (ii) direct or indirect controlling of the issuer
between directors and members of the issuers Supervisory Board or of its direct and indirect
subsidiaries and (ii) direct or indirect controlling companies of the Company
d) Directors and members of the issuers Supervisory Board and (ii) directors of direct and
indirect controlling companies of the issuer
between directors and members of the issuers Supervisory Board and (ii) directors of direct
and indirect controlling companies of the Company.
12.10. Report subordination, service rendering or control relations over the past 3
fiscal years between directors of the issuer and:
a) Direct or indirect subsidiary of the issuer
Not applicable. There are no subordination, service rendering or control relations over the past
3 fiscal years between directors of the Company and direct or indirect subsidiary of the
Company.
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b) Direct or indirect controlling company of the issuer
i) Fumihiko Wada, a full member of the Board of Directors, holds since 2010, the position of
CEO at Nippon Usiminas Co. Ltd., a company that is part of the Group controlled by the
issuer;
ii) Eiji Hashimoto, a full member of the Board of Directors, holds the position of Chief
Executive Officer at Nippon Steel & Sumitomo Metal Corporation, a company that is part of
the Group controlled by the issuer, as well as the position Director of Nippon Steel &
Sumitomo Metal Empreendimentos Siderrgicos Ltda;
iii) Daniel Novegil, a full member of the Board of Directors, maintains working relationship
with various subsidiaries of Ternium S.A., and holds the position of CEO at Ternium S.A.,
Chairmain of the Board of Directors at Siderar S.A.I.C and at Ternium Mxico, S.A. de C.V.,
companies that are part of Techint Group, which, in its turn, is part of the Group controlled
by the issuer;
iv) Roberto Caiuby Vidigal, a full member of the Board of Directors, maintains working
relationships with various subsidiaries of Tenaris S.A.; is the Chairman of the Board of
Directors at Confab Industrial S.A. and at Techint Engenharia e Construo S.A., and
Member of the Board of Directors of San Faustin S.A., SIAT S.A., Tenaris Confab Hastes de
Bombeio S.A., Confab Trading N.V. and Socotherm Brasil S.A., Chairman of the Board of
Directors and CEO at Ternium Brasil S.A.;
v) Rita Horta Rebelo de Assis, a full member of the Board of Directors, holds since 2012, the
position of Director Chairman of Previdncia Usiminas, which is part of the Group controlled
by the issuer, having held the position of Chief Financial Officer of the same entity from
April 2010 to April 2012;
vi) Paulo Penido Pinto Marques, a full member of the Board of Directors, maintains a service
rendering agreement with Nippon Group, since 2012;
vii) Chrysantho de Miranda S Junior, a deputy member of the Board of Directors, holds
since 2012, the position of Director of Benefits of Previdncia Usiminas, which is part of the
Group controlled by the issuer;
viii) Gileno Antnio Oliveira, a deputy member of the Board of Directors, holds the position
of Chairman of the Decision-Making Board of Previdncia Usiminas, which is part of the
ix) Yoichi Furuta, a deputy member of the Board of Directors, held the position of General
Manager at Nippon Steel & Sumitomo Metal Corporation up to December 2011. Since
January 2012, he holds the position of Executive Director at Nippon Steel & Sumitomo Metal
Corporation, which is part of the Group controlled by the issuer;
x) Hirohiko Maeke, a deputy member of the Board of Directors, holds the position of
General Manager of the Business Development Abroad Department at Nippon Steel &
Sumitomo Metal Corporation, and from October 2012 to June 2013 he held the position of
General Manager and Director of the Legal Division of Nippon Steel & Sumitomo Metal
Corporation, which is part of the Group controlled by the issuer;
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xi) Oscar Montero Martinez, a deputy member of the Board of Directors, maintains working
relationship with various subsidiaries of Ternium S.A., holds the position of Chief Planning
Officer at Ternium S.A., and still is a member of the Board of Directors of various Terniums
subsidiaries;
xii) Mario Guiseppe Antonio Galli, a deputy member of the Board of Directors, maintains
working relationship with various subsidiaries of Tenaris S.A., is the Chief Communication
Officer at Tenaris S.A. and member of the Board of Directors at Ternium Brasil S.A. and at
Tenaris Confab Hastes de Bombeio S.A.;
xiii) Lcio de Lima Pires, a full member of the Supervisory Board, holds since 2011, the
position of Accounting Executive Manager at Previdncia Usiminas, which is part of the
xiv) Ely Tadeu Parente da Silva, a full member of the Supervisory Board, holds the position
of Compliance Manager at Previdncia Usiminas, which is part the Group controlled by the
issuer;
xv) Masato Ninomiya, a full member of the Supervisory Board maintains a service rendering
agreement with Grupo Nippon;
xvi) Carlos Augusto Assis , deputy member of the Supervisory Board maintains a service
rendering agreement with Nippon Group.
xvii) Nobuhiro Yamamoto, a former deputy member of the Board of Directors and current
Corporate Planning Vice CEO, held since 2012, the position of General Manager at Nippon
Steel & Sumitomo Metal Corporation;
xviii) Rmel Erwin, Chief Executive Officer and IT and Quality Vice Chief Executive Officer,
held the position of Chairman of Previdncia Usiminas from April 2010 to April 2012;
xix) The former Chief Special Relations Officer Takashi Hirao held in 2010, the position of
Executive Advisor at Nippon Steel & Sumitomo Metal Corporation;
xx) The former Chief Special Relations Officer Yasuo Takeda held between 2010 and 2012,
the position of Vice CEO at Nippon Steel & Sumitomo Metal Corporation;
xxi) Toru Obata, a former full member of the Board of Directors, held from 2010, the
position of Chief Executive Officer at Nippon Steel & Sumitomo Metal Corporation, and
beginning January 2011 he assumed the position of CEO at NS United Kiun Kaisha, Ltd.;
xxii) Nobuhiko Ikura , a former full member of the Board of Directors held from 2012, the
position of Executive Consultant of Nippon Steel & Sumitomo Metal Corporation, and from
2013 the position of Chairman of Nippon Steel & Sumitomo Metal USA Inc.;
xxiii) Israel Vainboim, a former full member of the Board of Directors, maintained between
2010 and 2012 a service rendering agreement with Nippon Group;
xxiv) Amaro Lanari Neto, a former deputy member of the Board of Directors, holds the
position of Chief Financial Officer at Previdncia Usiminas since 2012;
xxv) Hiroyuki Uchida, a former deputy member of the Board of Directors, held the position
of Chief Executive Officer at Nippon Steel & Sumitomo Metal Corporation;
xxvi) Toshimi Sugiyama, a former deputy member of the Board of Directors, held between
2010 and 2012, the position of General Manager at Nippon Steel & Sumitomo Metal
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Corporation and CEO at Nippon Steel & Sumitomo Metal Empreendimentos Siderrgicos
Ltda.;
xxvii) Takashi Hirose, a former deputy member of the Board of Directors, held the position
of General Manager at Nippon Steel & Sumitomo Metal Corporation and is the CEO at
Nippon Steel & Sumitomo Metal Empreendimentos Siderrgicos Ltda.;
xxviii) Ricardo Ourique Marques, a former deputy member of the Board of Directors, is
General Director and a member of the Board of Directors at Techint Engenharia e
Construo S.A., and a member in the Board of Directors of other related companies;
xxix) Guilherme Pires de Mello, a former deputy member of the Board of Directors, is the
Director of Operations and a member of the Board of Directors at Techint Engenharia e
Construo S.A.;
xxx) Lyoji Okada, a former deputy member of the Supervisory Board, maintained a service
rendering agreement with Nippon Group;
xxxi) Tulio Cesar do Couto Chipoletti, Industrial Vice Chief Executive Officer, held the
position of Vice CEO at Confab Industrial S.A.;
c) If relevant, supplier, customer, debtor or creditor of the issuer, its subsidiary or parent
company or subsidiaries of any of these parties
There is no significant subordination relationship among supplier, customer, debtor or creditor
of the issuer, its subsidiary or parent companies or subsidiaries of any of these parties listed in
the item above.
12.11. Describe the provisions of any agreements, including insurance policies,

which provide for the payment or reimbursement of expenses incurred by the
directors, arising from compensation for damage caused to third parties or to the
issuer, penalties imposed by state agents, or agreements aimed at resolving
administrative or legal proceedings, due to the exercise of their functions:
The Company has Civil Liability Insurance for Directors and Officers (D&O), which covers any
financial convictions imputed against the Companys directors by virtue of in-court or out-ofcourt lawsuits that arose during their term of office, related to the exercise of their functions at
the Company, including any defense costs.
12.12. Provide other information the issuer deems significant

The Company guarantees the control and monitoring of good Corporate Governance practices
with the support of two mechanisms: the Internal Audit Office that acts preemptively to ensure
risk control and reduction; and the Open Channel created in 2009 to receive complaints from
customers, suppliers, investors and employees on irregularities in the Company's operations.
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Accordingly, Usiminas operates cohesively and with transparency, which ensures greater safety
and reliability in the Company's operations.
In addition to information in items 12.6 and 12.8 of this Reference Form, the Companys Board
of Directors members also hold the following positions:
Full Members:
Alcides Jos Morgante

Besides those mentioned above, he does not hold positions in other companies or entities
Daniel Agustn Novegil

Eternit S.A. - Member of the Board of Directors and CEO
Ternium Mxico, S.A. de C.V. - Chairman of the Board of Directors
Siderar S.A.I.C. - Chairman of the Board of Directors
Ternium Brasil S.A. - Member of the Board of Directors
Latin American Iron and Steel Institute (ALACERO) member of the Economic Studies
Executive Committee of the World Steel Association Board - Chairman
Eiji Hashimoto
Fumihiko Wada
Jos Oscar Costa de Andrade

Marcelo Gasparino da Silva

Paulo Penido Pinto Marques

Rita Rebelo Horta de Assis Fonseca
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Previdncia Usiminas Chairman

ABRAPP(Brazilian Association of Supplementary Closed-Ended Private Pension Plan Entities)
Member of the Decision-Making Board, as a representative of Previdncia Usiminas
Minas Tnis Clube Member of the Decision-Making Board
Roberto Caiuby Vidigal

Confab Industrial S.A. - Chairman of the Board of Directors
San Faustin S.A. - Member of the Board of Directors
Techint Engenharia e Construo S.A. - Chairman of the Board of Directors
Air Liquide do Brasil Member of the Board of Directors
S.A. O Estado de So Paulo Member of the Advisory Board
OESP Grfica S.A. - Chairman of the Advisory Board
SIAT S.A. (Argentina) Member of the Executive Board
Scania Latin America Ltda. - Chairman of the Advisory Board
FIESP Federao das Indstrias do Estado de So Paulo Member of the Strategy Board
Ternium Brasil S.A Chairman of the Board of Directors and CEO
SNF Siderrgica do Norte Fluminense S.A. - CEO
Deputy Members:
Chrysanto de Miranda S Junior

Gileno Antnio de Oliveira

Hirohiko Maeke
Honorio Garca Diez

Mario Giuseppe Antonio Galli
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Oscar Montero Martinez

Takaaki Hirose
Yoichi Furuta
13. Compensation of Managers

13.1. Describe the policy or practice of compensation of the board of directors,
statutory and non-statutory directors, supervisory board, statutory, audit, risk,
financial and compensation committees, addressing the following aspects:
a) Objectives of the policy or practice of compensation
The Board of Directors, on the recommendation of its Human Resources Committee, annually
reviews the compensation for the members of the Board of Directors and the Statutory
Officers. The compensation policy is based on market practices, which take into account the
creation of value for the Company, its shareholders and other stakeholders, determined by
meeting the quantitative and qualitative targets linked to the overall performance of the
Company. Your goal is to properly recognize the contribution of each member of the Board of
Directors, Statutory and Non-statutory Officers in view of the achievement of strategic
objectives, in line with best market practices.
There is no compensation for the members of the Committees of Usiminas.
b) Composition of compensation, stating:
i.
Description of the compensation elements and objectives of each:
For Statutory Officers: the total value of the fixed and variable annual compensation is
determined by decision of the Board of Directors, on the recommendation of its Human
Resources Committee, as the market study submitted annually. Fixed compensation is paid
monthly throughout the year. The variable compensation linked to the achievement of
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quantitative and qualitative goals related to the overall performance of the Company is paid as
a bonus after final determination of performance parameters based on the audited balance
sheet and approved by the Board of Directors. The Company also has a plan of share-based
compensation to its Statutory Officers.
To the Board of Directors: fixed compensation according to budget approved at the Annual
General Meeting. There is no variable compensation practice.
To the Supervisory Board: a monthly compensation of active members is fixed at ten percent
(10%) of the value of the fixed compensation average paid to Statutory Officers of the
Company, pursuant to paragraph 3 of Article 162 of Law No. 6404/76. There is no variable
compensation practice.
ii.
The proportion of each element in total compensation - according to the above
For the Statutory Officers: the composition of total compensation, assuming the achievement
of 100% of the goals that define the variable compensation, as set out in the annual plan
(target value) is: 37% in respect of fixed compensation, 37% to variable compensation and
26% to stock-based compensation. To the Boards of Directors and Supervisory Board, fixed
compensation is set at 100%.
iii.
Calculation methodology and adjustment of each compensation element
Fixed Compensation - the methodology used for calculation/adjustment of the fixed

compensation of the Company management (Board of Directors and Statutory Officers) is
based on the review of market practices and prevailing economic conditions. This methodology
ensures that the policy adopted by the Company is competitive and is in line with the market
and the interests of the shareholders of Usiminas.
Variable Compensation (Statutory Officers) - the methodology applicable to the variable
compensation is based on the establishment of economic, financial, quantitative and
qualitative indicators linked to the Company's overall performance in compliance with collective
and individual targets. Annually, the Board of Directors, on the recommendation of its Human
Resources Committee, revises the set of indicators and targets in order to adapt them to
market practices, the global economic situation, the interests of shareholders and also, aiming
to encourage the sustainable performance of the Company in the long term. Additionally, the
Company has share-based compensation plan, as detailed in Section 13.4.
iv.
Reasons for the compensation composition
The Company believes that the compensation of its executives consists of fixed and variable
portion meets market principles and allows the evaluation of its executives performance in line
with the Company's overall performance.
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c) Key performance indicators that are taken into consideration in determining each
compensation element
The fixed compensation takes into account market values obtained by specialized consultants,
in accordance with best market practices.
The short-term variable compensation takes into consideration quantitative and qualitative
indicators, determined annually based on market studies and situational aspects of the global
economy. Examples of quantitative indicators are: EBITDA Margin, Cost of Production, among
others. Qualitative indicators are linked to the specific contribution of each director to the
Company's results.
The long-term variable compensation takes into account the strategic objectives of the
Company in accordance with the best market practices, in connection with the Company
performance against the financial market.
d) How compensation is structured to reflect the evolution of performance indicators

The Company understands that the compensation policy conditional on the fulfillment of
quantitative and qualitative targets (as explained in the previous section) enables the
adequately measurement of evolution of each of its interests based on performance indicators
to which weights are assigned for performance evaluation and determination of variable
compensation. The relative weighting of each performance indicator is allocated annually by
the Board of Directors, on the recommendation of its Human Resources Committee which
takes into account economic factors such weighting distributed in groups of indicators of the
Usiminas Group, indicators of the Business Units and Individual Indicators that will add value
to the Company.
e) How the policy or practice of compensation is aligned with the issuers interests in the short,
medium and long term
The compensation policy is aligned:
Short term: compensation is based on monitoring the market base salary of each position
according to similar companies operating in its area of expertise, ensuring adequate
compensation.
Medium term: aligned with accompanying performance targets set annually for each business
and aimed at leveraging the overall performance of the Company. The targets are reset
annually.
Long term: as of 2011 the Company adopted the Plan for Granting Stock Options issued by the
Company. The plan aims at aligning the long-term interests in view of the potential
appreciation of stocks in the search of results by the Company. The Stock Option Plan issued
by the Company was approved at the Extraordinary General Meeting of 4/14/2011.
f) Existence of compensation supported by subsidiaries or direct or indirect parent companies
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Some officers receive compensation paid by Controllers of the Company, as detailed in section
13.15.
g) Any compensation or benefit related to the occurrence of certain corporate events, such as
the transfer of equity control of the issuer
No compensation or benefit is related to the occurrence of certain corporate events, such as
the sale of Company equity control.
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13.2.
Regarding compensation recognized in the last 3 fiscal years and planned for the current fiscal
year, the Board of Directors, the Statutory Officers and the Supervisory Board, prepare a table with the
following content:
Fiscal year ended 12/31/2011
Amounts in reais
Annual Fixed Compensation
Board
Number
of
Members
Salary or
Management
Fees (*)
Direct and
Indirect
Benefits
Compensation for
Participation
in
Committees
Variable Compensation
Others (**)
Bonuses
(****)
Profit Sharing
Compensation for
Participation in
Meetings
Committees
Benefits
Generated by
Expiry of
Mandate
Share-based
Compensation
(***)
Total
Others (**)
PostEmploymen
t Benefits
Statutory
Officers
6.33
7,810,240.00
23,665.52
N/A
2,520,813.39
4,672,199.38
N/A
N/A
N/A
833,387.14
N/A
2,000,000.00
1,034,784.00
18,895,089.43
Board of
Directors
7.00
2,757,994.36
N/A
551,598.87
N/A
N/A
N/A
N/A
N/A
3,309,593.23
4.83
602,356.50
N/A
120,381.18
N/A
N/A
N/A
N/A
N/A
722,737.68
18.16
11,170,590.86
23,665.52
N/A
3,192,793.44
4,672,199.38
N/A
N/A
N/A
833,387.14
N/A
2,000,000.00
1,034,784.00
22,927,420.34
Supervisory
Board
Total
* Refers to fees
** Refers to social charges payable by the company
*** The amount of share-based compensation refers to the cost of the benefit of the plan to grant stock options of the Company, calculated on the fair value of the
options granted according to the Black-Scholes model.
**** Corresponds to the bonuses paid in 2011, calculated on the performance evaluation for the fiscal year 2010.
The number of members on each board corresponds to the annual average number of members on each board determined monthly, with two decimal places.
Total compensation accounted for in 2011, including provision for variable compensation with social charges payable in 2012, totaled R$ 29,612 thousand.
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Amounts in reais
Annual Fixed Compensation
Board
Statutory
Officers
Board of
Directors
Supervisory
Board
Number
of
Members
Benefits
Generated by
Expiry of
Mandate
Share-based
Compensation
(***)
Total
Profit Sharing
Compensation for
Participation in
Meetings
Committees
Others (**)
PostEmployment
Benefits
1,840,344.00
N/A
N/A
N/A
312,858.58
N/A
1,718,229.00
1,528,463.00
17,308,314.84
612,396.80
N/A
N/A
N/A
N/A
N/A
4,567,078.60
N/A
113,909.94
N/A
N/A
N/A
N/A
N/A
683,459.65
N/A
2,915,850.32
1,840,344.00
N/A
N/A
N/A
312,858.58
N/A
1,718,229.00
1,528,463.00
22,558,853.09
Salary or
Management
Fees
Direct and
Indirect
Benefits
Compensatio
n for
Participation
in
Committees
6.42
8,051,781.23
1,667,095.45
9.50
3,954,681.80
4.75
20.67
Others (**)
Bonuses
(****)
N/A
2,189,543.58
N/A
569,549.71
12,576,012.74
1,667,095.45
Total
* Refers to fees
Total compensation accounted for in 2012, including provision of variable compensation with social charges payable in 2013, totaled R$ 32,590 thousand.
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Amounts in reais
Fixed Annual Compensation
Board
Statutory
Officers
Board of
Directors
Supervisory
Board
Number
of
Members
Benefits
Generated
by Expiry
of Mandate
Share-based
Compensation
(***)
Total
Profit
Sharing
Compensation
for Participation
in Meetings
Committees
Others (**)
PostEmploymen
t Benefits
5,065,090.00
N/A
N/A
N/A
1,013,018.00
N/A
N/A
4,515,693.72
25,528,216.66
909,034.16
N/A
N/A
N/A
N/A
N/A
5,454,204.95
N/A
121,526.45
N/A
N/A
N/A
N/A
N/A
729,158.99
N/A
3,720,824.10
5,065,090.00
N/A
N/A
N/A
1,013,018.00
N/A
N/A
4,515,693.72
31,711,580.60
Salary or
Management
Fees (*)
Direct and
Indirect
Benefits
Compensation
for Participation
in Committees
Others (**)
Bonuses
(****)
7.00
8,506,853.64
3,737,297.81
N/A
2,690,263.49
10.33
4,545,170.79
N/A
5.00
607,632.54
22.33
13,659,656.97
3,737,297.81
Total
* Refers to fees
Total compensation accounted for in 2013, including provision of variable compensation with social charges payable in 2014, amounted to R$ 36,665 thousand.
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Remuneration provided for the fiscal year ending 12/31/2014

Amounts in reais
Fixed Annual Compensation
Board
Statutory
Officers
Board of
Directors
Supervisory
Board
Number
of
Members
Salary or
Management
Fees
Direct and
Indirect
Benefits
Compensation
for Participation
in Committees
Others (**)
Bonus
Profit
Sharing
Compensatio
n for
Participation
in Meetings
Committee
s
Others (**)
PostEmploymen
t Benefits
Benefits
Generated
by Expiry
of Mandate
Share-based
Compensation
(***)
Total
7.00
9,168,633.75
5,756,963.88
N/A
3,434,816.51
10,068,633.75
N/A
N/A
N/A
2,013,726.75
N/A
N/A
6,400,000.00
36,842,774.64
10.00
4,823,565.02
151,727.84
N/A
964,713.01
N/A
N/A
N/A
N/A
N/A
N/A
5,940,005.87
654,902.41
N/A
130,980.48
N/A
N/A
N/A
N/A
N/A
N/A
785,882.89
14,647,101.18
5,908,691.72
N/A
4,530,510.00
10,068,633.75
N/A
N/A
N/A
2,013,726.75
N/A
N/A
6,400,000.00
43,568,663.40
5.00
22.00
Total
* Refers to fees
*** The amount of share-based compensation refers to the cost of the benefit of the plan to grant stock options of the Company, calculated on the
fair value of the options granted according to the Black-Scholes model.
The number of members on each board corresponds to the annual average number of members on each board determined monthly, with two decimal
places.
As approved at the Board of Directors at the Extraordinary Meeting held on March 24, 2014, the overall maximum amount of
management compensation provided for the period between the Annual General Meeting (AGM) AGM 2014 and 2015 is R$ 45.5 million.
This amount was also approved at the Annual General Meeting (AGM), held on April 25, 2014.
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13.3. The variable compensation for the last three fiscal years and planned for the
current fiscal year of the Board of Directors, the Statutory Officers and the
Supervisory Board, prepare a table with the following content:
Statutory Officers
Board of Directors
(**)
Supervisory
Board (**)
6.33
9.00
4.67
Minimum amount provided for in the

compensation plan
None. It is related to the

achievement of targets.
N/A
N/A
Maximum amount provided for in the

compensation plan
R$ 35,000,000.00 (*)
N/A
N/A

N/A
N/A
R$ 4,672,199.38
N/A
N/A

compensation plan
N/A
N/A
N/A

compensation plan
N/A
N/A
N/A
Amount provided for in the compensation plan if the targets established are met
N/A
N/A
N/A
Amount effectively recognized
N/A
N/A
N/A

Number of members (***)
Bonus
Profit sharing
N/A = not applicable because there is no payment with this regard.

