Professional Documents
Culture Documents
Edifcio Phelps
Rua Antnio de Albuquerque, 156
10 andar - Savassi
30112-010 Belo Horizonte, MG, Brasil
A free translation from Portuguese into English of report on review of quarterly information (ITR)
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying individual and consolidated interim financial information included in the quarterly
information referred to above is not fairly presented, in all material respects, in accordance with CPC
21 (R1) and IAS 34 applicable to the preparation of quarterly information (ITR), consistently with the
rules issued by the Brazilian Securities and Exchange Commission (CVM).
Other matters
Statements of value added
We also reviewed the individual and consolidated statement of value added (SVA), for the six-month
period ended June 30, 2015, prepared under the responsibility of Companys management. The
presentation of interim financial information is required in accordance with CVM Standards applicable
to the preparation of quarterly information (ITR), and as supplementary information by IFRS, which do
not require SVA presentation. These statements have been subject to the same review procedures
described above and, based on our review nothing has come to our attention that causes us to believe
that they were not prepared, in all material respects, consistently with the individual e consolidated
interim financial information taken as a whole.
Belo Horizonte, August 5, 2015.
ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-6-F-MG
Toms L. A. Menezes
Accountant CRC-1MG090648/O-0
Contents
Company Information
3
4
5
6
7
8
9
10
Current quarter
06/30/2015
505,260,684
508,525,506
1,013,786,190
2,526,656
23,705,728
26,232,384
Approval Proceeds
02/12/2015 Dividends
02/12/2015 Dividends
Beginning
Type
of Payment
of Share
06/26/2015 Common shares
06/26/2015 Preferred shares
Class of
Share
Earnings
per share
0.02969
0.03267
Account description
Total Assets
Current Assets
Cash and Cash Equivalents
Short-term Investments
Accounts Receivable
Trade Accounts Receivable
Inventories
Other Current Assets
Other
Taxes recoverable
Dividends Receivable
Advance to Suppliers
Financial Instruments
Other
Noncurrent Assets
Long-term Assets
Accounts Receivable
Other Accounts Receivable
Deferred Taxes
Receivables from Related Parties
Other Noncurrent Assets
Judicial Deposits
Properties for Sale
Financial Instruments
Taxes Recoverable
Other
Investments
Ownership interests
Interest Held in Affiliates
Interest Held in Subsidiaries
Interest Held in Jointly-Controlled Subsidiaries
Property, Plant and Equipment (PPE)
Property, Plant and Equipment in Use
Construction in Progress
Intangible Assets
Current quarter
06/30/2015
28,969,443
4,943,879
544,006
292
977,810
977,810
3,059,737
362,034
362,034
154,697
2,759
12,843
967
190,768
24,025,564
2,441,293
20,552
20,552
1,653,505
46,999
720,237
510,612
6,677
144,678
46,911
11,359
8,036,314
8,036,314
156,233
7,278,145
601,936
13,373,669
12,228,186
1,145,483
174,288
Prior year
12/31/2014
28,868,053
4,858,106
609,367
305
981,366
981,366
2,896,272
370,796
370,796
134,059
37,057
11,561
5,711
182,408
24,009,947
2,218,803
20,464
20,464
1,501,384
66,033
630,922
485,953
6,688
74,518
52,404
11,359
8,178,507
8,178,507
150,901
7,410,394
617,212
13,447,252
11,616,856
1,830,396
165,385
Account description
Total Liabilities
Current Liabilities
Social and Labor Liabilities
Trade Accounts Payable
Tax Liabilities
Federal Tax Liabilities
Taxes Payable
Loans and Financing
Loans and Financing
Debentures
Other Liabilities
Payables to related parties
Other
Dividends and Interest on Equity Payable
Accounts Payable
Taxes in installments
Financial Instruments
Advances from Customers
Noncurrent Liabilities
Loans and Financing
Loans and Financing
Debentures
Other Liabilities
Payables to Related Parties
Other
Financial Instruments
Other Accounts Payable
Provisions
Provisions for Tax, Social Security, Labor and Civil Contingencies
Provisions for Social Security and Labor Contingencies
Contingent Liabilities
Equity
Paid-in Capital
Capital Reserves
Income Reserves
Legal Reserve
Statutory Reserve
For Investments and Working Capital
Retained Earnings (Accumulated Losses)
Equity Adjustments
Current quarter
06/30/2015
28,969,443
4,876,908
238,675
1,683,240
35,055
35,055
35,055
2,247,274
2,194,283
52,991
672,664
447,766
224,898
139
52,595
6,679
146,731
18,754
8,281,090
6,409,053
5,410,188
998,865
295,173
68,860
226,313
198,335
27,978
1,576,864
1,576,864
1,205,735
371,129
15,811,445
12,150,000
324,267
3,831,060
706,065
2,967,345
157,650