(*) Variable Compensation is always paid based on targets exceeded, on a continuous scale starting at zero. The limit for payment
including the fixed compensation is the annual funds defined in Ordinary General Meeting, which reaches R$ 35 million in 2011.
(**) Variable Compensation is not paid to the Supervisory Board and the Board of Directors.
(***) The number of members on each board corresponds to the annual average number of members on each board determined
monthly, with two decimal places.
- Determination of the amounts corresponding to the period from January to December, said amount relates to the period between the
Meetings.
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Statutory Officers
Board of Directors
(**)
Supervisory
Board (**)
6.42
8.75
4.67

compensation plan

N/A
N/A

compensation plan
R$ 35,000,000.00 (*)
N/A
N/A

N/A
N/A
R$ 1,840,344.00
N/A
N/A

compensation plan
N/A
N/A
N/A

compensation plan
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

Bonus
Profit sharing
N/A = not applicable because there is no payment with this regard.

(*) Variable Compensation is always paid based on targets exceeded, on a continuous scale starting at zero. The limit for payment
including the fixed compensation is the annual funds defined in Ordinary General Meeting, which in the case of 2012 is R$ 35 million.
(**) Variable Compensation is not paid to the Supervisory Board and the Board of Directors.
(***) The number of members on each body corresponds to the annual average number of members on each board determined
Meetings.
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Statutory Officers
Board of Directors
(**)
Supervisory
Board (**)
7.00
10.33
5.00

N/A
N/A
R$ 40,000,000.00
N/A
N/A

N/A
N/A
R$ 5,065,090.00
N/A
N/A

compensation plan
N/A
N/A
N/A

compensation plan
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

Bonus
compensation plan
Valor mximo previsto no plano de
remunerao (*)
Amount effectuallyy recognized (****)
Profit sharing
N/A = not applicable, since no such payments were made.

(*) Variable Compensation is always paid based on targets exceeded, on a continuous scale starting at zero. The total annual funds
defined in Ordinary General Assembly, amounting to R$ 40 million in 2013.
(**) Variable Compensation is not paid for the Audit Committee and the Board of Directors.
(***) The number of members of each body corresponds to the annual average of the number of members of each body determined
(****) Relates to bonus paid in 2013, based on the performance evaluation in 2012.
Meetings.
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Variable compensation for the year 2014

For the fiscal year ended 2014, the assumptions for target indicators could, at first, be the
same as those adopted for 2013, although it can be changed due to global economic and
financial environment.
Statutory Officers
Board of Directors
(**)
Supervisory
Board (**)
7.00
9.00
5.00

compensation plan

achievement of targets. (*)
N/A
N/A

compensation plan
R$ 45,500,000.00
N/A
N/A
R$ 10,068,633.75
N/A
N/A
N/A
N/A

compensation plan
N/A
N/A
N/A

compensation plan
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Fiscal year ending 12/31/2014

Number of members
Bonus

Profit sharing
N/A = not applicable, since no such payment was made.

(*) Variable Compensation is always paid based on targets exceeded, on a continuous scale starting at zero. The total annual funds
were defined in the Ordinary General Meeting on April 25, 2014.
(**) Variable Compensation is not paid to the Supervisory Board and to the Board of Directors.
Meetings.
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13.4. Shares based compensation plan for the Board of Directors and the Statutory
Officers, in force in the last fiscal year and planned for the current fiscal year.
Company stock option was approved at the Extraordinary General Meeting on April 14, 2011.
In 2011, Statutory Officers, other Officers and General Managers of the Company were eligible
for the stock option plan.
For fiscal year 2013 the stock option plan approved on April 14, 2011 is still in force.
a)
General terms and conditions
The general plan rules are formally approved by the shareholders. Once approved, the plan is
managed by the Board of Directors, supported by the Human Resources Committee for this
purpose. The Board of Directors and the Human Resources Committee are advised on technical
and operating aspects by the human resources, legal and financial areas of Usiminas, or
external consultants. Only the Board of Directors has decision-making powers on the plan,
within the limits approved by the shareholders.
All executives and employees are potentially eligible for the plan. However, those actually
elected to receive grants must be approved by the Board of Directors, on the recommendation
of the Human Resources Committee.
The plan has annual grants of options (programs), subject to the rules and especially the
authorized capital (number of shares) by the shareholders. All annual programs shall be
approved by the Board of Directors.
b) The main objectives of the plan

- Alignment of interests between executives and shareholders
- Encourage sustainable value creation
- Attraction and retention of key professionals for the business
- Competitiveness with market practices
c) How the plan contributes to these objectives

The plan is considered as the link between the Management goals and those of the Company.
d)
As the plan is included in the issuers compensation policy
The plan is an integral part of Usiminas total compensation strategy, and it is an important
element to maintain the the Company's competitiveness on the market, as well as a tool to
attract and retain key professionals for the business.
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e)
How the plan aligns the short-, medium- and long-term interests of managers and the
issuer
The stock option plan grants the right to buy Usiminas shares at a price (the exercise price of
the options) and time (grace period for purchase of shares) determined. The predetermined
price aligns the interests of share valuation and timing of release to ensure solid purchase
decisions in search of medium- and long-term results.
f)
Maximum number of shares covered
The maximum total number of shares subject to be granted to all eligible employees is
50,689,310 preferred shares (USIM5), representing 5% of the total capital of Usiminas in 5
programs to be carried out from 2011 to 2015.
g)
Maximum number of options to be granted
The maximum number of options granted in each year to the total eligible managers was as
follows:
2011 Grant - 1,638,515 options, representing 0.162% of total shares issued by the Company.
h) Conditions for acquisition of shares
The Option shall be exercised through the acquisition or subscription of the underlying shares
against payment to the Company corresponding to the value corresponding to the Exercise
Price pursuant to the Option Agreement.
i) Criteria for determining the purchase or exercise price

The Board of Directors sets the exercise price ("Exercise Price") of each option at the time the
exemption is granted, which is equivalent to the weighted average closing price of the
Preferred Shares applicable on BM&FBOVESPA - Bolsa de Valores, Mercadorias e Futuros S.A.
("BM & FBovespa") in the month prior to the date of grant of the options.
j)
Criteria for determining the exercise period
The Board of Directors may set a time from which the Option will be exercisable ("Grace
Period") and may also provide that the Option will be exercisable in installments. Unless
decided otherwise by the Board of Directors, (i) one third (1/ 3) of the options will become
exercisable one year after the date of grant, (ii) one third (1/ 3) of the options will be
exercisable two years after the date of grant and (iii) one third (1/ 3) of the options will
become exercisable three years after the date of grant.
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The Board of Directors may determine the maximum period subsequent to grant date during
which the Option may be exercised ("Exercise Period"), and the Options may not be exercised
after seven (7) years from the date of grant.
k)
Form of settlement
The exercise price for each share subject to the option will be paid in cash in full on the date
chosen by the employee exercising the option, i.e., the execution of the Purchase and Sale
Agreement between the elected employee and Usiminas or the signature of the respective
subscription list, as appropriate.
l)
Restrictions on transfer of shares
During the Exercise Period, Participants are prohibited from selling the options granted to them
or create any burden on these options.
m)
Criteria and events that, when found, will cause the suspension, amendment or
termination of the plan
The suspension, amendment or termination of the plan takes place before the termination of
employment relationship between the Company and the party eligible to the stock-based
compensation to the Company program as same criteria/events described in the item below.
n)
Effects of the withdrawal of the issuers manager on his rights under the share-based
compensation plan
(a) Termination Without Cause - In case of termination of the Participants by the Company
or its Subsidiaries, upon termination of his employment contract without cause or
dismissal from his position as manager not motivated by events that, in case of an
employment relationship, would be a termination for cause under the labor law, the
Participants may exercise their options now exercisable within thirty (30) days as from
the respective Date of Termination, after which all Options granted to the Participants
will be automatically canceled and cease to have any effect. (b) Termination for Cause In case of the Participants termination for cause by the Company or its Subsidiaries,
upon termination of the employment contract for cause or dismissal from his position as
manager motivated by events that, in case of an employment relationship, would be a
termination for cause under
the labor law, all non-exercised options, whether
exercisable or not, will be extinguished by operation of law and canceled on the
respective Date of Termination or the date of the event giving rise the termination or
removal of the Participant, whichever occurs first. (c) Voluntary Termination - In the
event of voluntary termination of any Companys or its Subsidiaries Participants, the
Participants may exercise their options now exercisable within thirty (30) days of the
respective Date of Termination, after which all Options granted to the Participants will
be automatically canceled and cease to have any effect. (d) Termination by Retirement
- In the event of Retirement, the Participants may exercise their options now
exercisable within thirty (30) days of the resepctive Date of Termination, after which all
Options granted to the Participants will be automatically canceled and cease to have
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any effect. (e) Death - On the death of a Participant, the right to exercise all options
granted to the Participant will be anticipated and their heirs or successors, by legal or
testamentary succession, may exercise them during the period of twelve (12) months
subsequent to the date of Termination, after which all Options granted to the
Participant will be automatically canceled and cease to have any effect. (f) Termination
for Permanent Disability - If a Participant is on continuous and authorized leave caused
by permanent disability, the right to exercise all options granted to the Participant will
be accelerated and these may be exercised within 12 (twelve) months after the Date of
Termination, after which all Options granted to the Participant will be automatically
canceled and cease to have any effect. (g) Withdrawal After Disposal of Companys
Controlling Equity - In case of disposal, whether direct or indirect, of controlling stock
of Usiminas, the Participant who, in the first twelve (12) months following the disposal
of Usiminas controlling equity, is terminated without cause or removed from a manager
position not motivated by events that, in case of an employment relationship, would be
a termination for cause under the labor law, shall be entitled to the early exercise of all
options granted to him and can exercise them within 30 days following the Date of
Termination, at the end of which all Options granted to the Participant will be
automatically canceled and cease to have any effect.
13.5. State the number of shares or units of interest directly or indirectly held in
Brazil or abroad, and other securities convertible into shares or units of interest
issued by the issuer, its direct or indirect controlling members, controlled by or
under common control companies, members of the board, the statutory officers or
supervisory board, grouped by board, at the close of the last fiscal year
Number of securities at 12/31/2013
Company
Usiminas
Usiminas
Security
Common share
Class A preferred share
Board of Directors
(*)
36
175,033
Statutory Officers
4
21,343
Supervisory
Board (*)
1,000
-
* The balance of shares includes the effective and deputy members of the board of Directors and of the
Supervisory Board.
** The options granted and not exercised are not included in the above table.
13.6. Stock-based compensation recognized in P&L for the last 3 fiscal years and
planned for the current fiscal year, the Board of Directors and the Statutory Officers.
The General and Special Meeting of April 14, 2011, approved the Plan for Granting Stock
Options issued by the Company.
The Company recognizes expenses from the plans to grant stock options pursuant to the
Accounting Standards CPC 10 (R1) and ICPC05 options, guiding the determination and
registration according to the grace period in which the option becomes exercisable.
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Share-based compensation for fiscal years ended 2011, 2012 and 2013
2011 Program
Number of members:
Statutory Officers
6
Board of Directors*
1
Grants of stock purchase options

Grant Date:
10/3/2011
Number of options granted:
1,361,441
Deadline for options to become exercisable:
Total of 3 years, with the

possibility of advancing 33% per
year, after the first year as of the
grant (0/33/33/33 ).
10/3/2011
78,268
possibility of advancing 33%
per year, after the first year as
of the grant (0/33/33/33 ).
Maximum deadline for the exercise of

options:
7 years from date of grant
Term of restriction for the transfer of

shares:
Not Applicable
Not Applicable
R$ 11.98
R$ 11.98
Fair value of options on the date of grant:
R$ 5.05
R$ 5.05
Potential dilution in case of exercise of all

options granted:
0.1343% of total capital of

Usiminas.
0.0071% of total capital of

Usiminas.
Weighted average exercise price:
* Grant in view of Company employment status.
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2012 Program
Number of members:
Statutory Officers
7
Board of Directors*
1

Grant Date:
11/28/2012
11/28/2012
1,447,091
46,112

grant (0/33/33/33 ).

of the grant (0/33/33/33) .

options:

shares:
Not Applicable
Not Applicable
R$ 10.58
R$ 10.58
R$ 4.32
R$ 4.32

options granted:
0.1427% of the total capital of

Usiminas.
0.0045% of the total capital of

Usiminas.
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2013 Program
Number of members:
Statutory Officers
7
Board of Directors*
1

Grant Date:
11/28/2013
11/28/2013
1,124,476
39,071

grant (0/33/33/33 ).

of the grant (0/33/33/33) .

options:

shares:
Not Applicable
Not Applicable
R$ 11.47
R$ 11.47
R$ 6.30
R$ 6.30

options granted:
0.1109% of the entire capital of

Usiminas.
0.0039% of the entire capital of

Usiminas.
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Movement of options granted for the last 3 fiscal years

Statutory
Officers
Board of
Directors
Total
Fiscal year ended 2011

a
Outstanding options at the beginning of the fiscal year
2011 Grant Program

Options lost during the fiscal year
1,361,441
-
78,268
-
1,439,709
-
c
d
Options exercised during the fiscal year
Options expired during the fiscal year
1,361,441
78,268
1,439,709
Outstanding options at the end of the fiscal year

Fiscal year ended in 2012
a
1,361,441
78,268
1,439,709
2012 Grant Program

1,447,091
(951,328)
46,112
-
1,493,203
(951,328)

1,857,204
124,380
1,981,584
Fiscal year ended 2013

a
1,857,204
124,380
1,981,584
2013 Grant Program

1,124,476
-
39,071
-
1,163,547
-
(183,596)
(183,596)
2,798,084
163,451
2,961,535
572,176
67,549
639,725
2,225,908
95,902
2,321,810

Oustanding exercisable options
Outstanding non-exercisable options
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13.7 Options outstanding of the Board of Directors and the Statutory Officers at the
end of the last fiscal year.
Related to the 2011 Program
Board
Number of members
in relation to non-exercisable options
Statutory Officers
Board of Directors*
136,704
26,089
i.
quantity
ii.
date on which they will become exercisable
10/3/2014
10/3/2014
iii.
maximum deadline for the exercise of options
10/2/2018
10/2/2018
iv.
term of restriction for the transfer of shares
Not Applicable
Not Applicable
v.
weighted average exercise price
R$ 11.98
R$ 11.98
vi.
Fair value of the options on the last day of the fiscal year
**
**
187,408
52,179
10/2/2018
10/2/2018
Not Applicable
Not Applicable
R$ 11.98
R$ 11.98
in relation to exercisable options
i.
quantity
ii.
iii.
iv.
v.
**
**
vi.
fair value of all options on the last day of the fiscal year
**
**
* Received in view of the Company executives employment status.

** The company did not determine the fair value of the options on the last day of the fiscal year.
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Board
Number of members
i.
quantity
ii.
iii.
iv.
v.
vi.
Statutory
Officers
Board of Directors*
964,728
30,742
11/28/2014 to
11/28/2015
11/28/2014 to
11/28/2015
11/27/2019
11/27/2019
Not Applicable
Not Applicable
R$ 10.58
R$ 10.58
**
**
384,768
15,371
11/27/2019
11/27/2019
Not Applicable
Not Applicable
R$ 10.58
R$ 10.58
vii.
quantity
viii.
ix.
x.
xi.
fair value of the options on the last day of the fiscal year
**
**
xii.
**
**
* Received in connection with the Company employment status.

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Board
Number of members
vii.
quantity
viii.
ix.
x.
xi.
xii.
Statutory
Officers
Board of Directors*
1,124,476
39,071
11/28/2014,
11/28/2015 and
11/28/2016
11/28/2014,
11/28/2015 and
11/28/2016
11/27/2020
11/27/2020
Not Applicable
Not Applicable
R$ 11.47
R$ 11.47
**
**
11/27/2020
11/27/2020
Not Applicable
Not Applicable
R$ 11.47
R$ 11.47
xiii.
quantity
xiv.
xv.
xvi.
xvii.
**
**
xviii.
**
**
* Received in view of the Company executives status.

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13.8 Options exercised and shares delivered relating to stock-based compensation of

the Board of Directors and the Statutory Officers for the past 3 fiscal years.
For the fiscal year of 2013 the following options were exercised by the Statutory Officers:
Board
Number of members
In relation to the options exercised, inform:
Statutory
Officers
Board of
Directors
183,596
10.58
2.77
NA
NA
NA
NA
NA
NA
Number of shares

Total value of the difference between the exercise value
and the market value of the shares related to options
exercised
In relation to the shares delivered
Number of shares
weighted average acquisition price
Total value of the difference between the acquisition

value and the market value of the shares acquired
In the fiscal years of 2011 and 2012, stock options were not exercised.
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13.9 Summary of information necessary for understanding the data disclosed in

items 13.6 to 13.8, and the explanation of the pricing of shares and options,
including at least:
The key assumptions used in accordance with the Black-Scholes pricing model of granting
programs were as follows:
2011 Grant
Year 1
Year 2
Year 3
R$ 4.83
R$ 5.07
R$ 5.27
Share price at the time
R$ 11.45
R$ 11.45
R$ 11.45
Exercise price
R$ 11.98
R$ 11.98
R$ 11.98
Fair value on the date of grant
Volatility of the share price

Grace period (3 years)
Estimated dividends
Risk-free rate of return
Adjusted duration
50.70%
50.70%
50.70%
33% after year 1
33% after year 2
33% after year 3
2.94%
2.94%
2.94%
11.62% p.a.
11.65% p.a.
11.69% p.a.
4 years
4.5 years
5 years
Year 1
Year 2
Year 3
2012 Grant
R$ 4.06
R$ 4.32
R$4.61
R$ 10.38
R$ 10.38
R$ 10.38
Exercise price
R$ 10.58
R$ 10.58
R$ 10.58

Estimated dividends
Adjusted duration
37.95%
37.95%
37.95%
33% after year 1
33% after year 2
33% after year 3
0.63%
0.63%
0.63%
8.63% p.a.
8.75% p.a.
8.87% p.a.
4 years
4.5 years
5 years
2013 Grant
Year 1
Year 2
Year 3
R$ 5.87
R$ 6.30
R$ 6.58
R$ 11.88
R$ 11.88
R$ 11.88
Exercise price
R$ 11.47
R$ 11.47
R$ 11.47
43.38%
43.38%
43.38%
33% after year 1
33% after year 2
33% after year 3
0%
0%
0%
11.34% p.a.
11.37% p.a.
11.40% p.a.
4 years
4.5 years
5 years

Estimated dividends
Adjusted duration
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i.
Method used and the assumptions made to incorporate the effects of expected early
exercise
Black-Scholes methodology. There is no early exercise of options, vesting is 33% per year
after the 1st, 2nd and 3rd years of the grant date of the plan.
ii.
Method of determining the expected volatility
To calculate the adjusted volatility, the adjusted history of 36 months preceding the grant was
considered.
iii.
If any other option feature was incorporated into the fair value measurement
There was no other feature incorporated into the fair value measurement.
13.10 Pension plans in effect granted to the members of the Board of Directors and
Statutory Officers.
Retirement plans in force granted to members of the Board of Directors and Statutory Officers
Board
No.
Members
Plan Name
Amount of
managers who
meet the
conditions for
retirement
Board of Directors
(*)
N/A
N/A
N/A
Statutory Officers
(**)
USIPREV
None of the
managers
Conditions to
retire in advance
Updated Value of
accumulated
contributions in
the pension plan
until the end of
the last fiscal year,
deducting the
portion related to
the contributions
made directly by
managers
Total
accumulated
value of
contributions
made during
the last fiscal
year,
deducting the
portion related
to the
contributions
made directly
by managers
Possibility of
early
withdrawal and
applicable
conditions
N/A
R$ 542,784.07
R$
143,172.90
None of the
Management
members (***)
(*) The Company does not have retirement plans for the members of the Board of Directors.
(**) Two officers requested the benefit of retirement by USIPREV in 02/2013. Their contributions made in 2013 are
included in the above table. The accumulated balance of their retirement accounts does not comprise the balance
reported on 12/31/2013.
(***) Early redemption may be required only by participants who have ceased their employment relationship and are not
yet in their benefit payout phase. Withdrawal corresponds to 100% of the participants reserve balance plus a percentage
applicable on the sponsoring employers account balance, ranging from 10 to 80% of the employers portion reserve
depending on the time of enrollment with the plan (10% vested after 3 full years, increased by 10% every year up to
80% as from 10 years of enrollment).
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13.11 In the form of a table, indicate for the past 3 fiscal years, for the Board of
Directors, Statutory Officers or the Supervisory Board: board, number of members,
value of highest individual income, lowest individual income and average individual
income.
The information presented in this item is in agreement with the data reported in item 13.2.
Amounts in reais
Statutory Officers
Board of Directors
Supervisory Board
12/31/2013
12/31/2012
12/31/2011
12/31/2013
12/31/2012
12/31/2011
12/31/2013
12/31/2012
12/31/2011
7.00
6.42
6.33
10.33
9.50
7.00
5.00
4.75
4.83
Value of the
highest income
(real)
6,103,224.53
3,143,438.84
8,306,932.89
1,966,504.94
1,286,454.11
1,754,393.23
145,831.80
144,883.97
151,895.30
Value of the
lowest income
(real)
2,962,227.67
1,151,637.02
1,348,048.52
375,300.00
273,400.00
259,200.00
145,831.80
144,883.97
151,895.30
Average income
(real)
3,646,888.09
2,695,999.20
2,985,006.23
527,996.61
480,745.12
472,799.03
145,831.80
143,886.24
149,635.13
Number of
members
Comments:
(a) The number of members on each board corresponds to the annual average number of members on each board, monthly
determined, with two decimal places.
(b) The value of the smallest annual individual income was ascertained with the exclusion of members who held the position for less
than 12 months.
13.12 Describe contractual arrangements, insurance policies or other instruments

which are mechanisms of remuneration or compensation for management in the
event of dismissal or retirement, indicating the financial consequences for the issuer
Not applicable, as the aforesaid instruments are not in place.
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13.13 Compared to the last 3 fiscal years, indicate the percentage of total
compensation of each body recognized in the issuer relating to members of the
Board of Directors, Statutory Officers or the Supervisory Board who are directly or
indirectly related to the controlling shareholders, as defined in accounting rules on
this matter.
Board
Fiscal year
ended (2013)
Fiscal year
ended (2012)
Fiscal year
ended (2011)
Board of Directors
79%
79%
87%
Supervisory Board
60%
60%
76%
Statutory Officers
60%
64%
11%
13.14 Compared to the last 3 fiscal years, indicate the amounts recognized in the
issuers P&L as compensation to members of the board of directors, the statutory
officers or supervisory board, grouped by board, for any reason other than the
position they hold, such as commissions and consulting or advisory services.
Amounts in reais
Fiscal year ended

(2013)
Board
Board of Directors
Fiscal year ended

(2012)
Fiscal year ended

(2011)
171,547.76
102,943.48
23,937.42
Supervisory Board
Statutory Officers
13.15 Compared to the last 3 fiscal years, indicate the amounts recognized in the
majority shareholders P&L, whether direct or indirect, companies under common
control and subsidiaries of the issuer, as compensation for members of the Board of
Directors, Statutory Officers or the Supervisory Board of the Issuer, grouped by
body, specifying that such amounts were paid to these individuals.
Amounts in reais
2011
2012
2013
Board of Directors
3,811,863.34
32,079,698.30
28,453,450.33
Supervisory Board
185,368.03
256,887.04
414,975.65
Statutory Officers
1,049,934.80
1,551,669.70
Values converted to real at the exchange rate ruling on 05/28/2014.
No amounts were paid by subsidiaries or companies under common control.
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Other Information that the Company deems significant.

Management members abroad will be entitled to exercise total stock options granted according
to the Companys stock option plan, within no longer than 30 (thirty) days as from the end of
their employment relationship. (Clause 10.1 of the stock option plan will not be applied), as
14. Human Resources
14.1. Describe the Human Resources of the issuer, providing the following
information:
a) Number of employees (total, by groups based on activity and geographic location)

At the end of 2013 the Usiminas companies had 22,869 employees. Of these, 12,545
employees belong to the Company, and 10,324 belong to its subsidiaries and affiliates.
Of total own staff, 89.6% is located in the Southeast, where Ipatinga/MG and Cubato/SP
plants are located, besides Unigal and Usiminas Mecnica, both located in Ipatinga/MG.
Number of employees by type of employment

Parent company
Fiscal year
ended
12/31/2013
Fiscal year
ended
12/31/2012
(excludes
those on
leave*)
(excludes those
on leave*)
Fiscal year
ended
12/31/2011
17
16
14
212
202
223
Senior
2,135
2,249
2,415
Intermediate
2,068
2,687
2,472
282
338
588
7,831
8,322
9,263
12,545
13,814
14,975
Executive Board
Management
Administrative
Operational
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Number of employees by type of employment

Subsidiaries
Executive Board
Management
Fiscal year
ended
12/31/2013
Fiscal year
ended
12/31/2012
(excludes those on
leave*)
(excludes those on
leave*)
Fiscal year
ended
12/31/2011
6
113
129
137
1,046
1,126
1,358
Intermediate
807
1,219
577
Administrative
348
815
743
Senior
Operational
8,008
7,917
12,795
10,324
11,208
15,616
Number of employees by region

Parent
company
Southern Region
Fiscal year
ended
12/31/2013
Fiscal year ended

12/31/2012
(excludes those on
leave*)
(excludes those on
leave*)
Fiscal year
ended
12/31/2011
10
10
12,534
13,800
14,964
Midwest Region
Northeast Region
Northern Region
12,545
13,814
14,975
2013
2012
Southeast Region
Subsidiaries
Southern Region
Southeast Region
Midwest Region
Northeast Region
Northern Region
2011
488
594
714
7,957
9,842
14,520
79
57
32
72
48
1,847
621
277
10,324
11,208
15,616
* In the years 2013 and 2012 the information refers to employees actually in service.
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b) Number of outsourced employees (total, by groups based on activity and geographic

location)
The number of outsourced employees in Usiminas companies for the fiscal year ended
December 31, 2013 was 16,310. For the fiscal year ended December 31, 2012 the number was
18,816, and for the year ended December 31, 2011 was 20,297.
The Company does not currently have a structure of information to contractors, where it is
possible to find such information by groups based on activity performed and by geographic
location.
c) Turnover rate
The Company turnover rate for the fiscal year ended December 31, 2013 was 11.15%. In
subsidiaries, turnover for the same year was 39.08%, affected mainly by job sites/work at
Usiminas Mecnica.
d) Exposure to the issuer liabilities and labor contingencies

For information about liabilities and labor contingencies of the Company, refer to section 4.3
to 4.7 of this Reference Form.
14.2. Comment on any relevant changes occurred with respect to the figures
disclosed in item 14.1 above
At the end of 2013, Usiminas companies staff was reduced by 2,153 employees, if we consider
the Companys employees in service.
The distribution of the workforce, by geographic region, maintained the same trend over
recent years, concentrating in the Southeast of Brazil.
14.3. Describe the policy for the compensation of issuers employees, stating:
a) Policy on salaries and variable compensation

The Companys compensation policy aims to ensure the competitiveness of salaries, benefits
and short-term incentives, as well as the attraction and retention of Human Resources needed
to achieve strategic business results, always based on similar market values.
The salary reference is the midline of a given market comprised of companies: of the same
segment, of the high technology sector, and of the same size, considering sales and number of
employees. Periodical review is performed to ensure the level of competitiveness of salaries
paid.
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Profit Sharing Plans

Usiminas has developed and maintains a profit sharing plan in order to allow employees obtain
financial gains and, from the business viewpoint, leverage the Company's results.
The program meets all the requirements of Laws No. 10101/2000 and 12832/13, regulating
the issue, one of its strengths being the direct negotiation with an employee committee,
elected by and from among them, to set and engage in goals to be met in each year. The labor
union is entitled to appoint a representative as a member of the committee and also
participates in the whole negotiation process.
The program considers, in addition to the financial goals of each business, the operating
targets and thus are closer to the worker, allowing each of them to know what can actually be
done to leverage the Usiminas results and therefore improve their income.
b) Benefits Policy
A benefit policy ensures benefits and facilities to all employees of Usiminas companies in order
to provide them safety and well-being, both internally and externally. A benefit package is
offered to its employees, including medical, hospital and dental care, food vouchers,
transportation, daycare, education and participation in professional development, group life
insurance and pension plan program.
Pension Plans
The Company offers its employees pension plans administered by Usiminas Previdncia,
formerly Caixa dos Empregados da Usiminas CAIXA, and the associated Fundao Cosipa de
Seguridade Social - FEMCO.
Administrative Rulings No. 165, published in the Federal Official Gazette of 3/30/2012, and
Administrative Ruling No. 273, published in the Federal Official Gazette of 5/30/2012, the
National Supervisory Office for Pension Funds - PREVIC approved the merger of FEMCO into
Previdncia Usiminas, effective on June 30, 2012, maintaining the rights and obligations of the
Sponsors, Participants and Beneficiaries in relation to their benefit plans.
The primary purpose of these plans is to provide additional income to the benefits granted by
the INSS. Plan participants are also employees of other sponsoring companies, including
employees of Previdncia Usiminas. Contributions to the plans mentioned are made by their
sponsors and employees, based on the specific rules of each benefit plan.
Usiminas sponsors four complementary pension plans for its employees, namely: two defined
benefit plans called Benefit Plan 1 - PB1 and Defined Benefit Plan - PBD; a defined
contribution: Mixed Social Security Benefit Plan No. 1 - COSIPREV; and variable contribution
plan: Benefit Plan 2 - USIPREV, the latter being only open to new members.
At December 31, 2013 Previdncia Usiminas ran net assets of R$ 7,413 billion and had 42,758
participants, 23,144 active and 19,614 beneficiaries, ranking, in relation to the value of
investments, 16th among closed-end pension funds, and 7th place in the ranking of private
entities, presented by the Brazilian Association of Closed-end Supplementary Pension Entities ABRAPP.
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The usual contributions, and those intended for the Benefit Risk and Administrative Expenses
held by the Company Previdncia Usiminas during the year ended December 31, 2013 for the
four benefit plans totaled R$ 33,538 (R$ 33,381 thousand at December 31, 2012). The
consolidated accounts for the year 2013 to all the Sponsors for the four benefit plans
contributions totaled R$ 47,846 million (R$ 49,303 thousand for the year 2012).
The benefit plan defined as PV1 was instituted in 1972, and sponsored by: the Company,
Usiminas Mecnica S.A. - UMSA, Fundao So Francisco Xavier, Cooperativa de Crdito de
Livre Admisso do Vale do Ao LTDA SICOOB Vale do Ao, a Cooperativa de Consumo dos
Empregados da Usiminas LTDA - CONSUL, Associao dos Empregados do Sistema Usiminas
AEU and Previdncia Usiminas itself in relation to its employees. Since November 1996, the
plan is closed to new participants.
The Company contributed R$ 149 million during the year ended December 31, 2013 as an
extraordinary contribution related to insufficient technical reserves (past service) calculated at
the end of 1994 (repayment plan approved by the Secretariat for Pension Funds - SPC - under
the Ministry of Social Security, which provides monthly payments for 19 years as from January
2002).
At December 31, 2013, PB1 had 9,264 participants, 9,252 retirees and 12 active participants
(9,301 at December 31, 2012, with 9,278 retirees and 23 active participants).
At December 31, 2013, the COSIPREV
(R$ 3,996 billion at December 31, 2012).
plan
had
net
assets
of
R$
4,273
billion
In August 1998, Benefits 2 plan USIPREV was instituted, which is now offered to employees
of the sponsoring companies. This plan also allowed the migration of the participants from the
former PB1 plan, and in that year, approximately 80.4% of the participants migrated to
USIPREV plan. In addition to the Sponsors mentioned in PB1, USIPREV is also sponsored by:
Unigal Ltda., Automotiva Usiminas S.A. (in process of Sponsorship withdrawal), Minerao
Usiminas S.A., Solues em Ao Usiminas S.A., and Rios Unidos Logstica e Transporte de Ao
Ltda.
At December 31, 2013, USIPREV had 21,277 participants, 1,604 retirees and 19,673 active
participants (23,604 at December 31, 2012, with 1,458 retirees and 22,146 active
participants).
At December 31, 2013, the USIPREV
plan
had
net
assets
of
R$
1,329
billion
The defined benefit plan - PBD was established in 1975 and, since December 2000, has been
closed to new participants. Sponsors of PBD are Usiminas and Previdncia Usiminas.
Companhia Ferro e Ao Vitria - COFAVI, former sponsor of PBD, is in bankruptcy proceedings.
There are several lawsuits against the entity resulting from this situation. It is noteworthy that
there is no joint liability among the sponsors of this plan. Also during the year 2013, only with
regard to the defined benefit plan - PBD, the Company paid the debt, duly contracted,
amounting to R$ 21,529 million, for adjustment of the present value reserve to cover the
expenses with the fund relating to past services. The remaining balance of the debt at
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December 31, 2013 amounted to R$ 256,101 million (R$ 217,480 million at December 31,
2012).
At December 31, 2013, the PBD plan had 8,072 participants, 7,960 retirees and 112 active
participants (8,142 at December 31, 2012, with 8,006 retirees and 136 active participants).
At December 31, 2013, the PBD plan

had
net
assets
worth
R$
1,258
billion
In December 2000, the COSIprev Plan was created. This plan, similarly to USIPREV plan, also
allowed participants to migrate from of the former PBD plan in 2001. Approximately 81% of
the participants migrated to COSIprev.
COSIprev is sponsored by Usiminas, Usiminas Mecnica S.A., Solues em Ao Usiminas S.A.,

Minerao Usiminas and Previdncia Usiminas itself for its employees.
At December 31, 2013, the COSIPREV plan had 4,145 participants, 798 retirees and 3,347
active participants (4,319 at December 31, 2012, with 668 retirees and 3,651 active
participants).
At December 31, 2013, the COSIprev plan net assets amounted to R$ 0.552 billion (R$ 0.525
billion at December 31, 2012).
c) Characteristics of share-based compensation of non-employee directors

In fiscal year 2011 the Annual and Extraordinary General Meeting of April 14, 2011 approved
the Plan for Granting Company Stock Options. In 2011, 2012 and 2013, the members of the
Statutory Officers and other Directors and General Managers of the company were eligible.
The plan is an integral part of the total compensation of the Usiminas strategy and an
important element to maintaining the competitiveness of the company practices in the market,
as well as attraction and retention of professional who are key for the business.
The general plan rules were formally approved by the shareholders. The Board of Directors and
Committee are advised on technical and operational aspects of human resources, legal and
financial areas of Usiminas, or external consultants. Only the Board of Directors has decisionmaking powers on the plan, within the limits approved by the shareholders.
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All executives and employees are potentially eligible for the plan. However, those actually
elected to receive grants must be approved by the Board of Directors, as from executive
boards initial recommendation to the Human Resources Committee.
The plan has annual grants of options (programs), complying with the rules and especially the
authorized capital (number of shares) by the shareholders. All annual programs shall be
The stock option plan grants employees the right to elect to buy Usiminas shares at a price
(the exercise price of the options) and within deadlines set (grace period for purchase of
shares). The pre-determined price aligns the interests of share valuation and timing of release
for purchase ensure sound decisions in searching for short-, medium and long-term results.
Year
Eligible employees
Vesting conditions
Exercise price
Options Life
Granted options *
2011
Executive Board,
Directors and General
Managers
Grace period of 3 years,

with the possibility of
advancing 33% per year,
after the first year as of
the grant (0/33/33/33).
11.98
7 years from
date of grant
754, 667
2012
Executive Directors,
Managers
Period of 3 years, with

the possibility of
the grant (0/33/33/33).
10.58
7 years from
date of grant
1,610,778
2013
Executive Directors,
Managers
Period of 3 years, with

the possibility of
the grant (0/33/33/33).
11.47
7 years from
date of grant
1,494,925
* Number of shares in the stock option plan, available via basic grant, relating to non-management employees active
in April / 2014.
14.4. Describe the relationship between the issuer and unions

Usiminas relationship with the various unions that make up its base always guided by
transparency, respect for freedom of association, ethics and constant dialogs. The Company
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maintains regular dialog channels, so that any conflicts or deadlocks are resolved through
negotiations. Monthly meetings with the various unions representing each base are held at
each base, as a channel to address daily issues and resolve them.
Five base dates are adopted for the negotiation of collective bargaining agreement with the
unions, namely: May, August, September, October and November. The dialog occurs with 12
major unions, linked to 5 different union associations in 6 states of Brazil.
On these occasions of formal negotiation, Usiminas is signatory to collective bargaining
agreements negotiated directly between the company and its unions, and also of collective
labor conventions, negotiated between the trade unions and their respective unions.
Always guided by transparency, professionalism and ethics, Usiminas developed and applies a
Code of Business Conduct, developed with the involvement of employees, which deals with the
participation in unions, highlighting:
a - Usiminas values the role of unions as organizations representing the interests of its
employees.
b - The Company recognizes the right of employees to freedom of association and
respect of union membership, not practicing any kind of discrimination against unionized
employees.
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15. Control
15.1/2. Identify the shareholder or group of controlling shareholders, indicating for each: (a) name; (b) nationality; (c)
Individual / Corporate Taxpayers ID (CPF/CNPJ); (d) number of shares held, by class and type; (e) percentage held in
relation to the relevant class or kind; (f) percentage held in relation to total capital; (g) whether it is part of the
shareholders' agreement and
In a table, list containing the information of the shareholders or groups of shareholders acting together or representing
the same interest, with interest equal to or exceeding 5% of the same class or type of shares that are not listed in item
15.1:
Shareholder
Nippon Usiminas Co. Ltd.
Nippon Steel & Sumitomo Metal Corp
Mitsubishi Corporation do Brasil S/A
Metal One Corporation
Confab Industrial S.A.
Prosid Investments S.A.
Siderar S.A.I.C
Ternium Investments S.r.l
Usiminas Welfare
Companhia Siderrgica Nacional - CSN
Gerao Futuro Corretora de Valores
S.A.
Treasury stock
Others
Total
Corporate
Taxpayer ID
("CNPJ")
05.527.337/0001-75
05.473.413/0001-07
61.090.619/0001-29
05.733.199/0001-80
60.882.628/0001-90
14.759.342/0001-02
05.722.544/0001-80
12.659.927/0001-17
16.619.488/0001-70
33.042.730/0001-04
Nationality
Japanese
Japanese
Brazilian
Japanese
Brazilian
Uruguayan
Argentinean
Luxembourgian
Brazilian
Brazilian
27.652.684/0001-62
-
Brazilian
-
Participates
in a
Shareholder
s'
Agreement
Controlling
shareholder
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
Date of
last
amendme
nt
9/30/2010
1/16/2012
9/30/2010
9/30/2010
1/16/2012
1/16/2012
1/16/2012
1/16/2012
1/16/2012
11/21/2011
No
-
No
-
3/21/2012
12/21/2012
09/23/2013
Common
share
119,969,788
27,347,796
7,449,544
759,248
25,000,000
20,000,000
10,000,000
136,131,296
34,109,762
58,913,396
%
Participatio
n in same
type / class
23.74
5.41
1.47
0.15
4.95
3.96
1.98
26.94
6.75
11.66
Class A
preferred
shares
2,830,832
307,926
0
0
0
0
0
0
0
102,417,037
%
Participatio
n in same
type /
class
0.56
0.06
0.00
0.00
0.00
0.00
0.00
0.00
0.00
20.14
0
2,526,656
63,053,198
0.00
0.50
12.49
27,112,817
23,705,728
352,151,166
505,260,684
100
508,525,506
0
0
0
0
0
0
0
0
0
0
%
Participatio
n in same
type / class
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0,00
% in
relation
to total
capital
12.11
2.73
0.73
0.07
2.47
1.97
0.99
13.43
3.36
15.91
5.33
4.66
69.25
0
0
85,604
0,00
0.00
100.00
2.67
2.59
40.97
100
85,604
100.00
100
Class B
preferred
shares
For the controlling shareholders, the table above shows the total number of shares linked and non-linked to the Companys control block.
CSN has their political rights suspended in accordance with CADE decision issued in 2014.
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(h) if the shareholder is a legal entity, a list containing the information referred to in subitems
"a to "d "about their direct and indirect majority shareholders, including individual controlling
shareholders, yet such information is treated as confidential by operation of the legal business
or by the law of the country where the partner or majority shareholder are appointed or
domiciled.
Nippon Usiminas CO., LTD.