(837,459)
343,577
Prior year
12/31/2014
28,868,053
4,397,432
215,131
1,552,122
63,606
63,606
63,606
1,656,659
1,606,567
50,092
909,914
651,443
258,471
30,935
76,405
6,431
94,045
50,655
7,750,957
5,956,973
4,958,424
998,549
266,524
57,780
208,744
182,216
26,528
1,527,460
1,527,460
1,181,035
346,425
16,719,664
12,150,000
318,851
3,831,060
706,065
2,967,345
157,650
419,753
Account code
3.01
3.02
3.03
3.04
3.04.01
3.04.02
3.04.04
3.04.05
3.04.06
3.05
3.06
3.07
3.08
3.08.01
3.08.02
3.09
3.11
3.99
3.99.01
3.99.01.01
3.99.01.02
3.99.02
3.99.02.01
3.99.02.02
Account description
Revenue from Sales and/or Services
Cost of Sales and/or Services
Gross Profit
Operating Income (Expenses)
Selling expenses
General and Administrative Expenses
Other Operating Expenses
Other Operating Expenses
Equity Pickup
Income Before Financial Income (Expense) And Taxes
Financial Income (Expenses), Net
Income Before Income Taxes
Income and Social Contribution Taxes
Current
Deferred
Net income (loss) from continuing operations
Income/Loss for the Period
Earnings (Loss) per Share (Reais / Shares)
Basic Earnings per Share
Registered Common Shares (RCS)
Registered Preferred Shares (RPS)
Diluted Earnings per Share
RCS
RPS
YTD
01/01/2015 to 06/30/2015
4,956,287
(4,688,608)
267,679
(366,849)
(70,223)
(161,001)
171,472
(338,345)
31,248
(99,170)
(863,358)
(962,528)
112,881
112,881
(849,647)
(849,647)
YTD 01/01/2014 to
06/30/2014
5,792,845
(5,287,959)
504,886
(64,280)
(64,086)
(176,480)
292,432
(204,530)
88,384
440,606
(10,600)
430,006
(130,977)
(286)
(130,691)
299,029
299,029
(0.61)
(0.61)
(0.86)
(0.86)
0.11
0.12
0.29
0.32
(0.61)
(0.61)
(0.86)
(0.86)
0.11
0.12
0.29
0.32
Account
code
4.01
4.02
4.02.01
4.02.03
4.03
Account description
Net Income for the Period
Other Comprehensive Income
Actuarial Gain (Loss) on Retirement Benefits
Hedge Accounting
Comprehensive Income (Loss) for the Period
Current quarter
04/01/2015 to 06/30/2015
(602,187)
(36,282)
(36,282)
(638,469)
YTD - current
01/01/2015 to 06/30/2015
(849,647)
(68,812)
(68,812)
(918,459)
Account description
Net Cash from Operating Activities
Cash From Operations
Net Income (Loss) for the Year
Charges and Monetary/Exchange Gains (Losses),
Net
Interest Expenses
Depreciation and Amortization
Gain/Loss on Sale of Property and Equipment
Equity Pickup
Stock Option Plan
Deferred Income and Social Contribution Taxes
Set up (Reversal) of Provisions
Actuarial Gains (Losses)
Impairment of assets
Changes in Assets and Liabilities
Trade Accounts Receivable
Inventories
Taxes Recoverable
Receivables from Related Parties
Judicial Deposits
Other Increase (Decrease) In Assets
Suppliers, contractors and freight
Advances from Customers
Payables to Related Parties
Taxes Payable
Actuarial Liabilities Paid
Other Increase (Decrease) in Liabilities
Other
Interest Paid
Income and Social Contribution Taxes Paid
Net Cash from Investing Activities
Proceeds from the Sale of Property, Plant and
Equipment
Purchases of Property, Plant and Equipment
Purchases of Intangible Assets
Dividends Received
Proceeds from Divestiture / Acquisition of
Investments
Purchase of Software
Marketable Securities
Net Cash from Financing Activities
Loans and Financing Taken out and Debentures
Repayment of Loans and Financing
Payment of Taxes in Installments
Swap Transaction Settlement
Dividends and Interest on Equity Paid
Exchange Gain (Loss) on Cash and Cash
Equivalents
Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents
Cash and cash Equivalents at end of Period
YTD
01/01/2015 to 06/30/2015
(172,525)
521,027
(849,647)
785,513
96,759
487,879
(6,100)
(31,248)
5,416
(112,881)
20,596
7,694
117,046
(398,101)
15,179
(129,593)
(15,145)
19,034
(24,660)
(35,666)
127,708
(153,023)
(68,065)
(28,551)
(87,254)
(18,065)
(295,451)
(294,177)
(1,274)
(297,340)
14,146
82,209
457,603
(25,647)
(88,384)
6,774
130,691
36,351
1,964
(731,202)
(109,661)
(199,626)
50,707
897
(23,094)
(99,601)
(62,297)
764
(59,828)
(34,093)
(90,685)
(104,685)
(269,175)
(258,832)
(10,343)
(114,906)
6,307
(383,479)
92,461
26,041
(418,870)
(31,056)
300,462
(12,642)
13
420,475
1,698,925
(1,216,281)
(31,373)
(30,796)
16,486
(5,192)
(2,777)
(78,423)
801,674
(850,138)
(4,153)
(25,547)
(259)
(15,971)
(65,361)
609,367
544,006
(3,879)
(282,849)
713,242
430,393
Account
code
5.01
5.03
5.04
5.04.03
5.04.08
5.04.09
5.05
5.05.01
5.05.02
5.05.02.06
5.07
Account description
Opening balances
Adjusted Opening Balances
Capital Transactions with Shareholders
Recognized Options Granted
Unclaimed Dividends
Adjustment from IAS 29 on Property, Plant
and Equipment
Total Comprehensive Income