Shares in units
Base Date: 12/31/2013
Shareholder
Nationality
Nippon Steel & Sumitomo Metal

Corporation - NSSMC
Total
Corporate
Taxpayer ID
("CNPJ")
Japanese
Not enrolled
Common shares
Quantity
Total
Quantity
300,914 100.00
300,914 100.00
300,914 100.00
300,914 100.00
Nippon Steel & Sumitomo Metal Corporation (NSSMC) is a publicly-traded Company listed on
the Tokyo Stock Exchange Japan. It is the parent company of the Nippon Steel Group, whose
main business is the production of steel, in addition to meeting the Engineering, Construction,
Chemical, Systems Technology and other sectors, through various other subsidiaries. Nippon
Steel & Sumitomo Metal Corporation's major shareholders are as follows:
Main Shareholders
Japan Trustee Services Bank, Ltd.
%
10.1%
Sumitomo Metal Industries, Ltd.
4.2%
CBHK-Korea Securities Depository
3.5%
Nippon Life Insurance Company
3.3%
The Master Trust Bank of Japan, Ltd.
3.0%
Mizuho Corporate Bank, Ltd.
2.7%
Trust & Custody Services Bank, Ltd.
2.1%
Meiji Yasuda Life Insurance Company
2.1%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
2.0%
State Street Bank and Trust Company
1.5%
Mitsubishi Corporation do Brasil S.A. CNPJ 61.090.619/0001-29

Mitsubishi Corporation do Brazil S.A., whose major shareholders are Mitsubishi Corporation
with 83.18% stake in the capital, and Mitsubishi International Corporation (US), with a
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16.82% stake in the capital. Mitsubishi International (US) major and sole shareholder is
Mitsubishi Corporation with a 100% stake in the capital of the former.
Metal One Corporation
SHARES IN UNITS
Basic Date: 12/31/2013
Shareholder
Nationality
Corporate
Taxpayer ID
("CNPJ")
Mitsubishi Corporation
Japanese
Not Enrolled
1,200,000
60.00
1,200,000
60.00
Sojitz Corporation
Japanese
Not Enrolled
800,000
40.00
800,000
40.00
2,000,000 100.00
2,000,000
100.00
Total
Common shares
Quantity
Total
Quantity
The major shareholders of Mitsubishi Corporation are listed above. Sojitz Corporation's major
shareholders are as follows:
Major Shareholders
Japan Trustee Services Bank,Ltd.
%
11.3%
The Master Trust Bank of Japan, Ltd.
3.4%
Trust & Custody Services Bank, Ltd.
1.5%
State Street Bank and Trust Company 505225
1.4%
Melon Bank, N.A., in the capacity of representative of Melon Omnibus US Pension
1.2%
State Street Bank - West Pension Fund Clients - Exempt
1.0%
Nomura Singapore Limited Customer Segregated A/C FJ-1309
1.0%
SSBT OD05 OMNIBUS ACCOUNT - TREATY CLIENTS
1.0%
Juniper
0.9%
State Street bank West Client Treaty
0.9%
Confab Industrial S.A. CNPJ 60.882.628/0001-90

Confab Industrial S.A. is a Brazilian corporation and its shareholders are the Luxembourgbased company Tenaris Investments S. rl., which owns approximately 58.09% of the issued
shares of Confab Industrial S.A., and the Argentina-based company Siderca S.A.I.C., , which
holds approximately 41.91% of the issued shares of Confab Industrial S.A..
Argentinean Siderca S.A.I.C.s major shareholders are Luxembourgian Tenaris Investments
S..rl, and Uruguayan Tenaris Global Services S.A., both wholly owned subsidiaries of Tenaris
S.A., who own approximately 97.49% and 2.50%, respectively, of the issued shares of Siderca
S.A.I.C.
Tenaris S.A. is a publicly-traded company listed on the New York Stock Exchange (NYSE) United States of America, on the Buenos Aires Stock Exchange - Argentina, on the Milan Stock
Exchange (MTA) - Italy, and on the Mexico Stock Exchange - Mexico. Tenaris S.A. is the parent
company of the Tenaris Group, which, through various subsidiaries mainly engaged in the
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production and supply of steel pipes and the service provision to the global energy industry, as
well as to certain industrial applications.
Tenaris S.A. is controlled by Luxembourg-based corporation San Faustin S.A., ("San Faustin"),
which indirectly owns through its wholly-owned subsidiary Techint Holdings S. rl
approximately 60.5% of the shares of Tenaris S.A.
Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, a Dutch private
foundation ("RP STAK"), owns shares of San Faustin sufficient to control San Faustin.
No individual or group of individuals controls RP STAK.
Prosid Investments S.A. CNPJ 14.759.342/0001-02

Prosid Investments S.A. (former name: Prosid Investments SCA) is a Uruguayan company,
whose major shareholder is Siderar S.A.I.C. with 99.99% equity.
Siderar S.A.I.C. CNPJ 05.722.544/0001-80

Siderar S.A.I.C. is a publicly-traded company based in Argentina and listed on the Buenos
Aires Stock Exchange - Argentina. Siderar S.A.I.C. major shareholders are Ternium
International Espaa, SLU, a wholly-owned Spanish subsidiary of Ternium Investments S. r.l.,
which owns approximately 60.94% of the shares of Siderar S.A.I.C., and the Administracin
Nacional de la Seguridad Social (ANSeS), an Argentinean government entity which owns
approximately 26.03% of the shares of Siderar S.A.I.C. The controlling equity of Ternium
Investments S. r.l. is broken down below:
Ternium Investments S. r.l. CNPJ 12.659.927/ 0001-17

Ternium Investments S. R. L. is a Luxembourg-based limited liability company whose sole
shareholder is Ternium S.A., which owns 100% of equity interest.
Ternium S.A. is a publicly-traded company listed on the New York Stock Exchange (NYSE) United States of America. Ternium S.A. is the parent company of the Ternium Group, which,
through various subsidiaries, engages mainly in the production of flat and long steel, with
production centers located in Argentina, Colombia, the United States of America, Guatemala
and Mexico.
Ternium S.A. is a subsidiary of San Faustin, which indirectly holds, through its wholly-owned
subsidiary Techint Holdings S. rl based in Luxembourg, approximately 62% of the shares of
Ternium S.A. (includes 11.46% equity interest through Tenaris Investments S. r.l).
RP STAK holds San Faustin shares in a sufficient number to control San Faustin.
No individual or group of individuals controls RP STAK.
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Previdncia Usiminas
Usiminas employees pension fund existing and organized in accordance with the laws of the
Federative Republic of Brazil.
15.3. In a table, describe how capital is held, as decided at the last general meeting
of shareholders:
In units
Date of last meeting
Amount held by
individual
shareholders
Amount held by
legal entity
shareholders
Amount held by
institutional
investors
4/25/2014
40,670
552
751
Outstanding shares
Outstanding shares corresponding to all issuer's shares, except those owned by the majority
shareholder, related parties, the issuers management and treasury stock.
Quantity
Common
173,356,454
34.31%
Preferred
481,509,740
94.69%
Class A Preferred shares
481,427,177
94.69%
82,563
100.00%
654,866,194
64.60%
Shares
Classe B Preferred shares

Total
15.4. If the issuer so wishes, insert an organization chart of the issuers

shareholders, identifying all direct and indirect controlling shareholders and the
shareholders owning equity equal to or higher than 5% of a class or type of shares,
provided that compatible with the information presented in items 15.1 and 15.2
The Company has the option to not disclose the organization chart of its shareholders.
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15.5. In connection with any shareholders agreement filed at the headquarters of

the issuer or to which the majority shareholder is a party to, regulating the exercise
of voting rights or the transfer of Company shares, include:
I Usiminas Shareholders Agreement:

a) Parties
Confab Industrial S.A. ("Confab"), Prosid Investments S.C.A. ("Prosid"), Siderar S.A.I.C.
("Siderar") and Ternium Investments S. R. L. ("Ternium Investments" and, together with
Confab, Prosid and Siderar, the "Ternium/Tenaris Group"), Previdncia Usiminas, Metal One
Corporation ("Metal One "), Mitsubishi Corporation do Brasil, S.A. ("Mitsubishi"), Nippon Steel
& Sumitomo Metal Corporation ("NSSMC") and Nippon Usiminas Co., Ltd. ("UN", and together
with Metal One, Mitsubishi and NSSMC, the "NSSMC Group"), and as a consenting party,
Usinas Siderrgicas de Minas Gerais S.A. - Usiminas ("Usiminas "and "Shareholders
Agreement").
b) Date of execution
January 16, 2012
c) Duration
The Shareholders Agreement will be valid until November 6, 2031 ("Termination Date"),
subject to renewal for successive periods of five (5) years, unless shareholders representing
more than ten percent (10%) of all shares addressed by the Shareholders Agreement ("Voting
Shares") shares notify in writing about their decision not to renew this Agreement, no shorter
than 180 (one hundred eighty) days after the termination Date or the date of expiry of any
such additional period thereafter.
Notwithstanding the foregoing, from November 6, 2016 Previdncia Usiminas, through delivery
to all other signatories to the Shareholders Agreement and to Usiminas of prior notice in
writing to that effect will have the option (but not the obligation), under and subject to the
conditions set out in the Shareholders Agreement, to relieve all (but not less than all) of its
Voting Shares addressed by such document.
d) Description of the terms relating to the exercise of voting rights and the power to control
The Shareholders' Agreement provides for the prior meeting between the representatives of
their parties to determine the position to be expressed in the Usiminas General Meeting or the
Board of Directors Meeting ("Prior Meeting "). Matters submitted to the Prior Meeting are
subject to approval by shareholders who in the aggregate own no less than sixty-five percent
(65%) of total Voting Shares ("Ordinary Resolution "), and certain matters submitted to the
Prior Meeting, as provided for in the Shareholders Agreement, may only be approved upon the
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affirmative vote of shareholders representing in the aggregate at least ninety percent (90%) of
the total number of Voting Shares.
e) Description of the terms relating to the appointment of management
The Shareholders Agreement provides as follows regarding the appointment of Usiminas
management:
(i) Board of Directors: While the NSSMC Group and the Ternium/Tenaris Group own at least
twenty-five percent (25%) of the total number of Voting Shares each, (i) NSSMC and the
Ternium Group/Tenaris will jointly indicate most members of the Board of Directors (i.e., no
less than one half plus one of the total number of members of the Board of Directors to be
elected by the shareholders at the General Meeting) and their respective deputies, and (ii)
NSSMC and the Ternium/Tenaris Group individually appoint, any case, equal number of
members of the Board of Directors (and their deputies); provided that NSSMC and the
Ternium/Tenaris Group appoint, in any case, no less than three (3) members of the Board of
Directors (and their deputies) each; also observing that the members of the Board of Directors
appointed by NSSMC will include (and will not be added to) the member that NU has the right
to elect in accordance with article 27 of Usiminas articles of incorporation.
Additionally, while Previdncia Usiminas holds ten percent (10%) or more of the total number
of Voting Shares and (b) any person or group of persons entitled to elect one member of the
Board in accordance with paragraph 1, article 12 of the Usiminas articles of incorporation
have exercised (or has submitted a written statement of what it intends to exercise), that right
in a General Meeting that will elect members of the Board of Directors, then Previdncia
Usiminas shall appoint two (2) members of the Board of Directors (and their respective
deputies). If, however, any person or group of persons have chosen (or have submitted
written indication of what it intends to elect) a member of the Board of Directors, based on
paragraph 1, article 12, then Previdncia Usiminas shall appoint one (1) member of the Board
of Directors (and the respective deputy). Nothing will prevent Previdncia Usiminas from
representing Usiminas employees or from electing a member of the Board of Directors on its
behalf; provided, however, that the member(s) appointed by Previdncia Usiminas will
understand (and will not be added to any member Previdncia Usiminas appoints on behalf of
Usiminas employees.
The appointment of the Chairman of the Board of Directors shall be approved at the Prior
Meeting by Ordinary Resolution, among the individuals appointed to be elected as members of
the Board of Directors.
(ii) Officers: NSSMC and the Ternium/Tenaris Group will have the right to appoint by
consensus the CEO of Usiminas, who, in his turn, shall appoint the other members of the Board
for the same period (and the election of these members shall be approved at the Prior Meeting
by Ordinary Resolution), observing that NSSMC and Ternium will have the right of each of
them appointing one (1) member of the Board (whose election will not be subject to approval
at the Prior Meeting).
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f) Description of the terms relating to the transfer of shares and the preference for purchasing
them
If any shareholder belonging to the NSSMC Group, the Ternium/Tenaris Group or Previdncia
Usiminas Group intends in good faith and receives a written offer to transfer the whole or any
part of its Voting Shares to a third party (i.e., a person that is not an affiliate of such
shareholder and/or does not belong to the same group as that of the shareholder), the
mechanism for offering preemptive right, pursuant to the Shareholders Agreement, shall be
observed. Additionally, if a change of control or bankruptcy event (as such terms are defined
in the Shareholders Agreement) occurs in relation to one of the signatories to this agreement,
unless the signatories agree otherwise in writing within thirty (30) days following the date on
which they have been notified of the occurrence of the events in question, the provisions
relating to the preemptive right shall apply mutatis mutandis.
g) Description of clauses that restrict or bind voting rights of members of the board
The Prior Meeting mechanism described under "Description of the clauses relating to the
exercise of voting rights and the power of control"(15.5.1 (d)) above applies in relation to
meetings of the Usiminas Board of Directors.
II - The Ternium/Tenaris Group Shareholders Agreement
a) Parties
Confab, Prosid, Siderar and Ternium Investments
b) Date of execution
January 16, 2012
c) Duration
The Ternium/Tenaris Group Shareholders Agreement of the shall be effective for the period the
parties to such agreement remain as shareholders of Usiminas.
d) Description of the terms relating to the exercise of voting rights and the controlling power
The Ternium/Tenaris Group Shareholders Agreement provides that a prior meeting shall be
held between the representatives of their parties to determine Ternium/Tenaris Group vote in
Prior Meetings held under the provisions of the Shareholders Agreement described in item
15.5.1 above (hereinafter "Usiminas shareholders Agreement "). Furthermore, quorums and
voting restrictions in Prior Meetings addressed by the Usiminas Shareholders Agreement apply,
whenever appropriate, to the Ternium/Tenaris Group Shareholders Agreement. Finally, the
Ternium/Tenaris Group Shareholders Agreement contemplates that the parties shall negotiate
235
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in good faith and shall make their best efforts to achieve consensus if any project or operation
to be voted under the Ternium/Tenaris Group Shareholders Agreement and the Usiminas
Shareholders Agreement may result (if passed) to the prejudice to any party.
e) Description of the clauses relating to the appointment of management
The Ternium/Tenaris Group Shareholders Agreement contains the following provisions for the
appointment of Usiminas management:
(i) Board of Directors: The Ternium/Tenaris Group Shareholders Agreement provides that (A)
Confab shall be entitled to appoint one (1) member to the Board of Directors of Usiminas, (B)
Siderar and Ternium Investments shall be entitled to appoint, by consensus, one (1) member
of the Board of Directors of Usiminas and (C) Ternium Investments shall have the right to
appoint the remaining members of the Board of Directors to be appointed by the
Ternium/Tenaris Group under the Usiminas Shareholders Agreement.
(ii) Supervisory Board: Ternium Investments shall have the right to appoint members of the
Supervisory Board, following the appointment by the Ternium/Tenaris Group pursuant to the
Usiminas Shareholders Agreement, and Confab and Siderar shall have veto right with respect
to that appointment.
(iii) Officers: Should the Ternium/Tenaris Group have the right to appoint the CEO of Usiminas
by consensus with Nippon Steel & Sumitomo Metal Corporation, such appointment shall be
made by Ternium Investments.
f) Description of the clauses relating to the transfer of shares and the preemptive right
The Ternium/Tenaris Group Shareholders Agreement contains the following provisions for the
transfer of Usiminas shares by members of Ternium/Tenaris Group:
(i) Put Option: according to the Ternium/Tenaris Group Shareholders Agreement , should a
change of control occurs with respect to Ternium Investments, Confab and Siderar shall have
the option to sell all of their Usiminas shares to Ternium Investments during twenty four (24)
months after such change of control at a price per share equivalent to weighted average
volume of trading price at closing for the last 12 months on the BM&FBovespa immediately
prior to the date on which the change of control has occurred, plus a premium on said average
established in the agreement.
(ii) Tag Along right: the Ternium/Tenaris Group Shareholders Agreement also provides that, if
Ternium Investments intends to sell its Usiminas shares to any person other than an affiliate of
Ternium Investments, Confab and Siderar shall have the option to include their Usiminas
shares in this transaction and sell them for the same price and on other terms and conditions
applicable to Ternium Investments.
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g) Description of clauses that restrict or bind the voting rights of members of the board
The mechanism of prior meeting between representatives of the Ternium/Tenaris Group
described under "Description of the clauses relating to the exercise of voting rights and the
power of control above shall apply in relation to meetings of the Usiminas Board of Directors.
15.6. Indicate significant changes in shareholdings of members of the group of

control and issuers management
Early in the year 2011 the shareholder Votorantim Industrial S.A. acquired all the shares held
by Votorantim Participaces S.A. and Votorantim Siderurgia Participaes S.A., which, in
connection with such operation, ceased to be shareholders of the group controlling the
company.
On January 16, 2012, as disclosed by the Company in a material news release, the
Ternium/Tenaris Group acquired the common shares of the Company previously held by the
V/C Group and part of the common shares held by Previdncia Usiminas, totaling
approximately 27.66% of common
shares of Usiminas, which represent approximately
13.78% stake in Usiminas, for R$ 36.00 per share, totaling R$ 5,030,686,656.00. Also, the
shareholder Nippon Steel & Sumitomo Metal Corporation acquired from Previdncia Usiminas
approximately 1.69% of the common shares of Usiminas, corresponding to approximately
0.84% of total share capital, at a price of R$ 36.00 per share, totaling R$ 306,987,840.00.
The breakdown of the controlling group at the closing date of the last 3 fiscal years was as
follows:
Controlling group
2011
SHAREHOLDER
Nippon Usiminas
Nippon Steel Corporation
Mitsubishi Corporation do Brasil S/A
Metal One
Nippon Group
Confab Industrial S A
Prosid Investments S C A
Siderar S A I C
Temium Investments S r l
Temium/Techint
Previdncia Usiminas
Previdncia Usiminas
Total
2012
2013
119,969,788
Percentage in
Total Common
Shares
23.74%
11.83%
119,969,788
Percentage in
Total Common
Shares
23.74%
11.83%
119,969,788
Percentage in
Total Common
Shares
23.74%
20,621,196
4.08%
1.19%
20,621,196
4.08%
1.19%
20,621,196
4.08%
2.03%
7,449,544
1.47%
0.73%
7,449,544
1.47%
0.73%
7,449,544
1.47%
0.73%
759,248
0.15%
0.07%
759,248
0.15%
0.07%
759,248
0.15%
0.07%
148,799,776
29.45%
13.84%
148,799,776
29.45%
13.84%
148,799,776
29.45%
14.68%
25,000,000
4.95%
2.47%
25,000,000
4.95%
2.47%
25,000,000
4.95%
2.47%
20,000,000
3.96%
1.97%
20,000,000
3.96%
1.97%
20,000,000
3.96%
1.97%
10,000,000
1.98%
0.99%
10,000,000
1.98%
0.99%
10,000,000
1.98%
0.99%
84,741,296
16.77%
8.36%
84,741,296
16.77%
8.36%
84,741,296
16.77%
8.36%
139,741,296
27.66%
13.78%
139,741,296
27.66%
13.78%
139,741,296
27.66%
13.78%
Number of
Voting Shares
Percentage in
Total Shares
Number of Voting
Shares
Percentage in
Total Shares
Number of
Voting Shares
Percentage
in Total
Shares
11.83%
34,109,762
6.75%
3.36%
34,109,762
6.75%
3.36%
34,109,762
6.75%
3.36%
34,109,762
6.75%
3.36%
34,109,762
6.75%
3.36%
34,109,762
6.75%
3.36%
322,650,834
63.86%
31.83%
322,650,834
63.86%
31.83%
322,650,834
63.86%
31.83%
15.7. Provide other information as issuer may deem significant

No further significant information.
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16. Transactions with Related Parties
www.usiminas.com
16.1. Describe the rules, policies and practices of the issuer as to Transactions with
related parties, as defined by the accounting rules addressing the subject
The Company's corporate governance practices and those recommended and/or required by
law, including those set out in the Rules of the Corporate Governance Level 1 of
BM&FBOVESPA.
In addition to the obligations provided for by law, the Company adopts specific procedures for
carrying out transactions with related parties. According to the Company's articles of
incorporation, the Board of Directors approve any business or transaction involving, on one
side, the Company or its controlled companies, and on the other hand, Related Parties. Still, if
the Related Party is a member of the Board of Directors or shareholder who has no relationship
with the Board of Directors, it shall not participate in the decision regarding the business or
operation in question, and such circumstances shall be noted in the minutes of the Directors'
Board meeting. For the purposes of the articles of incororporation, Related Parties are: a) Any
shareholder of the Company who is a member of the controlling group or who holds shares
representing more than five percent (5%) of the voting capital and total capital; b) any
directors of the Company, whether a principal or deputy, or the shareholders mentioned in
item "a above, as well as their spouses and relatives up to second degree; c) any subsidiaries,
parents, affiliates or companies under common control of any of the persons mentioned in
items "a" and "b" above.
The articles of incorporation also provide that the Company shall not grant loans to its
directors, members of the controlling group or to any person related to them, whether directly
or indirectly.
Also the Companys bylaws of the Board of Directors state that, in case of conflict of interest,
the board members shall: (i) declare such conflict; (ii) refrain from participating, discussing
and voting on the matter; (iii) formally state the conflict in the minutes of the meeting.
Furthermore, the board members shall not: (i) perform any act using the company's assets, to
the detriment of the company; (ii) receive, by virtue of their office, any direct or indirect
personal advantage from third parties without an express authorization in the articles of
incorporation or given by a general meeting; and (iii) take part in any corporate transaction
involving a conflict of interest with the Company, or in related decisions made with other
members of the board.
Finally, the Shareholders' Agreement establishes that the Company's transactions with related
parties will not be taken at previous meetings of shareholders and should be freely voted by
the Board of Directors as they consider appropriate without any binding or binding unified
positioning of the previous shareholders controllers.
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16.2. Report, in relation to transactions with related parties, that according to accounting standards should be disclosed in the issuers individual or
consolidated financial statements and which have been carried out in the last 3 fiscal years or are in effect in the current fiscal year:
Name Related Party
Relationship
with the
Issuer
AUTOMOTIVA USIMINAS S/A
Subsidiary
1/1/2011
SALE OF STEEL PRODUCTS
114,087,000.00
0.00
Subsidiary
1/1/2012
84,732,000.00
Subsidiary
1/1/2013
CODEME ENGENHARIA S/A
Affiliate
1/1/2011
Affiliate
Transactio
n Date
Amount Involved
in the Business (in
Reais)
Existing balance
Amount of Related
Party
Related Warranties
and Insurance
Duration
Termination or
revocation conditions
Nature and Reasons

for the operation
Interest rate
charged
114,087,000.00
None
12/31/2011
None
Not a loan or
guarantee
Not a loan or
guarantee
0.00
84,732,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
86,289,000.00
0.00
86,289,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
47,250,000.00
0.00
47,250,000.00
None
12/31/2011
None
Not a loan or
guarantee
Not a loan or
guarantee
1/1/2012
43,475,000.00
0.00
43,475,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
Affiliate
1/1/2013
39,356,000.00
0.00
39,356,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
Affiliate
1/1/2014
8,987,000.00
0.00
8,987,000.00
None
3/31/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
COMPANHIA SIDERRGICA NAC
Noncontrolling
shareholder
12/26/2007
FINE IRON ORE CASA DE

PEDRA MINE
946,825,200.00
783,032,175.27
946,825,200.00
None
12/31/2011
Not a loan or guarantee
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
12/10/2010
LUMP IRON ORE CASA DE

PEDRA MINE
10,000,000.00
410,300.13
10,000,000.00
None
1/30/2011
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
2/1/2011

PEDRA MINE
16,000,000.00
3,467,256.00
16,000,000.00
None
4/30/2011
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
3/15/2011
ORE SHIPMENT
21,500,000.00
2,693,592.24
21,500,000.00
None
3/15/2012
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
3/28/2011
FINE IRON ORE CASA DE

PEDRA MINE
120,000,000.00
48,487,043.32
120,000,000.00
None
7/8/2011
Not a loan or
guarantee
Not a loan or
guarantee
Object of the Contract
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Noncontrolling
shareholder
3/28/2011
LUMP IRON ORE - CASA DE

PEDRA MINE
45,000,000.00
41,211,306.12
45,000,000.00
None
7/8/2011
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
7/6/2011

PEDRA MINE
85,000,000.00
35,694,699.26
85,000,000.00
None
10/30/2011
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
10/3/2011

PEDRA MINE
100,000,000.00
33,308,423.58
100,000,000.00
None
1/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
1/5/2012
ORE SHIPMENT
15,035,967.27
0.00
15,035,967.27
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
3/12/2012

PEDRA MINE
25,000,000.00
9,781,523.03
25,000,000.00
None
3/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
4/5/2012

PEDRA MINE
24,000,000.00
12,284,532.49
24,000,000.00
None
4/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
5/2/2012
PYMNT. TX. SERV. PORT
65,000,000.00
7,548,316.78
65,000,000.00
None
12/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
5/28/2012

PEDRA MINE
16,326,779.91
0.00
16,326,779.91
None
6/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
7/30/2012

PEDRA MINE
25,000,000.00
0.00
25,000,000.00
None
8/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
8/6/2012

PEDRA MINE
21,000,000.00
0.00
21,000,000.00
None
8/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
8/31/2012

PEDRA MINE
17,331,471.02
0.00
17,331,471.02
None
9/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
10/2/2012

PEDRA MINE
14,229,492.61
10,268,836.20
14,229,492.61
None
10/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
10/29/2012

PEDRA MINE
11,386,915.91
0.00
11,386,915.91
None
11/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
240
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Noncontrolling
shareholder
5/27/2013

PEDRA MINE
10,362,727.27
0.00
10,362,727.27
None
6/30/2013
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
6/25/2013

PEDRA MINE
12,206,818.18
0.00
12,206,818.18
None
7/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
8/5/2013

PEDRA MINE
13,438,571.43
0.00
13,438,571.43
None
8/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
10/15/2013

PEDRA MINE
45,714,285.71
10,590,557.61
45,714,285.71
None
3/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
Noncontrolling
shareholder
12/5/2013
PYMNT. TX. SERV. PORT
30,000,000.00
10,195,957.00
30,000,000.00
None
12/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
CONFAB INDUSTRIAL S A
Controlling
shareholder
1/1/2012
447,295,000.00
0.00
447,295,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
1/1/2013
294,881,000.00
0.00
294,881,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
1/1/2014
43,413,000.00
0.00
43,413,000.00
None
3/31/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
3/2/2012
8" MNERAL CONVEYANCE

PIPELINE
12,381,455.00
1,353,302.40
12,381,455.00
None
9/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
COSIPA COMMERCIAL
Subsidiary
6/14/2006
LOAN AGREEMENT
467,400,000.00
509,124,000.00
467,400,000.00
None
6/14/2016
Breach of Contract
Working capital
4.275% p.a.
COSIPA OVERSEAS LTD.
Subsidiary
5/11/2000
LOAN AGREEMENT
75,376,000.00
36,065,000.00
75,376,000.00
None
1/15/2012
Breach of Contract
Working capital
1.75% and
2.50% + Libor
p.a.
Subsidiary
1/1/2011
316,901,000.00
0.00
316,901,000.00
None
12/31/2011
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2012
412,785,000.00
0.00
412,785,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2013
74,484,000.00
0.00
74,484,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
EXIROS B.V
Other related
parties
EXIROS CONTRACT
11,138,435.00
4,443,111.83
11,138,435.00
None
6/30/2016
None
Not a loan or
guarantee
Not a loan or
guarantee
4/12/2013
241
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FASAL TRADING CORPORATION
Subsidiary
1/1/2011
84,818,000.00
0.00
84,818,000.00
None
12/31/2011
None
Not a loan or
guarantee
Not a loan or
guarantee
METFORM S/A
Affiliate
1/1/2011
19,872,000.00
0.00
19,872,000.00
None
12/31/2011
None
Not a loan or
guarantee
Not a loan or
guarantee
METFORM S/A
Affiliate
1/1/2012
21,465,000.00
0.00
21,465,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
METFORM S/A
Affiliate
1/1/2013
25,793,000.00
0.00
25,793,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
METFORM S/A
Affiliate
1/1/2014
10,797,000.00
0.00
10,797,000.00
None
3/31/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
MINERACAO USIMINAS S A
Subsidiary
7/13/2010
NATURAL PELLET IRON ORE

- MUSA
61,998,000.00
47,138,384.76
61,998,000.00
None
2/1/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/13/2010

- MUSA
58,886,000.00
56,289,339.89
58,886,000.00
None
2/1/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/13/2010
FINE IRON ORE - MUSA
220,760,000.00
71,311,781.05
220,760,000.00
None
2/1/2011
Not a loan or
guarantee
Not a loan or
guarantee
MINERAO USIMINAS S.A.
Subsidiary
7/13/2010

MUSA
58,886,000.00
50,238,463.14
58,886,000.00
None
2/1/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/13/2010

- MUSA
58,886,000.00
58,538,148.10
58,886,000.00
None
2/1/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/14/2010
338,800,000.00
119,366,526.43
338,800,000.00
None
2/1/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/14/2010
315,110,000.00
238,253,848.54
315,110,000.00
None
2/1/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/14/2010

- MUSA
306,192,000.00
242,195,770.24
306,192,000.00
None
2/1/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/28/2011
105,000,000.00
12,589,153.32
105,000,000.00
None
7/8/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/28/2011
300,000,000.00
90,499,285.69
300,000,000.00
None
7/8/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
6/29/2011
140,000,000.00
42,015,609.00
140,000,000.00
None
10/30/2011
Not a loan or
guarantee
Not a loan or
guarantee
242
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Subsidiary
6/29/2011
3,000,000,003.00
2,840,498,491.49
3,000,000,003.00
None
10/30/2011
Not a loan or
guarantee
Subsidiary
9/30/2011
260,000,000.00
117,902,303.60
260,000,000.00
None
1/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
9/30/2011
115,000,000.00
8,078,649.62
115,000,000.00
None
1/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
3/30/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
12,000,000.00
0.00
12,000,000.00
NATIONAL ROAD
TRANSPORT
INSURANCE - TRN AND
RCTR-C THE
RESPONSIBILITY OF
THE SERVICE
RECIPIENT
Not a loan or
guarantee
Affiliate
1/2/2012
ROAD TRANSPORT OF
NATURAL PELLET ORE AND
FINE IRON ORE, SINTER
FEED, PELLET FEED AND
NATURAL SINTER
Subsidiary
1/5/2012
35,000,000.00
13,424,419.66
35,000,000.00
None
2/1/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/5/2012
65,000,000.00
16,402,079.79
65,000,000.00
None
2/1/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/26/2012
70,000,000.00
18,755,647.43
70,000,000.00
None
3/1/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/26/2012
25,000,000.00
5,684,860.32
25,000,000.00
None
3/1/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
2/28/2012
72,000,000.00
20,749,486.26
72,000,000.00
None
3/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
2/28/2012
23,000,000.00
8,326,938.58
23,000,000.00
None
3/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/30/2012
19,000,000.00
1,882,644.05
19,000,000.00
None
4/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/30/2012
70,000,000.00
19,403,203.22
70,000,000.00
None
4/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/26/2012
70,000,000.00
21,553,795.75
70,000,000.00
None
5/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/26/2012
21,000,000.00
5,801,327.86
21,000,000.00
None
5/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
5/28/2012
65,314,147.73
0.00
65,314,147.73
None
6/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
243
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Subsidiary
5/28/2012
21,584,400.00
0.00
21,584,400.00
None
6/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/1/2012
20,784,727.27
0.00
20,784,727.27
None
7/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/3/2012
63,545,340.91
0.00
63,545,340.91
None
7/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/1/2012
59,000,000.00
24,975,305.75
59,000,000.00
None
8/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/1/2012
16,000,000.00
10,561,490.17
16,000,000.00
None
8/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/30/2012
PELLET ORE - MUSA
10,848,598.48
0.00
10,848,598.48
None
9/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/31/2012
MUSA FINE IRON ORE - TCS
47,542,275.00
0.00
47,542,275.00
None
9/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
10/1/2012
MUSA FINE IRON ORE - TCS
163,340,292.10
0.00
163,340,292.10
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
10/1/2012
LUMP IRON ORE -MODAL
59,011,300.00
0.00
59,011,300.00
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
12/5/2013
LUMP IRON ORE - MUSA

DIRECT
355,426,262.51
271,286,313.72
355,426,262.51
None
12/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
12/5/2013
737,496,376.00
645,877,714.27
737,496,376.00
None
12/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
12/14/2012
LUMP IRON ORE - MUSA

DIRECT
361,973,804.17
(64,289,041.66)
361,973,804.17
None
12/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
12/19/2012
64,417,500.00
0.00
64,417,500.00
None
1/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/16/2013
MUSA FINE IRON ORE DIRECT
665,654,039.00
152,388,618.88
665,654,039.00
None
12/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/16/2013
MINERIO LUMP IRON ORE MUSA DIRECT
364,889,539.17
364,889,539.17
364,889,539.17
None
12/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
MITSUBISHI CORPORATION
Controlling
shareholder
2/12/2008
HOT STRIP ROLLING MIL

N2
822,482,603.50
0.00
822,482,603.50
None
6/30/2013
Not a loan or
guarantee
Not a loan or
guarantee
244
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Controlling
shareholder
2/12/2008
ASSEMBLY SUPERVISION LUMP SUM
Not a loan or
guarantee
33,530,042.36
2,034,435.60
33,530,042.36
None
6/30/2014
Not a loan or
guarantee
Controlling
shareholder
3/25/2008
HOT STRIP ROLLING MILL

N2
28,491,495.48
0.00
28,491,495.48
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
MITSUBISHI CORPORATION DO
Controlling
shareholder
3/25/2008
EQUIPMENT
132,617,000.00
0.00
132,617,000.00
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
4/4/2008
HOT STRIP ROLLING MILL

N2
5,175,987.48
0.00
5,175,987.48
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
5/21/2008
ASSEMBLY SUPERVISION LUMP SUM
8,496,071.89
0.00
8,496,071.89
None
6/30/2013
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
10/9/2008
ASSEMBLY SUPERVISION
AND COMMISSIONING
2,737,410.26
0.00
2,737,410.26
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
2/18/2010
ROUGHER MILL EQUIPMENT

FOR PLATE MILL
181,871,114.89
19,981,442.12
181,871,114.89
None
3/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
2/22/2010
FOREIGN COMMISSIONING
SUPERVISION
7,008,470.15
7,671,826.64
7,008,470.15
None
3/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
MODAL TERMINAL DE GRANEIS
Jointlycontrolled
12/31/2009
ORE MOVEMENT AT
TERMINAL YARD
27,281,600.00
0.00
27,281,600.00
None
6/30/2013
Not a loan or
guarantee
Not a loan or
guarantee
Jointlycontrolled
6/28/2012
ORE MOVEMENT AT
TERMINAL YARD
5,103,000.00
0.00
5,103,000.00
None
6/28/2013
Not a loan or
guarantee
Not a loan or
guarantee
Jointlycontrolled
1/1/2013
ORE MOVEMENT AT
TERMINAL YARD
27,465,000.00
21,523,662.37
27,465,000.00
None
12/31/2016
Not a loan or
guarantee
Not a loan or
guarantee
MRS LOGISTICA S/A
Affiliate
4/1/2010
RAILWAY SUPPLY FREIGHT

INDUSTRIAL PROCESSING
75,000,000.00
13,391,171.32
75,000,000.00
None
3/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
MRS LOGSTICA S/A
Affiliate
8/1/2010
RUNOFF FREIGHT
94,000,000.00
41,267,560.21
94,000,000.00
None
7/31/2015
Not a loan or
guarantee
Not a loan or
guarantee
MRS LOGSTICA S/A
Affiliate
8/1/2010
RAILWAY RUNOFF
240,000,000.00
83,543,688.43
240,000,000.00
None
7/31/2015
Not a loan or
guarantee
Not a loan or
guarantee
MRS LOGISTICA S/A
Affiliate
12/17/2010

3,693,000.00
0.00
3,693,000.00
None
10/31/2011
Not a loan or
guarantee
Not a loan or
guarantee
MRS LOGSTICA S/A
Affiliate
1/1/2011

1,071,819,600.00
563,672,668.29
1,071,819,600.00
None
11/30/2026
Not a loan or
guarantee
Not a loan or
guarantee
245
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
MRS LOGSTICA S/A
Affiliate
1/1/2011
RUNOFF FREIGHT
PURSUANT TO CONTRACT
78,624,000.00
0.00
78,624,000.00
None
11/30/2026
Not a loan or
guarantee
MRS LOGSTICA S/A
Affiliate
1/1/2011
MRS LOGSTICA S/A
Affiliate
NIPPON STEEL & SUMITOMO

METAL CORPORATION
Not a loan or
guarantee

104,385,600.00
0.00
104,385,600.00
None
10/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
10/25/2012

84,000,000.00
28,853,576.92
84,000,000.00
None
11/30/2026
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
2/17/2009
ADVISORY - IPA EXPANSION
17,273,776.52
5,855,382.95
17,273,776.52
None
10/6/2012
Not a loan or
guarantee
Not a loan or
guarantee

METAL CORPORATION
Controlling
shareholder
2/20/2009
ADVISORY - CUB
EXPANSION
12,083,728.43
517,093.00
12,083,728.43
None
10/6/2013
Not a loan or
guarantee
Not a loan or
guarantee

METAL CORPORATION
Controlling
shareholder
3/24/2009
DOCUMENTS - CLC IPA
16,352,032.15
3,959,735.54
16,352,032.15
None
3/24/2019
Not a loan or
guarantee
Not a loan or
guarantee

METAL CORPORATION
Controlling
shareholder
3/23/2009
ROYALTY - CLC IPA
419,274,000.00
421,668,000.00
419,274,000.00
None
3/23/2027
Not a loan or
guarantee
Not a loan or
guarantee

METAL CORPORATION
Controlling
shareholder
5/24/2010
FEE - PLANT 1 - TA VII
21,283,223.00
11,356,488.57
21,283,223.00
None
5/23/2014
Not a loan or
guarantee
Not a loan or
guarantee
NIPPON STEEL ENGINEERING
Controlling
shareholder
4/3/2008
ACCELERATED PLATE
COOLING SYSTEM
140,230,350.59
0.00
140,230,350.59
None
6/30/2011
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
4/3/2008
ACCELERATED COOL
SUPERVISION
8,810,602.89
0.00
8,810,602.89
None
6/30/2011
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
8/7/2008
HOT-DIP GALVANIZING
LINE
359,537,500.00
0.00
359,537,500.00
None
12/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
8/7/2008
ASSEMBLY SUPERVISION
AND COMMISSIONING
14,381,500.00
0.00
14,381,500.00
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
2/1/2010
COOLING PLATE
JBXX0650000056
20,847,848.00
0.00
20,847,848.00
None
4/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
3/26/2010
NO. 3 RH VACUUM
DEGASSING UNIT
30,723,900.90
0.00
30,723,900.90
None
12/31/2011
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
3/6/2013
STAVE COOLER COPPER

ROW S2 OF AF#2
7,173,864.21
4,116,673.78
7,173,864.21
None
9/30/2014
Not a loan or
guarantee
Not a loan or
guarantee
NIPPON STEEL TRADING
Controlling
shareholder
6/14/2010
IMPORTED SUPERVISION
7,498,553.65
0.00
7,498,553.65
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
246
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
NIPPON USIMINAS
Controlling
shareholder
1/31/2006
LOAN AGREEMENT
168,200,000.00
80,798,545.22
168,200,000.00
Ipatinga Thermoelectric
Plant Mortgage
1/16/2016
Breach of Contract
PP&E (financing of
investment in Ipatinga
thermoelectric plant)
NIPPON USIMINAS
Controlling
shareholder
5/28/2007
LOAN AGREEMENT
417,888,000.00
281,109,657.40
417,888,000.00
Ipatinga Coking Plant

Mortgage
9/29/2014
to
3/27/2017
Breach of Contract
PP&E (financing of
investment in Ipatinga
coking plant)
1.23% and
0.83% + Libor
p.a.
RIOS UNIDOS LOGISTICA E
Subsidiary
4/7/2009
SERVICE PROVISION TAUBATE
32,601,132.97
1,242,440.27
32,601,132.97
None
4/30/2014
Not a loan or
guarantee
Not a loan or
guarantee
RIOS UNIDOS LOGIST TRANSP
Subsidiary
6/26/2009
RUNOFF FREIGHT
47,477,534.31
0.00
47,477,534.31
None
7/28/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/28/2009
HIGHWAY SUPPLY FREIGHT

INDUSTRIALIZATION
95,427,307.20
0.00
95,427,307.20
None
9/27/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
2/17/2010
HIGHWAY SUPPLY FREIGHT

3,407,250.00
0.00
3,407,250.00
None
8/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/1/2010
RESOURCES FOR
TRANSSHIPMENT
10,227,280.00
0.00
10,227,280.00
None
12/31/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
12/17/2010
HIGHWAY RUNOFF FREIGHT
13,860,000.00
0.00
13,860,000.00
None
10/4/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
5/1/2011
BILLER LIMEIRA - SEP - 13
2,541,485.70
775,990.84
2,541,485.70
None
12/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2012
BULK HANDLING - PORTO 1st AMENDMENT
24,769,846.47
22,341,367.47
24,769,846.47
None
12/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/2/2012
LOAD LASHING - IMBIRUU
3,489,131.00
0.00
3,489,131.00
None
1/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/2/2012
LOAD LASHING - CUBATO

WINDER
4,237,394.06
0.00
4,237,394.06
None
4/30/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/1/2012
RUNOFF FREIGHT
12,000,000.00
0.00
12,000,000.00
None
3/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
6/1/2012
TESP MOVEMENT
6,763,730.42
0.00
6,763,730.42
None
5/30/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/12/2012
21,473,651.00
0.00
21,473,651.00
None
7/28/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
10/15/2012
6,437,055.00
0.00
6,437,055.00
None
10/15/2013
Not a loan or
guarantee
Not a loan or
guarantee
RUN0FF FREIGHT
INTERNATIONAL
TRANSPORTATION OF STEEL
1.475% + Libor
p.a.
247
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
PRODUCTS
RUNOFF FREIGHT
12,602,661.00
0.00
12,602,661.00
None
7/28/2013
Not a loan or
guarantee
Not a loan or
guarantee
7,451,312.40
6,251,723.90
7,451,312.40
None
3/31/2016
Not a loan or
guarantee
Not a loan or
guarantee
RUNOFF FREIGHT
15,600,000.00
2,722,877.38
15,600,000.00
None
7/27/2014
Not a loan or
guarantee
Not a loan or
guarantee
1/1/2012
76,994,000.00
0.00
76,994,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
Controlling
shareholder
1/1/2013
2,423,000.00
0.00
2,423,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
SOLUCOES EM ACO USIMINAS
Subsidiary
1/1/2011
1,840,452,000.00
0.00
1,840,452,000.00
None
12/31/2011
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2012
1,872,972,000.00
0.00
1,872,972,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2013
2,471,082,000.00
0.00
2,471,082,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2014
712,040,000.00
0.00
712,040,000.00
None
3/31/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/1/2009
BLANK IRREGULAR
42,778,303.26
0.00
42,778,303.26
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
8/5/2011
ROAD TRANSPORT
SERVICES OF PRODUCTS
MANUFACTURED BY THE
SERVICE RECIPIENT
58,324,112.22
0.00
58,324,112.22
The transported
cargoes are under
coverage of Sul
Amrica insurer
8/5/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
10/22/2012
Subsidiary
3/30/2013
IRON ORE HIGHWAY

FREIGHT
Subsidiary
7/24/2013
SIDERAR S A I C
Controlling
shareholder
SIDERAR S A I C
Affiliate
Subsidiary
4/26/2010
STEEL TUBE 42.4x3.2mm

BLACK C/C 2440
2,596,727.00
0.00
2,596,727.00
None
5/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
9/27/2011
TRANSPORT
2,091,600.00
768,221.20
2,091,600.00
None
11/30/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
5/15/2012
STEEL TUBE DIN ST00 CC

3.75MM DN 2 5.23 KG
3,430,038.00
351,495.00
3,430,038.00
None
5/30/2014
Not a loan or
guarantee
Not a loan or
guarantee
248
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Subsidiary
7/19/2012
METALBASA CFF
(0,85X914X1792)
2,047,426.50
0.00
2,047,426.50
None
7/18/2013
Not a loan or
guarantee
Subsidiary
9/26/2012
Subsidiary
10/3/2012
TERMINAL DE CARGAS DE SAR
Affiliate
11/25/2008
Affiliate
9/1/2011
Not a loan or
guarantee
BLANK IRREGULAR
36,978,292.46
0.00
36,978,292.46
None
12/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
BLANK FOR WHEEL
2,388,514.03
904,609.49
2,388,514.03
None
12/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
IRON ORE MOVEMENT

TERMINAL YARD
51,960,000.00
0.00
51,960,000.00
None
9/6/2011
Not a loan or
guarantee
Not a loan or
guarantee
IRON ORE MOVEMENT