Net Income for the Period
Other Comprehensive Income (Loss)
Actuarial loss on retirement benefits
Closing Balances
Paid-in
capital
12,150,000
12,150,000
-
Capital reserves,
options granted and
treasury shares
318,851
318,851
5,416
5,416
-
Income
reserves
3,831,060
3,831,060
-
12,150,000
324,267
3,831,060
Retained
earnings
Other
(accumulated Comprehensive
losses)
Income (loss)
Equity
419,753 16,719,664
419,753 16,719,664
12,188
(7,364)
10,240
959
6,375
71
71
11,158
(849,647)
(849,647)
(837,459)
(7,364)
3,794
(68,812)
(918,459)
(849,647)
(68,812)
(68,812)
(68,812)
(68,812)
343,577 15,811,445
Account code
5.01
5.03
5.04
5.04.03
5.04.05
5.04.08
5.04.09
5.05
5.05.01
5.05.02
5.05.02.06
5.05.02.08
5.07
Account description
Opening Balances
Adjusted Opening Balances
Capital Transactions with Shareholders
Recognized Options Granted
Treasury Shares Sold
Unclaimed Dividends
Adjustment from IAS 29 on Property, Plant and
Equipment
Total Comprehensive Income
Net Income for the Period
Other Comprehensive Income (Loss)
Actuarial loss on retirement benefits
Cash Flow Hedge in Subsidiary
Closing Balances
Paid-in
capital
12,150,000
12,150,000
-
Capital reserves,
options granted and
treasury shares
313,084
313,084
7,324
6,774
550
-
Income
reserves
3,699,154
3,699,154
-
12,150,000
320,408
3,699,154
Retained
Other
earnings Comprehensi
(accumulated
ve Income
losses)
(loss)
549,670
549,670
13,374
(7,997)
1,002
258
12,114
299,010
299,029
(19)
(19)
312,384
(7,997)
(56,725)
(56,725)
(59,856)
3,131
484,948
Equity
16,711,908
16,711,908
12,701
6,774
1,552
258
4,117
242,285
299,029
(56,744)
(59,875)
3,131
16,966,894
Account description
Revenue
Sales of Goods, Products and Services
Other Revenues
(Reversal of) Allowance for Doubtful Accounts
Inputs Acquired from Third Parties
Costs of Products Goods and Services Sold
Materials, Energy, Third-Party Services and Other
Expenses
Gross Value Added
Retentions
Depreciation, Amortization and Depletion
Net Value Added Produced
Value Added Received in Transfer
Equity Pickup
Financial Revenues
Other
Actuarial Gains (Losses)
Exchange Gain (Loss), Net
Total Value Added to be Distributed
Distribution of Value Added
Personnel
Direct Compensation
Benefits
Unemployment Compensation Fund (FGTS)
Taxes, Rates and Contributions
Federal
State
Municipal
Debt Remuneration
Interest
Other
Foreign exchange gains and losses, net
YTD
01/01/2015 to 06/30/2015
6,443,769
6,314,396
129,585
(212)
(5,301,661)
(4,796,511)
(505,150)
1,142,108
(487,879)
(487,879)
654,229
126,951
31,248
103,397
(7,694)
(7,694)
781,180
781,180
465,382
395,616
32,534
37,232
198,690
126,441
43,385
28,864
966,755
330,059
636,696
601,933
34,763
(849,647)
(849,647)
(412,641)
1,939,596
(457,603)
(457,603)
1,481,993
345,155
88,384
90,358
166,413
(1,964)
168,377
1,827,148
1,827,148
463,541
371,535
56,265
35,741
795,243
485,549
283,922
25,772
269,335
302,469
(33,134)
(33,134)
299,029
299,029
10
Account description
Total Assets
Current Assets
Cash and Cash Equivalents
Short-term Investments
Accounts Receivable
Trade Accounts Receivable
Inventories
Other Current Assets
Other
Taxes recoverable
Dividends Receivable
Advances to Suppliers
Other Accounts Receivable
Financial Instruments
Noncurrent Assets
Long-term Assets
Accounts Receivable
Inventories
Deferred Taxes
Receivables from Related Parties
Other Noncurrent Assets
Judicial Deposits
Financial Instruments
Taxes Recoverable
Other
Investments
Ownership Interest
Interests Held in Affiliates
Other Ownership Interests
Property, Plant and Equipment (PP&E)
Property, Plant and Equipment in Use
Construction in Progress
Intangible Assets
11
Account description
Total Liabilities
Current Liabilities
Social and Labor Liabilities
Trade Accounts Payable
Tax Liabilities
Federal Tax Liabilities
Income and Social Contribution Taxes Payable
Taxes Payable
Loans and Financing
Loans and Financing
Debentures
Other liabilities
Payables to Related Parties
Other
Dividends and Interest on Equity Payable
Taxes in installments
Financial Instruments
Advances from Customers
Accounts Payable
Noncurrent Liabilities
Loans and Financing
Loans and Financing
Debentures
Other Liabilities
Other
Taxes in Installments
Financial Instruments
Other
Provisions
Provisions for Tax, Social Security, Labor and
Civil Contingencies
Provisions for Social Security and Labor
Contingencies
Contingent Liabilities
Other Provisions
Provisions for Environmental Liabilities and
Decommissioning
Equity - Consolidated
Paid-in Capital
Capital reserves
Income Reserves
Legal Reserve
Statutory Reserve
For Investments and Working Capital