TERMINAL YEARD - TCS
91,443,200.00
46,073,209.41
91,443,200.00
None
8/31/2015
Not a loan or
guarantee
Not a loan or
guarantee
2,208,600.00
1,815,921.26
2,208,600.00
None
4/30/2014
Not a loan or
guarantee
Not a loan or
guarantee
Affiliate
10/2/2013
ORE TRANSSHIPMENT
THROUGH
HIGHWAYXRAILWAY
TERNIUM ENGINEERING AND S
Affiliate
2/14/2014
SOFTWARE LICENSE
13,353,485.00
12,907,726.00
13,353,485.00
None
12/31/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
TERNIUM INTERNACIONAL
Affiliate
1/1/2012
65,211,000.00
0.00
65,211,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
ESPAA
Affiliate
1/1/2012
12,237,000.00
0.00
12,237,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
ESPAA
Affiliate
1/1/2013
88,451,000.00
0.00
88,451,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
TERNIUM INTERNACIONAL SA
MONTEVIDEO/URUGUAI
Affiliate
1/1/2013
37,676,000.00
0.00
37,676,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
MONTEVIDEO/URUGUAI
Affiliate
1/1/2014
50,801,000.00
0.00
50,801,000.00
None
3/31/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
SAN JOS/COSTA RICA
Affiliate
1/1/2013
4,410,000.00
0.00
4,410,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
TERNIUM PROCUREMENT
Affiliate
1/1/2012
82,775,000.00
0.00
82,775,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
TERNIUM PROCUREMENT
Affiliate
7/11/2013
VISUAL FLASH
14,845,847.45
4,555,696.39
14,845,847.45
None
12/31/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
UNIGAL LTDA
Subsidiary
2,000,000,000.00
582,117.68
2,000,000,000.00
None
5/19/2016
Not a loan or
guarantee
Not a loan or
guarantee
1/3/2005
USIMINAS PRODUCT
PLATING
249
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
UNIGAL LTDA
Subsidiary
11/27/2013
USIMINAS COMMERCIAL
Subsidiary
1/18/2008
USIMINAS ELETROGALVANIZED
Subsidiary
1/1/2011
Subsidiary
USIMINAS PRODUCT
GALVANIZATION
Not a loan or
guarantee
Not a loan or
guarantee
Working capital
4.1165% p.a.
1,240,000,000.00
1,130,285,321.38
1,240,000,000.00
None
5/19/2016
880,516,000.00
959,118,160.00
880,516,000.00
None
1/17/2018
Breach of Contract
39,496,000.00
0.00
39,496,000.00
None
12/31/2011
None
Not a loan or
guarantee
Not a loan or
guarantee
1/1/2012
280,290,000.00
0.00
280,290,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2013
87,906,000.00
0.00
87,906,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2014
6,740,000.00
0.00
6,740,000.00
None
3/31/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
USIMINAS GALVANIZED
Subsidiary
1/1/2011
108,386,000.00
0.00
108,386,000.00
None
12/31/2011
None
Not a loan or
guarantee
Not a loan or
guarantee
USIMINAS GALVANIZED
Subsidiary
1/1/2012
459,231,000.00
0.00
459,231,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
USIMINAS GALVANIZED
Subsidiary
1/1/2013
165,384,000.00
0.00
165,384,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
USIMINAS GALVANIZED
Subsidiary
1/1/2014
34,794,000.00
0.00
34,794,000.00
None
3/31/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
USIMINAS MECANICA S A
Subsidiary
1/1/2011
244,418,000.00
0.00
244,418,000.00
None
12/31/2011
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2012
276,151,000.00
0.00
276,151,000.00
None
12/31/2012
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2013
85,840,000.00
0.00
85,840,000.00
None
12/31/2013
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/2014
10,600,000.00
0.00
10,600,000.00
None
3/31/2014
None
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/1/1996
RECOVERY OF
CONTINUOUS INGOTCASTING
98,553,166.34
0.00
98,553,166.34
None
2/28/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/30/2001
STAMPED PART/BLANK FOR

WHEEL
67,859,133.60
0.00
67,859,133.60
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
LOAN AGREEMENT
250
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
PIPING MAINTENANCE (JAN/
2011)
Not a loan or
guarantee
40,422,986.23
3,856,249.79
40,422,986.23
None
4/30/2011
Not a loan or
guarantee
MOLDS WORKSHOP MLC 1,

2 AND 3 - JAN/11
38,317,106.13
0.00
38,317,106.13
None
7/1/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/1/2003
Subsidiary
11/1/2003
Subsidiary
8/1/2006
BLANK CIRCULAR CG
27,513,741.07
0.00
27,513,741.07
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/8/2007
OVERHAULING OF MLC
ROLLS 1, 2, 3 4
77,799,749.56
0.00
77,799,749.56
None
3/1/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
12/30/2008
BENEFITED COLD DISC
10,777,145.13
0.00
10,777,145.13
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
2/27/2009
ELECTRONIC ASSEMBLY
222,757,434.93
0.00
222,757,434.93
None
4/30/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/5/2009
FREE-LEASE OF FOUNDRY
AREAS/FORGING/LAB
3,162,179.03
3,162,179.03
3,162,179.03
None
12/31/2028
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/1/2009
SUPPLIERS OF PARTS
REPAIR SERVICES
5,414,096.24
0.00
5,414,096.24
None
3/31/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/1/2009
SUPPLIERS OF PARTS AND

SERVICES
57,901,775.01
13,314,882.41
57,901,775.01
None
3/31/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/1/2009

SERVICES
33,870,064.37
6,325,555.21
33,870,064.37
None
3/31/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/1/2009

SERVICES
2,000,000.00
0.00
2,000,000.00
None
3/31/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/1/2009

SERVICES
2,521,688.01
1,924,880.61
2,521,688.01
None
3/31/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/1/2009

SERVICES
10,209,119.41
4,997,959.68
10,209,119.41
None
3/31/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/1/2009

SERVICES
20,000,000.00
0.00
20,000,000.00
None
3/31/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/1/2009
SUPPLIERS OF
MANUFACTURED/OVERHAUL
ED PARTS AND SERVICES
17,969,399.77
1,992,239.24
17,969,399.77
None
3/31/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/1/2009
SUPPLY OF PARTS AND

SERVICES
20,728,114.20
0.00
20,728,114.20
None
3/31/2029
Not a loan or
guarantee
Not a loan or
guarantee
251
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Subsidiary
5/25/2009
REPAIR SHOP AND

BOILERWORK CUBATO
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
5/25/2009
BEARING HOUSING
A12M050-0028 A
4/15/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
5/29/2009
ELECTROMECHANICAL
ASSEMBLY AND TESTING
None
3/30/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/16/2009
CGL 2 WAREHOUSE FITTING

AND EQUIPMENT
138,472,218.20
None
7/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/17/2009
CLC ELECTROMECHANICAL
ASSEMBLY
0.00
69,463,200.51
None
2/29/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/1/2009
279,052,077.91
0.00
279,052,077.91
None
10/31/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/14/2009
ASSEMBLY BUILDING AND

EQUIPMENT LTQ 2
543,219,757.36
0.00
543,219,757.36
None
3/15/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
9/14/2009
REPAIR SHOP AND

BOILERWORK_FACTORY 1
9,731,677.05
0.00
9,731,677.05
None
4/15/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
9/14/2009
GENERAL MAINTENANCE
SERVICES
304,051,425.40
0.00
304,051,425.40
None
10/31/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
9/14/2009
REPAIR SHOP AND

BOILERWORK_PLANTRY 1
12,768,322.95
0.00
12,768,322.95
None
4/15/2029
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
9/28/2009
PAYMENT of
READJUSTMENTNOV/2011
37,828,800.68
0.00
37,828,800.68
None
9/6/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
2/23/2010
REPLACEMENT OF AF2
STAVES
3,000,000.00
0.00
3,000,000.00
None
12/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/5/2010
130,000,000.00
6,917,093.79
130,000,000.00
None
6/30/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/30/2010
NATIONAL EQUIPMENT
62,600,000.00
0.00
62,600,000.00
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
5/5/2010
GRID BB0107M80336 2
85,942,600.72
80,624,581.15
85,942,600.72
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
5/5/2010
SUPPORT RING OF WAGON

TIPPLER R40B010DEM013
58,883,190.01
54,838,987.47
58,883,190.01
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
47,856,881.59
5,401,293.25
47,856,881.59
None
4/15/2029
22,277,848.82
0.00
22,277,848.82
None
8,368,799.94
0.00
8,368,799.94
138,472,218.20
0.00
69,463,200.51
ELECTROMECHANICAL
MAINTENANCE
ADDENDUM N 3 ITEM 10
RC
252
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
Subsidiary
5/14/2010
PRESS FITTING AND

MODIFICATION AGC
Subsidiary
5/14/2010
GASOMETER OVERHAUL
150.000 NM3
6,897,139.56
0.00
6,897,139.56
None
6/7/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
5/31/2010
ELECTROMECHANIC
ASSEMBLY
2,455,072.81
0.00
2,455,072.81
None
7/31/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
6/1/2010
STEELWORK SUPPORT
SERVICES - SAFETY
3,223,848.00
0.00
3,223,848.00
None
5/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/1/2010
CYLINDER AND ROLLER

OVERHAUL CGL I
3,435,136.01
1,153,395.55
3,435,136.01
None
12/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
10/5/2010
SINTER MACHINE GRID

EE1224M102601
9,293,669.80
0.00
9,293,669.80
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
11/26/2010
REPLACEMENT OF 28 AF2
STAVES
91,447,481.49
0.00
91,447,481.49
None
8/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
AUTOMATED
ELECTROMECHANIC
ASSEMBLY
27,873,929.98
0.00
27,873,929.98
None
10/15/2011
Not a loan or
guarantee
Not a loan or
guarantee
8,447,488.00
0.00
8,447,488.00
None
1/31/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/5/2011
Subsidiary
2/28/2011
GR. BEARING BEAMS - LINE

"E"
3,340,981.00
0.00
3,340,981.00
None
12/15/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/10/2011
ARRESTER (RECOZ.5)
KK3006M0002061
5,104,023.00
4,721,558.15
5,104,023.00
None
3/10/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/7/2011
ELECTROMECHANIC
ASSEMBLY
3,488,862.27
0.00
3,488,862.27
None
8/31/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/8/2011
ADEQ HANDRAIL,
GUARDRAIL AND FOOTERS
2,293,930.00
0.00
2,293,930.00
None
12/31/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/11/2011
COKING PLANT ASSEMBLY 3
7,000,000.00
0.00
7,000,000.00
None
6/30/2011
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/11/2011
METALLIC STRUCTURE-SG8100-S-5SC0023
3,463,676.00
0.00
3,463,676.00
None
7/15/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/20/2011
ELECTROMECHANIC
ASSEMBLY
10,569,496.59
0.00
10,569,496.59
None
5/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
5/10/2011
SINTERING GRID B51M2300184F
13,080,229.94
0.00
13,080,229.94
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
253
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899
www.usiminas.com
MELTING TROUGH GAS
SYSTEM OG STEELWORKS 1
9,000,000.00
7,559,293.21
9,000,000.00
None
12/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/1/2011
Subsidiary
10/14/2011
WAGON PLATFORM 130T

DES.D72M650-0004/1
6,134,857.14
0.00
6,134,857.14
None
8/30/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
10/21/2011
MAINTENANCE OF MLC
SEGMENTS
5,400,000.00
0.00
5,400,000.00
None
7/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
11/7/2011
PAYMENT OF
READJUSTMENT - NOV/2011
68,450,824.76
0.00
68,450,824.76
None
7/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
11/8/2011
ELECTROMECHANIC
MAINTENANCE
68,641,820.80
0.00
68,641,820.80
None
7/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
12/12/2011
CLC
2,115,623.40
2,019,458.70
2,115,623.40
None
11/30/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
12/14/2011
METALLIC STRUCTURES FOR

NOVA OESTE
40,250,712.92
4,015,461.39
40,250,712.92
None
12/31/2012
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
12/29/2011
SHARED SERVICE
40,000,000.00
11,487,854.64
40,000,000.00
None
1/1/2015
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/23/2012
ELECTROMECHANIC
ASSEMBLY AND PERI
EQUIPMENT
118,000,000.00
0.00
118,000,000.00
None
7/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/15/2012
ELECTROMECHANIC
ASSEMBLY
98,804,680.44
17,144,232.41
98,804,680.44
None
4/30/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
4/1/2012
ELECTROMECHANIC
ASSEMBLY
64,409,990.77
2,135,486.24
64,409,990.77
None
4/30/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
8/2/2012
REPAIR OF SUNDRY
MECHANICAL PARTS
13,603,701.00
13,603,701.00
13,603,701.00
None
8/30/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
10/24/2012
PRE-MOUNTED SET ROLL

A70B262ETM001
15,574,031.75
6,878,369.83
15,574,031.75
None
12/31/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
1/14/2013
ELECTROMECHANIC
ASSEMBLY AND PERI
EQUIPMENT
8,700,000.00
0.00
8,700,000.00
None
10/30/2013
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
3/21/2013
STEEL POT
CC3080M6000678
11,044,258.41
0.00
11,044,258.41
None
12/31/2016
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/1/2013
ELECTROMECHANIC
ASSEMBLY
31,893,906.36
16,809,638.64
31,893,906.36
None
4/30/2014
Not a loan or
guarantee
Not a loan or
guarantee
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TUYERE.AF3 -0155
1CAM.(CAST)
2,885,070.04
2,490,658.24
2,885,070.04
None
6/30/2015
Not a loan or
guarantee
17,450,000.00
0.00
17,450,000.00
None
12/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
STEEL SCRAP
3,100,000.00
303,062.20
3,100,000.00
None
12/31/2013
Not a loan or
guarantee
Not a loan or
guarantee
8/12/2013
GR. REPLACEMENT OF
BEARING BEAMS - LINE "E"
3,009,345.65
1,930,370.32
3,009,345.65
None
2/15/2014
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
9/26/2013
POT TT0502M80007 TRANSP

SLAG 25T
6,074,147.52
5,817,697.44
6,074,147.52
None
1/30/2016
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
10/25/2013
ELECTROMECHANIC
ASSEMBLY
88,995,000.00
81,651,755.81
88,995,000.00
None
4/30/2015
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
2/1/2014
RECOVERY OF CONTINUOUS
INGOT-CASTING - IPATINGA
43,776,111.88
43,776,111.88
43,776,111.88
None
2/28/2015
Not a loan or
guarantee
Not a loan or
guarantee
USIROLL USIMINAS COURT TE
Subsidiary
10/1/2000
CHROMATISATION OF UP TO
300 CYLINDERS/MONTH
5,708,552.35
0.00
5,708,552.35
None
12/31/2020
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
9/1/2003
LAM.CYLINDER TW
TEXTUR/CHROMAT.C.USIRO
LL
46,890,374.23
0.00
46,890,374.23
None
12/31/2019
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
10/1/2011
CHROMATISED CYLINDER
TW < = 300UN USIROLL
18,088,397.00
650,420.57
18,088,397.00
None
9/30/2021
Not a loan or
guarantee
Not a loan or
guarantee
1/30/2013
CYLINDER
CHROMATISATION UP TO
300/MONTH
2,451,198.95
831,908.39
2,451,198.95
None
9/30/2021
Not a loan or
guarantee
Not a loan or
guarantee
Subsidiary
7/22/2013
Subsidiary
8/1/2013
REPLACEMENT OF 08 AF2
STAVES
Subsidiary
8/5/2013
Subsidiary
Not a loan or
guarantee
Subsidiary
VOTORANTIM METAIS ZINCO S/A
Controlling
shareholder
8/6/2010
GRANULATED ZINC ZN>=

99.995% BIGBAG 1.2Q
20,029,091.00
177,293.03
20,029,091.00
None
12/31/2011
Inadimplemento
contratual
Not a loan or
guarantee
Not a loan or
guarantee
VOTORANTIM METAIS ZINCO SA
Controlling
shareholder
8/6/2010
ZINC INGOT
295X340X1650MM
72,995,901.00
12,735,145.60
72,995,901.00
None
12/31/2011
Inadimplemento
contratual
Not a loan or
guarantee
Not a loan or
guarantee
Note.: Votorantim Metais Zinco S/A is no longer a related party since 2012.
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16.3. In relation to each one of the transactions or joint transactions mentioned in

item 16.2 above which took place in the last fiscal year: a) identify the measures
adopted to deal with conflicts of interest; and b) demonstrate the strictly arms
length character of the conditions agreed or the appropriate compensatory payment.
In case of conflict of interests, the Company adopts the rules mentioned in item 16.1 to
address these conflicts.
Moreover, in accordance with the Brazilian Corporation Law, any member of the Board of
Directors of the Company is prohibited from voting at any meeting or meetings of the Board of
Directors or act in any business or transaction in which they have conflicting interests with the
Company.
Company transactions and business with related parties follow market standards and are
supported by relevant previous assessments of their conditions and the Companys strict
interest in carrying out such assessments.
The arms length transactions between related parties are supported by appropriate
documentation or other evidence held by the Company.
17. Capital
17.1. Capital composition

Position at March 31, 2014
Date of
authorization
or approval
9/27/2010
Capital value
(Real)
12,150,000,000.00
Term of
payment
Paid-in capital
Number of
common shares
(units)
505,260,684
Number of
preferred
shares (units)
508,525,506
Total number
of shares
(units)
1,013,786,190
Social Capital by class of shares
Preferred Share Class
Number of shares (Units)
Class A
Preferred
508,439,902
Class B
Preferred
85,604
Except for Class B preferred shares, which may at any time and sole discretion of the
shareholder be converted into Class A Preferred Shares, the Company has not issued securities
or securities convertible into shares.
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17.2. In relation to issuers capital increases, state:

There was no company's capital increase for the fiscal years ended December 31, 2013,
December 31, 2012 and December 31, 2011.
17.3. Regarding splits, reverse splits and bonuses, inform in table form:
No splits, reverse splits and bonus shares were performed for the fiscal years ended December
31, 2013, December 31, 2012 and December 31, 2011.
17.4. In relation to the issuer's capital reductions, indicate:

There was no capital reduction for the last three fiscal years.
17.5. Provide other information the issuer deems significant
In 2013, 3,231 Class B preferred shares were converted into class A preferred shares. In 2012,
no Class B preferred shares were converted into class A preferred shares. For 2011, 880 class
B preferred shares were converted into class A preferred shares.
The conversion described above does not change the equity value of shares issued by the
Company. However, the Company believes that the conversion results in higher liquidity for
shareholders who have exercised their right, in light of the breadth of the market in class "A".
There is no further information in addition to that disclosed above.
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18. Securities
18.1. Describe the rights of each class and type of shares issued:
Share Type
Common
Tag Along%
80.00
Dividend Rights
According to the Company's articles of incorporation and the Corporation Law, the Company shareholders are entitled
to receive dividends or other distributions made in respect of shares of the Company in proportion to their equity
interest. The Company's articles of incorporation provide for a mandatory minimum dividend of 25% of net income.
Voting Rights
Full
Description of Restricted Vote
None.
Convertibility
No
Condition for Convertibility and effects on capital
None.
Right to repayment
of capital
Yes
Description of the Characteristics of repayment of capital
Withdrawal/Recess: The capital to be reimbursed by the Company in the cases provided by law shall be established
based on the value of equity disclosed in the last balance sheet approved at the Company's General Meeting,
pursuant to Article 45 of Law No. 6404 of December 15, 1976. Redemption: In accordance with the Brazilian
Corporation Law, the Company's shares may be redeemed as decided by the shareholders at the Extraordinary
General Meeting representing no less than 50% of capital.
Restriction to Circulation
Yes
Description of Restriction
Only those described in item 15.5.f of this Reference Form, concerning the shareholders agreement filed at the
Company's headquarters.
Conditions for amendment to the rights guaranteed by such securities
In addition to the conditions described in item 15.5. and this Reference Form, according to the Corporation Law, or
the Company's articles of incorporation or decisions made at a general meeting may deprive a shareholder of the
right to: (i) profit sharing; (ii) participate, in case of Company liquidation, in the distribution of any remaining assets
in proportion to their shareholding; (iii) oversee the management of the Company, pursuant to the Corporation Law;
(iv) pre-emption upon future capital increases, except in certain circumstances set out in the Corporation Law and in
the Companys articles of incorporation; and (v) withdraw from the company in the cases provided for in the
Corporation Law.
Other significant characteristics
It behooves the Annual General Meeting to decide on the allocation of net income and dividend distribution. The
articles of incorporation authorize the General Meeting to decide on the distribution of dividends due to pre-existing
income reserves or retained earnings from previous years. The articles of incorporation further provide that the
Company may prepare balance sheets for six-month periods or for shorter periods and that the Board of Directors
may decide to distribute dividends, including interim dividends, to the retained earnings account disclosed in the last
annual balance sheet.
Under the Corporation Law, in the event of sale of a controlling equity in the Company, all holders of common
shares are entitled to include their shares in a public offering of shares to be held by the acquirer of the controlling
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equity, and to receive at least 80% of the amount paid per share with voting rights, as an integral part of the
controlling stock.
Share Type
Preferred
Class A
Tag Along%
0.00
Dividend Rights
Holders of class A preferred are entitled to dividends 10% higher than those for common shares, and shall enjoy the
same preemptive right as that of holders of Class B preferred shares, but only after meeting the preemptive right
attached to Class B preferred shares. The preferred shares are entitled to participate, under the same conditions as
those of common shares, any bonuses voted in the General Meeting.
Voting Rights
Without Right
None.
Convertibility
No
Condition for Convertibility and effects on capital
None.
Right to repayment
of capital
Yes
Liquidation: The holders of class A preferred shares shall have priority in capital reimbursement, without any
premium in the event of Company liquidation, but only after meeting the priority given to the class B preferred
shares.
Withdrawal/Recess: The amount of reimbursement to be paid by the Company in the cases provided by law shall be
established based on the value of equity disclosed in the last balance sheet approved at the shareholders meeting
pursuant to Article 45 of Law No. 6404 of December 15, 1976.
Redemption: In accordance with the Brazilian Corporation Law, the Company's shares may be redeemed as decided
by the shareholders at the Extraordinary General Meeting representing no less than 50% of capital.
Restricted
Circulation
No
None.
In addition to the conditions described in item 15.5. of this Reference Form, in accordance with the Corporation Law
neither the Company's articles of incorporation nor the decisions at a general meeting may deprive a shareholder of
the right to: (i) profit sharing; (ii) participate, in case of Company liquidation, in the distribution of any remaining
assets in proportion to their shareholding; (iii) oversee the management of the Company, pursuant to the
Corporation Law; (iv) preemption upon future capital increases, except in certain circumstances set out in the
Corporation Law and in the Companys articles of incorporation; and (v) withdraw from the company in the cases
provided for in the Corporation Law.
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It behooves the Annual General Meeting of the Company to decide on the allocation of net income and dividend
distribution. The Company's articles of incorporation authorize the General Meeting to decide on the distribution of
dividends due to pre-existing income reserve or retained earnings from previous years. The articles of incorporation
further provide that the Company may prepare balance sheets for six-month periods or for shorter periods and that
the Board of Directors may decide to distribute dividends, including interim dividends, to the retained earnings
account disclosed in the last annual balance sheet.
Share Type
Preferred
Class B
Tag Along%
0.00
Dividend Rights
The holders of Class B preferred shares are entitled to dividends 10% higher than those for common shares, and
have priority in capital reimbursement in the event of liquidation. The preferred shares are entitled to participate,
under the same conditions as those of common shares, any bonuses voted in the General Meeting.
Voting Rights
Without Right
None.
Convertibility
Yes
Condition for convertibility and effects on capital
i. Conditions: The class B preferred shares may, at any time and at the sole discretion of the holder of such shares,
be converted into class A preferred shares. Preferred shares may not be converted into common shares. ii. Effects on
Capital: Does not affect capital, except number of shares per class, in case of conversion of class B preferred shares
into class A preferred shares.
Right to repayment
of capital
Yes
Liquidation: Holders of Class B preferred shares will have priority in capital reimbursement, without any premium in
the event of Company liquidation.
Withdrawal/Recess: The amount of reimbursement to be paid by the Company, in the cases provided by law, shall be
established based on the value of equity disclosed in the last balance sheet approved at the shareholders meeting
pursuant to article 45 of Law No. 6404 of December 15, 1976.
Redemption: In accordance with the Brazilian Corporation Law, the Company's shares may be redeemed as decided
by the shareholders at the Extraordinary General Meeting representing no less than 50% of capital. The redemption
of the shares shall be paid with retained earnings, income reserves or capital reserves. Should the redemption do not
cover total shares, a random selection shall be made.
Restriction to
Circulation
No
None.
In addition to the conditions described in item 15.5. and this Reference Form according to the Corporation Law, or
the Company's articles of incorporation or decisions made at a general meeting may deprive a shareholder of the
right to: (i) profit sharing; (ii) participate, in case of Company liquidation, in the distribution of any remaining assets
in proportion to their shareholding; (iii) oversee the management of the Company, pursuant to the Corporation Law;
(iv) pre-emption upon future capital increases, except in certain circumstances set out in the Corporation Law and in
the Companys articles of incorporation; and (v) withdraw from the company in the cases provided for in the
Corporation Law.
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It behooves the Annual General Meeting of the Company to decide on the allocation of net income and dividend
distribution. The Company's articles of incorporation authorize the General Meeting to decide on the distribution of
dividends due to pre-existing income reserve or retained earnings from previous years. The articles of incorporation
further provide that the Company may prepare balance sheets for six-month periods or for shorter periods and that
the Board of Directors may decide to distribute dividends, including interim dividends, to the retained earnings
account disclosed in the last annual balance sheet.
18.2. Describe, if applicable, the provisions limiting the voting rights of significant
shareholders or that require them to make a public offer
There are no provisions limiting the voting rights of significant shareholders or requiring them
to make a public offer.
18.3. Describe exceptions and conditions precedent related to equity or political

rights provided for in the Companys articles of incorporation
The articles of incorporation provide for no exceptions and conditions precedent related to
equity or political rights.
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18.4. In a table, inform volume of trades as well as the highest and lowest quoted values of securities traded on stock
exchanges or organized OTC market, in each quarter of the last 3 fiscal years:
In the quarter
Security
Type
Class
Market
Administrative Entity
Financial Volume Traded