Retained Earnings (Accumulated Losses)
Equity Adjustments
Noncontrolling Shareholders
1,714,318
1,663,647
1,213,051
501,267
92,149
1,187,788
475,859
85,143
92,149
17,678,366
12,150,000
324,267
3,831,060
706,065
2,967,345
157,650
(837,459)
343,577
1,866,921
85,143
18,761,615
12,150,000
318,851
3,831,060
706,065
2,967,345
157,650
419,753
2,041,951
12
Account description
Revenue from Sales and/or Services
Cost of Sales and/or Services
Gross Profit
Operating Income (Expenses)
Selling Expenses
General and Administrative Expenses
Other Operating Revenues
Other Operating Expenses
Equity Pickup
Income Before Financial Income (Expense) and
Taxes
Financial Income (Expenses), Net
Income Before Income Taxes
Income and Social Contribution Taxes
Current
Deferred
Net Income from Continuing Operations
Consolidated Income (Loss) for the Period
Attributed to Shareholders of Parent Company
Attributable to Noncontrolling Shareholders
Earnings (Loss) per Share (Reais / Shares)
Basic Earnings per Share
RCS
RPS
Diluted Earnings per Share
RCS
RPS
YTD
01/01/2015 to 06/30/2015
5,357,184
(5,008,185)
348,999
(1,361,102)
(111,689)
(230,292)
205,805
(1,270,888)
45,962
(1,059,552)
(40,629)
(1,100,181)
319,383
(6,420)
325,803
(780,798)
(780,798)
(602,187)
(178,611)
(1,012,103)
(401,529)
(1,413,632)
397,454
(26,076)
423,530
(1,016,178)
(1,016,178)
(849,647)
(166,531)
260,528
(58,561)
201,967
(73,356)
(18,248)
(55,108)
128,611
128,611
114,415
14,196
641,300
(76,618)
564,682
(214,443)
(75,202)
(139,241)
350,239
350,239
299,029
51,210
(0.61)
(0.61)
(0.86)
(0.86)
0.11
0.12
0.29
0.32
(0.61)
(0.61)
(0.86)
(0.86)
0.11
0.12
0.29
0.32
13
Account
code
Account description
4.01
4.02
4.02.01
4.02.03
4.03
Hedge Accounting
Consolidated Comprehensive Income (Loss) for
the Period
4.03.01
4.03.02
YTD
01/01/2015 to 06/30/2015
(780,798)
(1,016,178)
128,611
350,239
(36,282)
(36,282)
(68,812)
(68,812)
(21,155)
(21,155)
(56,725)
(59,856)
3,131
(817,080)
(1,084,990)
107,456
293,514
(638,469)
(178,611)
(918,459)
(166,531)
93,260
14,196
242,304
51,210
14
Account description
Net Cash from Operating Activities
Cash From Operations
Net Income (Loss) for the Year
Charges and Monetary/Exchange Gains
(Losses), Net
Interest Expenses
Depreciation and Amortization
Gain/Loss on sale of Property, Plant and
Equipment
Equity Pickup
Stock Option Plan
Deferred Income and Social Contribution
Taxes
Set up (Reversal) of Provisions
Actuarial Gains (Losses)
Impairment of assets
Changes in Assets and Liabilities
Trade Accounts Receivable
Inventories
Taxes Recoverable
Judicial Deposits
Receivables from Related Parties
Other (Increase) Decrease in Assets
Suppliers, contractors and freight
Payables to Related Parties
Advances from Customers
Taxes Payable
Actuarial Liabilities Paid
Other Increase (Decrease) in Liabilities
Other
Interest Paid
Income and Social Contribution Taxes Paid
Net Cash from Investing Activities
Proceeds from the Sale of Property, Plant and
Equipment
Purchases of Property, Plant and Equipment
Proceeds from Divestiture / Acquisition of
Investments
Additions to Intangible Assets
Dividends Received
Purchase of Software
Marketable Securities
Net Cash from Financing Activities
Loans and Financing Taken out and
Debentures
Repayment of Loans and Financing
Payment of Taxes in Installments
Swap Transaction Settlement
Dividends and Interest on Equity Paid
Exchange Gain (Loss) on Cash and Cash
Equivalents
Increase (Decrease) in Cash and Cash
Equivalents
Cash and Cash Equivalents at Beginning of
Period
Cash and cash Equivalents at End of Period
YTD
01/01/2015 to 06/30/2015
31,338
787,980
(1,016,178)
575,016
67,779
610,772
77,898
66,705
544,615
(4,630)
(45,962)
5,416
(27,211)
(104,532)
6,774
(423,530)
25,993
8,258
985,046
(471,356)
(110,951)
(45,084)
(11,561)
(33,151)
17,753
(112,876)
120,924
(150,078)
(40,282)
(26,836)
(87,254)
8,040
(285,286)
(278,677)
(6,609)
(564,348)
139,241
42,941
2,592
(720,392)
17,334
(308,962)
12,770
(29,519)
(763)
(74,978)
(109,734)
16,638
(71,456)
(35,588)
(90,685)
(45,449)
(305,580)
(246,236)
(59,344)
(465,961)
6,315
(444,237)
39,016
(488,918)
38,119
(14,215)
(150,330)
435,828
(94,533)
(31,056)
96,598
(9,685)
22,617
(155,200)
1,698,925
(1,223,887)
(577)
662
(39,295)
802,496
(864,391)
(4,689)
(8,844)
(79,772)
(15,971)
(3,879)
(113,153)
(551,750)
2,109,812
1,996,659
2,633,187
2,081,437
15
Account
code
5.01
5.03
5.04
5.04.03
5.04.06
5.04.08
5.04.09
5.05
5.05.01
5.05.02
Account description
Opening Balances
Adjusted Opening Balances
Capital Transactions with
Shareholders
Recognized Options Granted
Dividends
Unclaimed Dividends
Adjustment from IAS 29 on Property,
Plant and Equipment
Total Comprehensive Income (Loss)
Net Income (Loss) for the Period
Other Comprehensive Income (Loss)
Paid-in
capital
12,150,000
12,150,000
Capital reserves,
Retained
options granted
earnings
Other
and treasury
Income (accumulated Comprehensive
Noncontrolling
Equity shares reserves
losses) Income (Loss)
Equity
shareholders Consolidated
318,851 3,831,060
419,753 16,719,664
2,041,951
18,761,615
318,851 3,831,060
419,753 16,719,664
2,041,951
18,761,615
5,416
5,416
-
12,188
959
71
(7,364)
-
10,240
6,375
71
(8,499)
(8,499)
-
1,741
6,375
(8,499)
71
11,158
(849,647)
(849,647)
-
(7,364)
(68,812)
(68,812)
3,794
(918,459)
(849,647)
(68,812)
(166,531)
(166,531)
-
3,794
(1,084,990)
(1,016,178)
(68,812)
324,267 3,831,060
(837,459)
(68,812)
(68,812)
343,577 15,811,445
1,866,921
(68,812)
17,678,366
12,150,000
16
Account
code
5.01
5.03
Account description
Opening Balances
Adjusted Opening Balances
Capital Transactions with
5.04
Shareholders
5.04.03
Recognized Options Granted
5.04.05
Treasury Shares Sold
5.04.06
Dividends
5.04.08
Unclaimed Dividends
Adjustment from IAS 29 on
5.04.09
Property, Plant and Equipment
5.05
Total Comprehensive Income
5.05.01
Net Income for the Period
Other Comprehensive Income
5.05.02
(Loss)
Actuarial loss on retirement
5.05.02.06 benefits
5.05.02.08
5.07
Paid-in
capital
12,150,000
12,150,000
Capital reserves,
Retained
options granted
earnings
Other
and treasury
Income (accumulated Comprehensive
Noncontrolling
Equity shares reserves
losses) Income (Loss)
Equity
shareholders Consolidated
313,084 3,699,154
549,670 16,711,908
2,122,037
18,833,945
313,084 3,699,154
549,670 16,711,908
2,122,037
18,833,945
7,324
6,774
550
-
13,374
1,002
258
(7,997)
-
12,701
6,774
1,552
258
(78,819)
(78,819)
-
(66,118)
6,774
1,552
(78,819)
258
12,114
299,010
299,029
(7,997)
(56,725)
-
4,117
242,285
299,029
51,385
51,210
4,117
293,670
350,239
(19)
(56,725)
(56,744)
175
(56,569)
(19)
(59,856)
(59,875)
175
(59,700)
320,408 3,699,154
312,384
3,131
3,131
484,948 16,966,894
2,094,603
3,131
19,061,497
12,150,000
17
Account description
Revenue
Sales of Goods, Products and Services
Other Revenues
(Reversal of) Allowance for Doubtful Accounts
Inputs Acquired from Third Parties
Costs of Products Goods and Services Sold
Materials, Energy, Third-Party Services and Other
Expenses
Gross Value Added
Retentions
Depreciation, Amortization and Depletion
Net Value Added Produced
Value Added Received in Transfer
Equity Pickup
Financial Revenues
Other
Actuarial Gains and Losses
Exchange Gains (Losses), Net
Total Value Added to be Distributed
Distribution of Value Added
Personnel
Direct Compensation
Benefits
Unemployment Compensation Fund (FGTS)
Taxes, Rates and Contributions
Federal
State
Municipal
Debt Remuneration
Interest
Other
Foreign exchange gains and losses, net
YTD
01/01/2015 to 06/30/2015
7,383,729
7,222,407
162,054
(732)
(6,654,646)
(5,119,061)
(1,535,585)
729,083
(610,772)
(610,772)
118,311
221,643
45,962
183,939
(8,258)
(8,258)
339,954
339,954
778,443
686,736
39,831
51,876
(7,779)
(73,088)
26,436
38,873
585,468
339,201
246,267
304,985
(58,718)
(1,016,178)
(849,647)
(166,531)
(601,409)
2,540,114
(544,615)
(544,615)
1,995,499
384,962
104,532
176,336
104,094
(2,592)
106,686
2,380,461
2,380,461
761,038
643,281
67,186
50,571
909,544
609,303
264,937
35,304
359,640
335,079
24,561
24,561
350,239
299,029
51,210
18
Operations
Usinas Siderrgicas de Minas Gerais S.A. - USIMINAS (USIMINAS, Usiminas, Parent
Company or Company), headquartered in the city of Belo Horizonte, Minas Gerais state,
is a publicly-held company with its shares traded on BM&FBOVESPA - Bolsa de Valores,
Mercadorias e Futuros under the tickers USIM3, USIM5 and USIM6.
The Company and its subsidiaries, jointly-controlled subsidiaries and affiliates (collectively,
Usiminas Companies) have as business purpose the carrying out of metallurgical
activities and other related activities, such as iron ore extraction, steel transformation,
production of capital assets and logistics. It currently has two steel mills with nominal
production capacity of 9.5 million tons a year, located in the cities of Ipatinga, Minas
Gerais state and Cubato, So Paulo state, in addition to iron ore reserves, service and
distribution centers, maritime ports, cargo terminals, strategically located in several
Brazilian cities.
In order to expand its business activity, the Company holds, directly or indirectly, interest in
subsidiaries, jointly-controlled subsidiaries and affiliates, as mentioned in Note 1 to the
financial statements as at December 31, 2014.