(R$)
Highest Quoted
Value (R$)
Lowest Quoted
Value (R$)
Quote Factor
1Q2013
Shares
Common
Stock Exchange
BM&F Bovespa
323,129,571.00
14.64
9.90
R$ per unit
2Q2013
Shares
Common
Stock Exchange
BM&F Bovespa
254,052,877.00
11.62
7.65
R$ per unit
3Q2013
Shares
Common
Stock Exchange
BM&F Bovespa
324,112,689.00
10.75
6.84
R$ per unit
4Q2013
Shares
Common
Stock Exchange
BM&F Bovespa
312,140,944.00
12.80
10.74
R$ per unit
1Q2013
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
4,449,437,058.00
13.25
9.24
R$ per unit
2Q2013
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
4,020,969,444.00
11.39
7.43
R$ per unit
3Q2013
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
5,020,870,101.00
10.96
6.55
R$ per unit
4Q2013
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
4,701,346,201.00
14.50
10.91
R$ per unit
1Q2013
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
0.00
0.00
0.00
R$ per unit
2Q2013
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
3,597.00
11.99
11.99
R$ per unit
3Q2013
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
50,388.00
8.80
7.17
R$ per unit
4Q2013
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
30,147.00
11.13
10.99
R$ per unit
Highest Quoted
Value (R$)
20.20
Lowest Quoted
Value (R$)
15.07
R$ per unit
1Q2012
Shares
Common
Stock Exchange
BM&F Bovespa

(R$)
459,038,553.00
2Q2012
Shares
Common
Stock Exchange
BM&F Bovespa
879,777,426.00
20.10
7.56
R$ per unit
3Q2012
Shares
Common
Stock Exchange
BM&F Bovespa
484,001,709.00
13.54
6.57
R$ per unit
4Q2012
Shares
Common
Stock Exchange
BM&F Bovespa
374,589,108.00
14.06
10.60
R$ per unit
1Q2012
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
4,186,464,660.00
13.64
10.32
R$ per unit
2Q2012
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
3,844,189,800.00
12.34
6.05
R$ per unit
3Q2012
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
5,990,861,760.00
12.20
5.62
R$ per unit
4Q2012
Shares
Preferred
PNA
Stock Exchange
BM&F Bovespa
4,831,633,810.00
13.05
9.51
R$ per unit
1Q2012
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
13,680.00
13.91
12.42
R$ per unit
2Q2012
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
7,074.00
11.02
6.99
R$ per unit
3Q2012
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
17,903.00
11.31
6.01
R$ per unit
4Q2012
Shares
Preferred
PNB
Stock Exchange
BM&F Bovespa
17,893.00
12.20
11.31
R$ per unit
In the quarter
Security
Type
Class
Market
Quote Factor
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In the quarter
Security
Type
Class
Market
1Q2011
Shares
Common
Stock Exchange
BM&F Bovespa
2Q2011
Shares
Common
Stock Exchange
BM&F Bovespa
3Q2011
Shares
Common
Stock Exchange
BM&F Bovespa
4Q2011
Shares
Common
Stock Exchange
BM&F Bovespa
1Q2011
Shares
Preferred
Stock Exchange
BM&F Bovespa
2Q2011
Shares
Preferred
Stock Exchange
BM&F Bovespa
3Q2011
Shares
Preferred
Stock Exchange
BM&F Bovespa
4Q2011
Shares
Preferred
Stock Exchange
BM&F Bovespa
1Q2011
Shares
Preferred
Stock Exchange
BM&F Bovespa
2Q2011
Shares
Preferred
Stock Exchange
BM&F Bovespa
3Q2011
Shares
Preferred
Stock Exchange
BM&F Bovespa
4Q2011
Shares
Preferred
Stock Exchange
BM&F Bovespa
PNA
PNA
PNA
PNA
PNB
PNB
PNB
PNB

(R$)
1,557,087,001.00
Highest Quoted
Value (R$)
32.48
Lowest Quoted
Value (R$)
21.24
851,142,561.00
29.50
20.62
774,509,413.00
29.34
19.72
638,440,469.00
25.19
15.25
8,489,913,061.00
21.80
18.25
5,148,302,220.00
20.05
12.85
5,882,207,563.00
14.24
9.86
3,887,660,334.00
12.68
9.71
42,175.00
19.59
18.66
45,984.00
18.02
12.90
133,912.00
16.00
11.50
17,267.00
11.76
10.08
Quote Factor
R$ per unit
R$ per unit
R$ per unit
R$ per unit
R$ per unit
R$ per unit
R$ per unit
R$ per unit
R$ per unit
R$ per unit
R$ per unit
R$ per unit
Source: Economatica
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USNZY US Equity
In the quarter
Security
ADS level 1
Type
Preferred
Class
PNA
ADS level 1
Preferred
PNA
1Q2013
2Q2013
ADS level 1
Preferred
PNA
3Q2013
4Q2013
ADS level 1
Preferred
PNA
ADS level 1
Preferred
PNA
1Q2012
2Q2012
3Q2012
ADS level 1
Preferred
PNA
ADS level 1
Preferred
PNA
ADS level 1
Preferred
PNA
4Q2012
1Q2011
ADS level 1
Preferred
PNA
ADS level 1
Preferred
PNA
ADS level 1
Preferred
PNA
ADS level 1
Preferred
PNA
2Q2011
3Q2011
4Q2011
Market
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
Stock
Exchange
OTC

(US$)
Highest Quoted
Value (US$)
Lowest Quoted
Value (US$)
Volume Traded (R$)
13,991,727.00
6.58
4.66
27,983,454.00
23,245,849.70
5.78
3.39
48,118,908.88
25,514,934.80
4.66
2.95
58,429,200.69
16,546,518.50
6.25
4.30
37,726,062.18
58,084,508.19
7.60
5.62
341,883,700.00
34,580,879.86
6.74
2.91
197,951,100.00
53,996,682.63
6.02
2.74
121,811,600.00
22,193,350.92
6.28
4.66
76,662,490.00
205.028.400.00
12.99
10.89
341,883,700.00
124,824,000.00
12.63
8.12
197,951,100.00
74,636,300.00
9.03
5.56
121,811,600.00
43,065,710.00
7.36
5.13
76,662,490.00
OTC
OTC
OTC
OTC
OTC
OTC
OTC
OTC
OTC
OTC
OTC
USDMY US Equity
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18.5. Describe issued securities other than shares:
Debentures:
The Company held 6 issues of debentures, of which 1 is outstanding, and 5 have already been
settled by the Company upon their respective maturities and/or in advance.
6th issue of debentures of the Company
a) Identification of the security

Non-convertible debentures.
b) Quantity
100,000 simple debentures.
c) Value
Nominal unit value on the date of issue of R$ 10,000.00. Total issue amounted to
R$1,000,000,000.00.
d) Date of issue
January 30, 2013.
e) Restrictions on the movement

There are no restrictions on the movement.
f) Convertibility of shares or right to subscribe for or purchase shares of the issuer , stating:
The debentures are not convertible into shares, nor give their holders the right to subscribe or
acquire shares of the Company.
g) Possibility of redemption, indicating:
i) Hypotheses of Redemption
The Issuer may, at its sole discretion, redeem early, in full or in part, the Debentures as
from the twenty-fifth month of validity of the Debentures, in accordance with the
procedures laid down in the Corporation Law and in the Debenture Indenture .
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ii)
Redemption value calculation formula
a) Optional Early Redemption shall be made by paying (i) the Unit Par Value or the
balance of the Unit Par Value of the Debentures subject to the Optional Early Redemption,
plus the corresponding remuneration, calculated on a pro rata basis from the Payout Date
or the payment date of the immediately preceding yield , whichever occurs last, inclusive,
until the date of effective Optional Early Redemption, exclusive; (ii) any charges due; and
(iii) the premium on the values mentioned in subsection a above, according to the table
that follows:
PERIOD (AS FROM THE ISSUANCE DATE)
PREMIUM
January 31, 2015 to January 30, 2016
1.40%.
1.00%.
0.50%.
0.35%.
b) If the Debentures are registered with the Clearing House for the Custody and Financial
Settlement of Securities (CETIP), the Optional Early Redemption shall be carried out in
accordance with the procedures adopted by CETIP.
c) In the event of Partial Early Redemption, the Debentures to be redeemed shall be
identified by random drawing, to be held in the presence of the Trustee and having results
disclosed to all Debenture holders by way of a communication under article 55, paragraph
2 of the Brazilian Corporation Law. All stages of this process, such as due identification of
Debenture holders, qualification, drawing, computation, apportionment and validation of
the number of Debentures to be redeemed shall be performed out of CETIP.
A partial Optional Early Redemption, if any, regarding Debentures electronically held in
custody at CETIP21, shall be carried out in accordance with CETIP procedures.
h) With respect to securities that are debt securities, indicate:
i) Maturity, including the conditions of acceleration

The Debentures will have a term of six (6) years as from the Date of Issue, thus maturing
on January 30, 2019.
Hypotheses of Early Maturity:

The Trustee shall declare the early maturity of all obligations relating to the Debentures
and demand immediate payment, in case of occurrence of any of the following events:
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(a) (i) filing for in-court reorganization; (ii) voluntary filing for bankruptcy by Issuer and/or
subsidiaries of Issuer; (iii) decreed bankruptcy of Issuer and/or subsidiaries of Issuer; (iv)
proposed out-of-court reorganization plan to any creditor or class of creditors, (v)
liquidation, dissolution or termination of Issuer; or (vi) filing by third parties requesting
decreeing of Issuer bankruptcy;
(b) legitimate protest of securities against Issuer, even if as guarantor, of which the
individual or aggregate amount due and unpaid exceeds R$ 50,000,000.00 (fifty million
Brazilian reais) or the equivalent amount in other currencies;
(c) the acceleration of maturity of or default on any financial obligation of Issuer (d) failure
by the Issuer to comply with any monetary obligation to the debenture holders, provided
for in this debenture issue indenture, not remediated within one (1) business day;
(e) noncompliance of Issuer with any non-pecuniary obligation related to the Issue
assumed in this Indenture, unless for a maximum term of ten (10) business days;
(f) noncompliance with any decision or final unappelable judgment or final arbitration
decision of condemnatory nature, against Issuer (g) non-renewal, cancellation, revocation
or suspension of permits, concessions, grants and licenses, including environmental ones,
relevant to due conduction of the activities;
(h) capital reduction of Issuer and/or repurchase by Issuer of its own shares for
cancellation;
(i) if the Issuer is in arrears with the payment obligations set forth in this Indenture, and
decides to distribute dividends or interest on equity or any other profit sharing provided
for in the Articles of Incorporation of Issuer, except, however, payment of the minimum
dividend provided for in Article 202 of the Corporation Law;
(j) Issuer conversion into a limited liability company, in accordance with Articles 220 to
222 of the Corporation Law;
(k) transfer by Issuer, or any form of assignment or promise to assign to third parties of
any obligation related to the Debentures;
(l) the main activity of Issuer starts to no longer be that contained in its charter on the
Issue Date;
(m) if any of the representations of Issuer, under this Indenture, prove to be false ,
incorrect or deceitful, in any material respect;
(n) failure by Issuer to maintain the following financial index calculated and revised, as
appropriate, biannually (i) ratio obtained by dividing Net Debt to EBITDA not exceeding
3.50, as of December 31, 2013;
(o) noncompliance by Issuer with the allocation of proceeds from the Issue, (p)
expropriation, confiscation or any other action of any governmental entity that results in
the loss by Issuer and/or companies controlled by Issuer of title to or direct possession of
its assets;
(q) the occurrence of merger, spin-off or takeover involving Issuer, unless (i) such
corporate transaction is, pursuant to Article 231 of the Corporation Law, approved by
Debenture holders of sixty-six percent (66%) outstanding Debentures; or (ii) a merger,
spin-off or takeover (a) does not affect Issuers payment capacity and (b) the surviving
entity is the Issuer itself;
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(r) if there is transfer of direct controlling interest of Issuer, as defined in Article 116 of the
Corporation Law, including through corporate reorganization, resulting in the Issuer now
being controlled by person or entity not belonging to the current controlling group;
(s) if Standard & Poor's downgrade the rating of the issue in two grades based on the
rating to be disclosed until Issue Date, by virtue of (i) any change in ownership structure,
which will result in the loss, transfer or disposal of controlling interest by current
controlling shareholders, or (ii) the disposal of assets of Issuer confirmedly significantly
affecting its payment capacity;
(t) the occurrence of any procedure of seizure, attachment or garnishment of assets of
Issuer and/or of any of the Relevant Subsidiaries, which may impact by 15% of equity
(considering, for this, the consolidation of the figures calculated for Issuer and the Relevant
Subsidiaries, together), unless such procedure is suspended, halted, reversed or extinct
within twenty (20) days of its inception;
(u) the sale, assignment or other transfer by Issuer and/or any of the Relevant
Subsidiaries, of relevant fixed assets (including fixed assets and investments) that may
materially affect the activities of Issuer, except transactions in the ordinary course of
business;
(v) suspension of trading or of recording of trading of the Debentures at CETIP not cured
within fifteen (15) working days.
Automatic Early Maturity
The occurrence of any of the events listed in subparagraphs "a", "c", "d ", "g" and "l"
above, will result in the automatic acceleration of the Debentures, irrespective of any query
to the debenture holders, warning or notification, whether in court or out-of-court.
Early Maturity by the General Meeting of Debenture Holders

Upon the occurrence of any other events listed above, provided that not remediated within
their due dates, if applicable, the Trustee shall, within five (5) business days from the date
on which it becomes aware of the occurrence of any such event, convene a General
Debenture Holders Meeting (AGD), to discuss the declaration of early maturity of the
Debentures, following the convening procedure provided below.
In the AGD mentioned above, which will be held in accordance with the procedures and
quorum set forth in this Indenture, the holders of the Debentures may elect, by
determination of holders representing at least 66% (sixty -six percent) of the outstanding
Debentures on the first call, or a simple majority of those present on the second call, that
the Trustee does not declare the acceleration of the Debentures.
ii. Interests
The Debentures will be entitled to yield equal to 100 % (one hundred percent) of the
accumulated variation of the average daily one day interbank deposit rate, over extra
group, called " DI Rate Over Extra Group ", expressed as a percentage per year of 252
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business days, calculated and published daily by CETIP in the daily bulletin on its
websitehttp://www.cetip.com.br "DI Rate"), plus exponential spread of one percent
(1.00%) per year of 252 business days (" Surcharge " and together with the DI Rate
"Yield").
iii. Guarantee and, if security interest, description of the asset
The 6th issue Debentures of the Company are unsecured.
iv. In the absence of guarantee, if the loan is unsecured or subordinated

The Debentures are unsecured.
v. Any restrictions imposed on the issuer in relation to:

distribution of dividends
Maturity acceleration may occur if the company distributes dividends, pays interest on
equity or makes any other payments to its shareholders, being in default on any of its
obligations under the Indenture, except, however, payment of the minimum mandatory
dividend.
disposal of certain assets
Maturity acceleration may occur if the Company disposes of assets in a way that
materially and negatively affect its payment capacity, reviewed by the agency rating
the issue to a risk level below brA of Standard & Poor's or equivalent by Moody's Latin
America or Fitch Ratings.
the contracting of new debts
There is no restriction on contracting new debt.
issuance of new securities
There is no restriction on the issuance of new securities.
vi. the trustee, indicating the main terms of the contract

Key information on the Trustee:
Pentgono S.A. Distribuidora de Ttulos e Valores Mobilirios
Avenida das Amricas, n. 4.200, bloco 4, sala 514.
Rio de Janeiro RJ At.: Mr. Marco Aurlio Ferreira
Phone: +55 (21) 3385-4565
Facsimile: +55 (21) 3385-4046
E-mail:
backoffice@pentagonotrustee.com.br/juridico@pentagonotrustee.com.br
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The contract with Pentgono S.A. Distribuidora de Ttulos e Valores Mobilirios begins on the
date of the debenture issue indenture (January 30, 2013), effective until the expiration of the
issue (January 30, 2019). A fee charged annually by Pentgono in the amount of R$ 3
thousand, adjusted annually by the IGP is established. There are no material obligations to the
Company.
i. Conditions for amendment to the rights guaranteed by such securities
In case of temporary unavailability of the DI rate upon payment of any monetary obligation in
the Indenture, it shall be replaced by the same daily rate produced by the DI rate last known
until the date of calculation, without any financial compensation being due, both by the
Company as of the debenture holders, upon the subsequent disclosure of the DI rate. In the
absence of calculation and/or disclosure of the DI Rate for more than 10 days of the expected
date of its disclosure, or still, in the case of its extinction or inapplicability by operation of
legal or judicial determination, the Trustee shall convene a meeting of debenture holders,
which shall be conducted in the manner and time stipulated in Corporation Law and in the
Indenture, for these to define, in common agreement with the Company, the new parameter
to be applied, which shall reflect the parameters used in similar operations existing at the
time. Until the determination of this parameter, the same daily rate produced by the last DI
Rate published shall be used for calculating the amount of any obligations under the
Indenture,.
If the DI Rate comes to be disclosed prior to the General Meeting of Debenture Holders, said
meeting shall no longer be held, and the DI Rate, from its disclosure, shall again be used for
yield calculation purposes .
If there is no agreement on the substitute rate between the Company and the Debenture
Holders representing at least 66% of the outstanding Debentures, the Company shall select, at
its sole discretion, one of the following alternatives, committing itself to communicate it in
writing to the trustee, within 10 days from the date of the respective meeting: (a) the
Company shall make an early redemption and, consequently, cancel all of the Debentures,
within 30 days from the date of the respective meeting of debenture holders, for their Unit Par
Value not amortized under the Indenture, plus yield due up to the date of actual redemption
and subsequent cancellation, calculated pro rata from the Issue Date or the last Yield Payment
Date, as applicable. In this case, in the calculation of yield applicable to the Debentures to be
redeemed and canceled shall use the same daily rate produced by the last known DI Rate; or
(b) the Company shall submit amortization schedule of all outstanding debentures, not
exceeding the final maturity and the average amortization term of the Debentures. During the
amortization period by the Company, the frequency of payment of yield shall continue to be
that pre - established, noting that, until full redemption of the Debentures, the Substitute
Rate shall be used. If the Substitute Rate is not based on a 252 business day term, this rate
shall be adjusted to reflect the basis of 252 working days.
The General Meeting of Debenture holders may be held with quorum of (i) at least half of the
outstanding debentures upon the first call, or (ii) upon the second call, with any number of
debenture holders.
In the resolutions of the meeting, each debenture will entitle holder to one vote, being the
appointment of attorney allowed, whether debenture holder or not. Except as otherwise
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provided in the Indenture, changes in the characteristics and conditions of the debentures and
the issue shall be approved by debenture holders representing at least 66% of the outstanding
debentures, noting
that changes in yield and/or guarantees and/or
maturity and/or
renegotiation, redemption or repayment of debentures and/or provisions on quorum provided
for in the indenture shall be approved debenture holders representing 90% of the outstanding
debentures.
j. Other significant characteristics