3.1
19
Considering that there were no significant changes in relation to the breakdown and nature
of the balances stated in the financial statements as at December 31, 2014, the following
Notes are presented in a summarized manner for the six-month period ended June 30,
2015:
8
12
13
14
15
16
17
18
19
20
21
27
The individual and consolidated interim financial information was prepared in accordance
with International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board (IASB) and accounting practices adopted in Brazil, issued by
Brazilian Financial Accounting Standards Board - FASB (CPC), approved by the Brazilian
Securities and Exchange Commission (CVM).
In addition, the Company considered the guidance provided for in Accounting Guidance
OCPC 07, issued by the Brazilian FASB (CPC) in November 2014, in preparing its interim
financial information. Thus, relevant data of the interim financial information is evidenced
and corresponds to that used by management in the administration thereof.
Individual and consolidated interim financial information
The individual and consolidated interim financial information, presented herein as
Company and Consolidated, respectively, was prepared and is presented in accordance
with CPC 21 (R1) and IAS 34, Interim Financial Reporting, consistently with the CVM
rules.
3.2
20
The information related to: (a) cash flow of financial instruments; (b) assets and liabilities
pegged to foreign exchange rate variation; (c) opening of loans and financings and
debentures by currency and interest rate; (d) financial leverage ratio; and (e) the fair value
of loans and financing and other financial assets and liabilities had no significant changes
in relation to that disclosed in the Companys financial statements at December 31, 2014
and, therefore, management decided not to repeat the disclosure in the interim financial
information at June 30, 2015.
4.1
Currency risk
Usiminas Companies operate internationally and are exposed to currency risk arising from
exposures to certain currencies, primarily with respect to the US dollar and, to a lesser
extent, the yen and euro. Currency risk arises from recognized assets and liabilities in
foreign currency and investments in foreign transactions.
As a preventive measure and to reduce the effects of exchange gain/loss, management
has adopted a policy of carrying out swaps and, in addition, to have its assets pegged to
the exchange restatement, as follows:
Company
12/31/2014
06/30/2015
Assets in foreign currency
Cash and cash equivalents
Marketable securities
Trade accounts receivable
Advances to suppliers
Net exposure
Consolidated
06/30/2015
12/31/2014
170,000
261,200
15,059
209,516
218,652
9,696
420,435
892,123
261,888
15,582
432,188
741,779
198,389
12,183
446,259
437,864
1,590,028
1,384,539
(4,463,928)
(3,440,873)
(3,327,611)
(2,436,521)
(654,570)
(11,995)
(11,813)
(479,763)
(140,222)
(8,025)
(658,765)
(20,652)
(11,610)
(483,388)
(140,222)
(8,025)
(5,142,306)
(4,068,883)
(4,018,638)
(3,068,156)
(4,696,047)
(3,631,019)
(2,428,610)
(1,683,617)
4.2
(a)
21
Currencies used in the sensitivity analysis and their respective scenarios are as follows:
06/30/2015
Exchange rate at
the end of the
period
3.1026
Scenario I
3.2577
Scenario II
3.8783
Scenario III
4.6539
EUR
3.4603
3.6333
4.3254
5.1905
YEN
0.02541
0.0267
0.0318
0.0381
Currency
US$
The effects on financial expenses considering scenarios I, II and III are as follows:
Currency
Scenario I
US$
EUR
YEN
(79,544)
(440)
(80)
Consolidated
06/30/2015
Scenario II
Scenario III
(397,719)
(2,198)
(398)
(795,438)
(4,397)
(796)
Index
CDI
TJLP
LIBOR
TR
Scenario I
14.3%
6.3%
0.8%
0.3%
Scenario II
17.1%
7.5%
1.0%
0.4%
Scenario III
20.5%
9.0%
1.2%
0.5%
(i) Annual rates, except for TR, which comprises the period from April to June 2015.
The effects on financial expenses considering scenarios I, II and III are as follows:
Index
CDI
TJLP
LIBOR
TR
Scenario I
(19,332)
(1,523)
(384)
-
Consolidated
06/30/2015
Scenario II
(96,662)
(7,615)
(1,921)
(1)
Scenario III
(193,325)
(15,231)
(3,842)
(1)
22
The specific interest rates to which the Company is exposed, and that are related to loans,
financing and debentures, are presented in Note 19 to the financial statements at
December 31, 2014, and are mainly composed of LIBOR, TJLP and CDI.
Derivative financial instruments pegged to interest rates were included in the sensitivity
analysis of changes in interest rates, based on the objective of these instruments, which is
to minimize the impact of fluctuations in interest rates.
(a)
Company
Index
Maturity month/year
06/30/2015
Long position
06/30/2015
Short position
Long position
Short position
12/31/2014
06/30/2015
06/30/2015
12/31/2014
Gain (loss)
09/10 to 03/17
01/08 to 01/18
06/06 to 06/16
03/14 to 03/15
03/14 to 03/15
06/14 to 06/19
06/14 to 06/19
02/15 to 05/15
04/15 to 04/17
04/15 to 04/25
06/15 to 07/15
3.05% p.a.
Dollar + 7.34% p.a.
Dollar + 8.35% p.a.
108.5% OF CDI
108.5% of CDI
109% of CDI
111.75% of CDI
Dollar
109.75% of CDI
95.00% of CDI
3.1330 + EV
USD 85,713
JPY 42,952,000
JPY 22,800,000
USD 135,233
USD 100,200
USD 12,400
USD 31,230
R$ 59,000
USD 50,000
USD 85,713
USD 400,000
USD 200,000
R$ 300,000
R$ 300,000
USD 12,400
R$ 100,041
R$ 59,000
USD 50,000
USD 85,713
JPY 42,952,000
JPY 22,800,000
USD 19,149
USD 20,454
USD 135,233
-
USD 85,713
USD 400,000
USD 200,000
R$ 45,000
R$ 48,000
R$ 300,000
-
(4,032)
(244,827)
(64,006)
111,713
7,620
(5,424)
(1,432)
967
(5,125)
(192,202)
(51,253)
2,818
2,893
46,837
-
(1,476)
(72,637)
(27,151)
7,886
8,389
51,576
7,620
(3,079)
(5,424)
(1,432)
966
(34,762)
(199,421)
(196,032)
23
(b)
Consolidated
Index
Maturity month/year
06/30/2015
Long position
06/30/2015
Short position
Long position
12/31/2014
06/30/2015
06/30/2015
12/31/2014
Gain (loss)
09/10 to 03/17
01/08 to 01/18
06/06 to 06/16
03/14 to 03/15
03/14 to 03/15
06/14 to 06/19
06/06 to 06/16
01/08 to 01/18
06/14 to 06/19
02/15 to 05/15
04/15 to 04/17
04/15 to 04/25
06/15 to 07/15
3.05% p.a.
Dollar + 7.34% p.a.
Dollar + 8.35% p.a.
108.5% of CDI
108.5% of CDI
109% of CDI
Yen + 4.275 % p.a.
Yen + 4.1165 % p.a.
111.75% CDI
Dollar
109.75% of CDI
95.00% of CDI
3.1330 + EV
USD 85,713
JPY 42,952,000
JPY 22,800,000
USD 135,233
USD 200,000
USD 400,000
USD 100,200
USD 12,400
USD 31,230
R$ 59,000
USD 50,000
USD 85,713
USD 400,000
USD 200,000
R$ 300,000
JPY 22,800,000
JPY 42,952,000
R$ 300,000
USD 12,400
R$ 100,041
R$ 59,000
USD 50,000
USD 85,713
JPY 42,952,000
JPY 22,800,000
USD 19,149
USD 20,454
USD 135,233
USD 200,000
USD 400,000
-
USD 85,713
USD 400,000
USD 200,000
R$ 45,000
R$ 48,000
R$ 300,000
JPY 22,800,000
JPY 42,952,000
-
(4,032)
(244,827)
(64,006)
111,713
62,924
235,712
7,620
(5,424)
(1,432)
967
(5,125)
(192,202)
(51,253)
2,818
2,893
46,837
50,796
186,394
-
(1,476)
(72,637)
(27,151)
7,886
8,389
51,576
25,491
67,990
7,620
(3,079)
(5,424)
(1,432)
966
58,719
99,215
41,158
The book balances of transactions with derivative financial instruments are as follows:
Company
06/30/2015
12/31/2014
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Consolidated
06/30/2015
12/31/2014
967
144,678
(146,731)
(198,335)
5,711
74,518
(94,045)
(182,216)
108,699
335,582
(146,731)
(198,335)
65,392
252,027
(94,045)
(182,216)
(199,421)
(196,032)
99,215
41,158
Company
06/30/2015
06/30/2014
On cost of sales
On financial income (expenses)
Consolidated
06/30/2015
06/30/2014
(34,763)
(136)
33,134
58,718
(136)
(24,561)
(34,763)
32,998
58,718
(24,697)
Consolidated
06/30/2015
12/31/2014
16,145
170,000
31,391
209,516
21,030
183,621
51,253
236,317
357,861
-
368,460
-
1,555,194
236,814
1,626,371
195,871
544,006
609,367
1,996,659
2,109,812
Highly liquid short-term investments in Bank Deposit Certificates (CDBs) are remunerated
at the average variation of 102% of the Interbank Deposit Certificate (CDI) in the six-month
period.
At June 30, 2015, Usiminas Companies do not have secured accounts.
24
Marketable securities
Company
06/30/2015
12/31/2014
Short-term investments abroad (Time Deposit)
Repurchase agreements
Consolidated
06/30/2015
12/31/2014
292
305
892,123
298
741,779
312
292
305
892,421
742,091
Short-term investments abroad earn interest at fixed rates and are adjusted for currency
fluctuations.
None of these financial assets is expired or impaired.
Consolidated
06/30/2015
12/31/2014
577,767
243,787
572,064
141,795
1,088,316
244,378
1,070,142
150,847
(51,342)
(50,875)
(76,415)
(76,812)
770,212
662,984
1,256,279
1,144,177
157,109
50,489
221,783
96,599
50,568
50,586
34,575
67,942
207,598
318,382
101,154
102,517
977,810
981,366
1,357,433
1,246,694
Trade accounts receivable do not qualify for financing and are initially measured and
recorded at fair value.
At June 30, 2015, changes in allowance for doubtful accounts for trade accounts
receivable of Usiminas Companies are as follows:
Company
Consolidated
(50,875)
(76,812)
(212)
652
(255)
(255)
(51,342)
(76,415)
The set up and reversal of the allowance for doubtful accounts of impaired trade accounts
receivable were recorded in P&L for the year as Selling expenses. The amounts debited
to the allowance account are written off when they are not expected to be collectible.
The maximum exposure to credit risk at the financial statement reporting date is the book
value of each class of the above-mentioned receivables, before set up of the allowance for
doubtful accounts. Usiminas Companies has no security as collateral for trade accounts
receivable.