No other characteristics considered significant.
ADRs or ADSs
The Company maintains a program of ADR (American Depositary Receipts), also called ADS
(American Depositary Shares). In September 1994, there was a Global Offering in the amount
of U.S. $ 480,035,400.00 in American Depositary Shares, U.S. $ 13.28 per ADS, to qualified
institutional investors under Rule 144A, in the U.S. market, with ADS backed by preferred
shares, traded on PORTAL. These ADS started to be backed by class A preferred shares on
January 29, 1999. In September 2001, the ADS Level 1was started, with securities traded on
the OTC market (OTC - Over the Counter), backed by preferred shares A. In May 2007, there
was beginning of the ADS 144A program backed by common shares, traded on PORTAL and in
November 2007, the ADS Level 1 program backed by common shares traded over the counter
(OTC - Over the Counter).
18.6. Indicate the Brazilian markets in which the issuer's securities are admitted to
trading:
The shares of the Company are traded on BM&FBOVESPA, in Level 1 of Corporate Governance
Practices segment of the BM&FBOVESPA; 4th issue debentures of the Company are listed for
trading on the secondary market through the National Debenture System of CETIP S.A. - OTC Derivatives and Assets and of BOVESPAFIX of BM&FBOVESPA. The 5th issue debenture was
registered for trading also with CETIP and this debenture was settled in December 2010 by an
amendment approved by the Meeting of Debenture Holders.
18.7. For each class and type of securities traded on foreign markets:
Besides ADSs as described in item 18.5 above, the Class A preferred shares and common
shares of the Company are traded on Latibex, as detailed below.
Latibex
Since July 2005, the Company trades its class A preferred shares on the Stock Exchange of
Madrid - Spain, through the international market for Latin American securities - Latibex, with
the aim of facilitating access to the shares of the Company by the European financial
community. Since inception through the end of fiscal 2011, the Company's shares are among
the most actively traded on Latibex.
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a)
Country
In the United States "U.S.", American Depositary Receipts (ADRs), also called ADS (American
Depositary Shares), are traded, representing common and preferred shares.
In Spain, the following securities are traded: class A preferred shares and common shares.
b)
Market
In the USA: ADS 144A on PORTAL and ADS Level 1 on the OTC (Over the Counter) market
In Spain: Latibex - Market for Latin American Securities
c)
Managing entity of the market in which the securities are admitted to trading
In USA: the managing entity of the securities mentioned in item 18.7 (a), ADS (Level 1) is
OTC Markets:
In Spain: the managing entity
Mercados Espaoles - BME
d)
of the securities mentioned in item 18.7 (a) is Bolsas Y
Date of admission to trading
In the USA:
ADS (144A) Preferred on 09/01/1994 (USNMY)
ADS (144A) Common 05/02/2007 - (USDML)
ADS (Level 1) Preferred A on 09/25/2001 (USNZY)
ADS (Level 1) Common, on 11/20/2007 (USDMY)
In Spain:
Preferred class A shares, on 07/05/2005 (XUSI)
Common Shares on 5/3/2007 (XUSIO)
e)
Trading segment
In the United States: PORTAL (ADS 144A) and OTC market (ADS Level 1).
In Spain: No trading segment.
f)
Date of beginning of listing in the trading segment
See item 18.7.(D) above.
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g)
Percentage of trading volume abroad in relation to the total trading volume of each
class and type in the last fiscal year
In 2013:
USA: 17,979,104 ADSs representing preferred shares class A (USNZY) were traded,
representing 1.01% of the total trading volume of the class A preferred shares
Spain: 2,201,035 class A (XUSI) preferred shares, representing 0.12% of the total trading
volume of the Class A common shares and 975,384 common shares (XUSIO), representing
0.84% of the total trading volume of the common shares were traded.
In 2012:
representing 1.71% of the total trading volume of the class A preferred shares.
volume of the Class A preferred shares and 1,440,734 common shares (XUSIO), representing
In 2011:
representing 9.37% of the total trading volume of the class A preferred shares.
volume of the Class A preferred shares and 1,026,789 common shares (XUSIO), representing
h)
Proportion of overseas depositary receipts for each class and type of shares
Proportion of 1 certificate of deposit for each 1 share issued by the Company, for the type and
class of share backing ADS.
i)
Depositary Bank
In the U.S., BNY Mellon is the depositary bank for all securities.
In Spain, there is no depositary bank.
j)
Custodian
Bradesco S/A Corretora de Ttulos e Valores Mobilirios - for all securities backing the securities
issued abroad.
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18.8. Describe the public offerings made by the issuer or by third parties, including
controlling shareholders, affiliates and subsidiaries for the securities of the issuer
in the last 3 fiscal years:
There was no public offering of securities of the Company in the last three fiscal years.
18.9. Describe the public offerings made by the issuer regarding shares issued by
third parties in the last 3 fiscal years:
The Company did not make public offers of shares issued by third parties.
18.10. Provide other information as issuer may deem relevant

Additionally to the information provided above, the Company believes that there is no
additional relevant information that should be provided in this item 18 of the Reference Form.
19. Repurchase plans and treasury securities
19.1. Plans to repurchase shares of the issuer for the last 3 fiscal years:
There were no plans to repurchase shares in the last 3 fiscal years.
19.2. Regarding the movement of the securities held in treasury for the past 3 fiscal
years, in tabular form, segregating by type and class, indicate the quantity, total
amount and weighted average acquisition price of the following:
Fiscal Year: 12/31/2013
Shares
Share Type
Common
Operation
Opening Balance
Total Amount
(Thousand reais)
Quantity (units)
Weighted average price

(Reais)
2,526,656
69,132
27.36
Acquisition
Disposal
Cancellation
2,526,656
69,132
27.36
Closing Balance
Share Type
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Preferred
Preferred Class A
Operation
Quantity (units)
Opening Balance
24,060,356
Acquisition
Disposal

(Reais)
36,163
1.50
(302,646)
(455)
(1.50)
23,757,710
35,708
Cancellation
Closing Balance
Total Amount
(Thousand reais)
1.50

Shares
Share Type
Common
Operation
Opening Balance
Total Amount
(Thousand reais)
Quantity (units)

(Reais)
2,526,654
69,132
27.36
Acquisition
Disposal
Cancellation
2,526,656
69,132
27.36
Closing Balance
Share Type
Preferred
Preferred Class A
Operation
Quantity (units)
Opening Balance
Total Amount
(Thousand reais)

(Reais)
24,060,356
36,163
1.50
Acquisition
Disposal
Cancellation
24,060,356
36,163
Closing Balance
1.50
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Shares
Share Type
Common
Operation
Opening Balance
Total Amount
(Thousand reais)
Quantity (units)

(Reais)
2,526,654
69,132
27.36
Acquisition
Disposal
Cancellation
2,526,654
69,132
27.36
Closing Balance
Share Type
Preferred
Preferred Class A
Operation
Quantity (units)
Opening Balance
Total Amount
(Thousand reais)

(Reais)
24,060,356
36,163
Acquisition
Disposal
Cancellation
24,060,356
36,163
Closing Balance
1.50
1.50
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19.3. Securities held in treasury at the close of the last fiscal year, indicate, in
tabular form, segregating by type and class:
Class / Type
Common
Quantity
Date of
purchase
Weighted average purchase price
% in relation to
the outstanding
securities of the
same class and
type
200,400
6.54
11/5/1997
0.08%
Class A Preferred
2,028,700
7.00
11/5/1997
0.84%
Class A Preferred
7,268,650
4.95
6/25/1998
3.01%
361,082
Not Applicable. Shares that were held in

treasury in the course of Usiminas/Cosipa
corporate restructuring which ended on
January 29, 1999, as described in item 6.3
of this reference form.
1/29/1999
0.14%
331,576
Not Applicable. Shares that were held in

treasury in the course of Usiminas/Cosipa
corporate restructuring which ended on
January 29, 1999, as described in item 6.3
of this reference form.
Common
Class A* Preferred
Class A Preferred
Common
Class A Preferred
Common
Class A Preferred
3/27/2005
37.99%
Not applicable, Canceled Actions
12/29/2003
(1,77%)
280,741
Not Applicable. Shares acquired as bonus.
11/27/2007
0.11%
2,673,373
11/27/2007
1.11%
421,111
3/26/2008
0.17%
4,010,059
3/26/2008
1.66%
Not Applicable.
4/28/2010
0.00%
9/27/2010
0.25%
(4,282,180)
Common
(7)
Common
1,263,327
Not Applicable. Shares related to split
12,030,178
Not Applicable. Shares related to split
Class A Preferred
Common
Class A Preferred
Total at
12/31/2013
2
(302,646)
Not Applicable.
1.50
9/27/2010
2.37%
12/31/2012
0.00%
12/31/2013
0.00%
26,284,366
* The Class A Preferred Shares result from the conversion, by the Company, of the Class B preferred shares held in
corporate restructuring of Usiminas and Cosipa completed on January 29, 1999 (as described in item 6.3. of this
Reference Form). As described in item 18.1.c of this Reference Form and provided for in the Company's articles of
incorporation , the class "B "preferred shares are convertible into Class "A preferred shares at a ratio of 1:1.
As presented in item 19.2, at December 31, 2013 the Company had 2,526,656 treasury
common shares and 23,757,710 Class A Preferred Shares. At December 31, 2012 and 2011
the Company had 2,526,656 Common Shares in treasury and 24,060,356 Class A Preferred
Shares.
19.4. Other Information that the Company deems significant.
The Company does not use financial instruments for purposes of asset protection (hedge)
involving fluctuations in prices of shares issued by it, including transactions associated with
instruments as "Total Return Equity Swap or similar operations.
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20. Policy for security trading
20.1. Indicate whether the issuer has adopted policy for the trading of securities
issued by it by controlling shareholders, whether direct or indirect, directors, board
of directors members, supervisory board members and of any other bodies with
technical or advisory functions, created by statutory provision, stating: (a) date of
approval; (b) related persons; main characteristics; (d) periods in which trading is
not allowed and description of the procedures adopted to monitor trading in such
periods.
The Standard on Disclosure of Information and Trading of Securities issued by the Company
("Trading Policy ") was approved at the Board meeting held on June 20, 2002.
According to the extract from said Standard, the underlined terms shall have the meanings
ascribed to them below.
Material Act or Fact:
Any decision of controlling shareholder, of the general meeting

or of the management bodies of the Company, or any other act
or fact of political -administrative, technical, business or
economic and financial nature related to the Companys
business, which may significantly affect:
(a) the price of Securities;
(b) the decision of investors to purchase, sell or hold
Securities; and
(c) the decision of investors to exercise any rights
attaching to the holder of Securities.
Stock Exchanges:
Stock Exchanges and/or entities of organized domestic or foreign

market, in which the Securities are admitted to trading.
CVM:
Brazilian Securities and Exchange Commission.
Investor
Officer:
Related Parties:
Relations
Administrator appointed by the Board of Directors of the

Company for the performance of certain statutorily defined
functions, who will also be responsible for the enforcement and
monitoring of trading and disclosure policies established by the
Company.
In relation to the Company, jointly or individually, controlling
shareholders, whether direct or indirect, Board of Directors
members, Officers and members of the Supervisory Board.
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Securities:
I.
In its broadest sense, any shares, debentures, warrants,

subscription receipts and rights and promissory notes issued by
the Company and any securities related thereto.
Principles
1.1.
The Related Parties should act before the Company and any third party, agents
or not of the capital market, in compliance with the provisions of the Trading Policy and the
principles of loyalty, integrity and truthfulness.
1.2.
Related Parties should always take into consideration their role in relation to
society in general, the Company and its employees, and regulators, whether national or
foreign.
1.3.
It is the duty of the Related Parties to allow access for all investors to Relevant
Acts or Facts, being forbidden the use, in any way, for their own benefit or that of third
parties, of any Privileged Information.
1.4.
The Related Parties shall ensure that disclosure of information about the
Company's business or its principal shareholders, if any, in the domestic or foreign market,
is made complete and timely, and should also cover the correct and precise reality of the
Relevant Act or Fact to be disclosed.
II.
Trading Policy
2.1.
The Related Parties shall refrain from trading Securities issued by the Company
that they have, in the following cases:
(a) prior to disclosure to the market of Relevant Act or Fact;
(b) within the period of fifteen (15) days prior to the disclosure of the Quarterly
Information, Annual Report and Financial Statements; and
(c) in the period between the decision to increase or reduce capital, distribute dividends or
bonus shares or issue other Securities, and the publication of the related notices or
announcements.
2.1.1.
The above prohibitions shall also apply to Related Parties who leave the Company
prior to the public disclosure of the Relevant Act or Fact related to business or fact arising
during their term of office and shall extend for a period of six (6) months after their leaving.
2.1.2.
The prohibition of trading with Securities prior to the disclosure of Relevant Act
or Fact shall also apply to any persons who have knowledge of such information, especially
to people who have a commercial relationship with the Company, including independent
auditors, securities analysts, consultants and institutions that are part of the distribution
system.
2.2.
While the operation is not disclosed, it is prohibited for the competent bodies of
the Company to resolve on the acquisition or sale of shares issued by the Company: (i) if
any agreement on the transfer of share control of the Company has been concluded, or if
an option or mandate for this purpose has been granted; or (ii) if there is an intention to
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promote takeover, spin-off, merger, transformation or corporate reorganization involving

the Company.
III. General Provisions
3.1. Compliance with the provisions of the Disclosure Policy does not dispense the Related
Parties with compliance with any other obligations imposed by CVM or by any other law or
regulatory standard.
3.2. Under paragraph 3 of article 17 of CVM Ruling No. 358, dated 01/03/2002 and the
Company's Trading Policy, the Director of Investor Relations is responsible for enforcement
and monitoring of the provisions of the Trading Policy.
3.3. Any changes to the provisions of the Trading Policy shall be communicated to the CVM
and the Stock Exchanges.
20.2. Provide other information that the Company deems significant

Additionally to the information provided above, the Company believes that there is no
additional relevant information that should be provided in this item 20 of the Reference Form.
21. Policy for the disclosure of information
21.1. Describe internal rules, regulations or procedures adopted by the issuer to

ensure that information required to be disclosed publicly is collected, processed and
reported accurately and timely
In addition to the disclosure policy described below, the Company also has a Disclosure
Committee, as described in item 12.1 of this Reference Form, which also evaluates the
disclosure of the Companys information.
21.2. Describe the policy for the disclosure of material act or fact adopted by the
issuer, indicating the procedures for maintaining confidentiality of undisclosed
material information
The disclosure policy of the Company was approved at a meeting of the Board of Directors held
on June 20, 2002 ("Disclosure Policy").
For purposes of the Company's Disclosure Policy, terms shall have the meanings assigned to
them in item 20 of this Reference Form.
I.
Principles
1.1.
The Related Parties must act before the Company and any third party, agents or
not of the capital market, in compliance with the requirements of the Disclosure Policy and
the principles of loyalty, integrity and truthfulness.
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1.2.
Related Parties must always take into consideration their role in relation to
society in general, the Company and its employees, and regulators, whether national or
foreign.
1.3.
It is the duty of the Related Parties to allow access for all investors to Relevant
Acts or Facts, being forbidden the use, in any way, for their own benefit or that of third
parties, any Privileged Information.
1.4.
The Related Parties shall ensure that disclosure of information about the
Company's business or its principal shareholders, if any, in the domestic or foreign market,
is made complete and timely, and should also cover the correct and precise reality of the
Relevant Act or Fact to be disclosed.
II. Disclosure Policy

2.1. The Director of Investor Relations shall perform the disclosure and communication to
the CVM and the Stock Exchanges of any relevant act or fact occurred or related to the
Company's business, as well as ensure the full and immediate disclosure, simultaneously in
all markets in which such Securities are admitted to trading.
2.2.
The Related Parties shall communicate to the Director of Investor Relations, to
do this in accordance with the provisions of the Disclosure Policy, any relevant act or fact of
which they are aware due to the exercise of their functions at the Company.
2.3.
Disclosure of Relevant Act or Fact shall be made, whenever possible, before or
after the close of trading on the Stock Exchanges. In case of impossibility of application of
this provision because of the trading hours of the domestic and foreign markets, the hours
of operation in the domestic market should prevail.
2.3.1. In case disclosure of Relevant Act or Fact during the operating hours of the
Stock Exchanges, is mandatory, the Director of Investor Relations may, at the time of
disclosure, request the suspension of trading of the Securities in such entities. The request
referred to in this subsection shall only be carried out in Brazil if suspension is also
observed by the foreign Stock Exchanges.
2.4. The disclosure referred to in item 2.1. shall be made through publication in newspapers
of general circulation used by the Company and may be made in summary form, indicating
the address on the Internet where complete information is available to all investors with the
same content as that sent to the CVM and to the Stock Exchanges.
2.5. The Investor Relations Officer shall inform the CVM and the Stock Exchanges and
disclose to the market, if applicable, any material act or fact that he may come to disclose
abroad, due to application of standards or regulations of r capital market regulators or
foreign stock exchanges.
2.6. Related Parties that detect omission of the Director of Investor Relations in the
disclosure of any Relevant Act or Fact will only be exempt from their personal
responsibilities when immediately communicating the Material Act or Fact to CVM.
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III. Communication of Shareholding

3.1. Members of the Board of Directors, Officers, members of the Supervisory Board and/or
of any bodies with technical or advisory functions that come to be created by operation of
the Company's bylaws, shall communicate to the CVM, the Company and the domestic
Stock Exchanges the quantity, characteristics and manner of acquisition of the Securities
and securities issued by parent companies or subsidiaries of the Company, which are
publicly-traded companies, or related to them, they hold, as well as any subsequent
changes in their positions.
3.1.1. In the communication addressed in the previous subsection, there shall also be
indication of Securities that are owned by their spouse, partner, any dependent included
in his income tax return and of companies controlled by them, whether directly or
indirectly.
3.2. The communication referred to in this item III shall be made by the persons mentioned
in subsection 3.1. (i) within thirty (30) days after the approval of the Disclosure Policy; (ii)
immediately after taking office; and (iii) within a maximum period of ten (10) days after the
end of the month in which there were changes in the positions held by them, stating the
final position in the period.
IV. Exception to Immediate Disclosure

4.1. Material Acts or Facts may not be disclosed if the Controlling Shareholders or the
Directors believe that their disclosure would jeopardize the legitimate interests of the
Company.
4.2. If information concerning Material Acts or Facts mentioned in the previous subsection
escape the control or atypical fluctuation in price or quantity of the Securities traded takes
place, such Material Acts or Facts must be immediately disclosed by the Director of Investor
Relations or directly by Controlling Shareholders or the Directors.
V. The Non-disclosure Policy

5.1. The Related Parties must maintain the confidentiality of privileged information to which
they have access by virtue of their job or position, until its disclosure to the market, as well
as must ensure that subordinates and others they trust do the same, being jointly liable in
the event of noncompliance.
5.2. Related Parties must make people who will provide services to the Company, including
independent auditors, securities analysts, consultants and distribution system institutions,
observe the provisions of subsection 5.1.
VI. General Provisions

6.1. Compliance with the provisions of the Disclosure Policy does not dispense Related
Parties with compliance with any other obligations imposed by the CVM or by any other law
or regulatory standard.
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6.2. Under paragraph 3 of article 17 of CVM Ruling No. 358, dated 01/03/2002 and the
Disclosure Policy, the Director of Investor Relations will be responsible for enforcing and
monitoring the provisions of the Disclosure Policy.
6.3. Any amendments to the Disclosure Policy shall be communicated to the CVM and the
Stock Exchanges.
21.3. Inform the disclosure of information to managers responsible

implementation, maintenance, evaluation and monitoring of the policy
for
As indicated in subsection 6.2 of item 21.2. above, the Director of Investor Relations of the
Company is primarily responsible for the enforcement and monitoring of the Disclosure Policy.

The Company believes that there is additional significant information to be provided in this
Item 21 of the Reference Form.
22. Extraordinary business
22.1. Indicate the acquisition or disposal of any relevant asset that is not related to
the normal business operation of the issuer for the last 3 fiscal years
The Company has not purchased in the last 3 fiscal years any relevant asset that is not related
to the normal operation of the company's business.
22.2. Indicate significant changes in the conduct of business of the issuer for the last
3 fiscal years
There was no significant change in the operations of the Company in the last 3 fiscal years.
22.3. Identify significant contracts by issuer and its subsidiaries not directly related
to its operating activities for the last 3 fiscal years
In the last 3 fiscal years, the Company or its subsidiaries did not execute any significant
contract that is not related to their operating activities.

If there is any discrepancy between the English and Portuguese versions of this Reference
Form, the Portuguese version shall prevail.
302

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REFERENCE FORM

Base date: 12/31/2013

Usinas Siderrgicas de Minas Gerais S.A. - USIMINAS

Brazilian Securities and Exchange Commission (CVM)

Usinas Siderrgicas de Minas Gerais S.A. - USIMINAS

Brazilian Securities and Exchange Commission (CVM)

Usinas Siderrgicas de Minas Gerais S.A. - USIMINAS

Usinas Siderrgicas de Minas Gerais S.A. Usiminas, a joint

Principal Place of Business

Rua Prof. Jos Vieira de Mendona, 3,011, City of Belo

Investor Relations Officer

Mr. Ronald Seckelmann, with principal place of business at

Ernst & Young Auditores Independentes

Bradesco S/A Corretora de Ttulos e Valores Mobilirios

Common and preferred shares, American Depositary Receipts

Newspapers in Which the

The information related to the Company is published in the

www.usiminas.com. The information on the Companys website is

The Companys shareholders are serviced by the Investor

1. Identification of the parties in charge of the contents of the form

1.1. Chairman and Investor Relations Officers Declaration

Rmel Erwin de Souza

Chief Executive Officer

Deputy Chief Financial Officer and

Rendering of services started on:

Corporate name: Ernst & Young Auditores

Rendering of services ended on:

Technical officers name:

Rogrio Xavier Magalhes

National auditor CVM code : 287-9

Rendering of services started on: 4/1/2008

Corporate Name: PricewaterhouseCoopers Auditores

Rendering of services ended on: 3/31/2013

Carlos Augusto da Silva

2.3. Further information that the Company may deem significant

3. Selected financial information

Values in thousand reais, unless as otherwise stated

g) Asset value of share

h) Net result per share

i) Other accounting information selected by Company

Committee of Accounting Pronouncements

a) Amount of non-accounting measurements; and b) reconciliation of the amounts disclosed

Net result of discontinued operations

(i) Excluded from consolidation, according to the application of CPC 18 (R2).

a) Rules on retained profits

b) Dividend distribution rules

c) Dividend distribution frequency

d) Occasional restrictions to the distribution of dividends imposed by Law or special regulation

Fiscal Year 12/31/2011

Adjusted net income

Dividends paid in relation to

Rate of return in relation to

Total dividends distributed

Retained net income

Date of approval of the

Consolidated Current and Non-Current Liabilities

Taxes Payable in Installments

Acquisition of Minerao Ouro Negro S.A.

Total Current Liabilities + Non-Current

Indebtedness Ratio (Current + Non-current

c) If the Company so wishes, another indebtedness ratio, indicating:

Method used to calculate the ratio