25
Inventories
Consolidated
06/30/2015
12/31/2014
Company
06/30/2015
12/31/2014
Current assets
Finished products
Work-in-process
Raw materials
Suppliers and spare parts
Imports in transit
Other
769,710
891,296
499,818
531,861
163,211
203,841
3,059,737
710,076
941,056
413,083
516,738
126,489
188,830
2,896,272
923,697
914,563
800,899
592,121
163,546
200,881
3,595,707
946,135
973,720
709,246
574,528
126,912
186,210
3,516,751
128,159
54,942
3,059,737
2,896,272
3,723,866
3,571,693
Noncurrent assets
Finished products
At June 30, 2015, the Company had a provision for reduction at the market value and
obsolescence of inventory items in the amount of R$42,772 (R$14,682 at December 31,
2014). In Consolidated, this provision amounted to R$48,598 (R$19,568 at December 31,
2014).
At June 30, 2015, the Company recorded inventories amounting to R$17,498 (R$16,430 at
December 31, 2014) given as guarantee of legal proceedings.
10
Taxes recoverable
Company
06/30/2015
Current
Prepaid IRPJ/CSLL
Contribution Tax on Gross Revenue for
Social Integration Program (PIS)
Contribution Tax on Gross Revenue for
Social Security Financing (COFINS)
State Value-Added Tax (ICMS)
Federal VAT (IPI)
Export Credit Reintegra (i)
Other taxes
12/31/2014
Noncurrent
Current
Noncurrent
58,259
43,838
2,801
2,496
12,876
55,086
3,120
16,107
6,448
35,201
11,710
11,498
59,390
12,478
4,359
40,694
11,710
154,697
46,911
134,059
52,404
Consolidated
06/30/2015
Current
Prepaid IRPJ/CSLL
PIS
COFINS
ICMS
IPI
Export Credit Reintegra (i)
Other taxes
(i)
12/31/2014
Noncurrent
Current
Noncurrent
135,006
3,819
18,238
134,409
15,009
16,107
44,689
159
731
74,663
11,865
129,216
3,094
14,358
158,690
17,638
12,478
22,944
216
996
82,758
11,865
367,277
87,418
358,418
95,835
This refers to the Brazilian Special Tax Refund Regime for Exporting Companies (REINTEGRA), whose objective is to
refund amounts arising from residual tax costs computed in the export companies productive chain. The Companys
enrollment with Reintegra was terminated on January 1, 2014.
26
11
(a)
Income taxes
Income and social contribution taxes differ from the theoretical value that would be
obtained by using the nominal rates of these taxes, applicable to book income before
taxation due to adjustments provided by the Brazilian tax law, as under:
Company
06/30/2015
06/30/2014
Consolidated
06/30/2015
06/30/2014
(962,528)
34%
327,260
430,006
34%
(146,202)
(1,413,632)
34%
480,635
564,682
34%
(191,992)
12,398
(8,901)
(18,467)
(199,409)
-
40,173
(11,805)
(12,832)
(311)
15,627
732
(16,649)
(199,409)
179
118,968
(2,629)
35,541
926
(15,187)
657
(41,888)
(2,500)
112,881
(130,977)
397,454
(214,443)
Current
Deferred
112,881
(286)
(130,691)
(26,076)
423,530
(75,202)
(139,241)
112,881
(130,977)
397,454
(214,443)
The differences between the assets and liabilities tax bases included in the accounting
records and prepared in accordance with International Financial Reporting Standards
(IFRS) and the Brazilian FASB (CPC), were recognized as temporary differences for
accounting purpose of deferred taxes as a matching entry of expense (or income) in P&L.
There are no current income tax items presented in equity in the financial statements.
(b)
1,501,384
112,881
35,449
3,790
1
2,018,129
423,530
35,449
3,790
146
1,653,505
2,481,044
27
Consolidated
06/30/2015
12/31/2014
1,154,200
1,012,111
1,269,229
1,122,467
1,090,065
793,674
1,832,944
1,233,689
(391,351)
(199,409)
(304,401)
-
(421,720)
(199,409)
(338,027)
-
1,653,505
1,501,384
2,481,044
2,018,129
These long-term deferred income and social contribution taxes are expected to be realized
according to future taxable profits based on projections approved by Company
management, in accordance with accounting practices adopted in Brazil. These
projections are based on assumptions that reflect the economic and operating
environment of the Company.
The projections are subject to factors that may vary in relation to actual data.
As of June 30, 2015, management recorded R$112,881 for the six-month period as
deferred tax on income. Total deferred tax assets not recognized in the interim financial
information amounted to R$199,409.Company management will continue monitoring this
unrecognized amount, which may be accounted for as soon as use thereof becomes
probable.
According to projections approved by the Management of the Company and the balance of
deferred income tax asset (tax loss and temporary differences) at June 30, 2015, taxes are
expected to be realized as follows:
Company
Consolidated
2015
2016
2017
2018
From 2019 onwards
(186,612)
32,811
177,770
212,614
2,007,682
(19,776)
180,094
326,857
368,171
2,246,827
Assets
2,244,265
3,102,173
Liabilities
(391,351)
(421,720)
Unrecognized tax
credits
(199,409)
(199,409)
Net position
1,653,505
2,481,044
Considering that the income and social contribution tax base comprises not only profit to
be generated, but also nontaxable income, nondeductible expenses, tax incentives and
other variables, there is no immediate correlation between net income of the Company and
income (losses) from income and social contribution taxes. As such, expected use of tax
credits should not be regarded as the sole indication of future profits or losses of Usiminas
Companies.
28
12
Judicial deposits
At June 30, 2015, changes in judicial deposits are as follows:
Company
Consolidated
683,985
764,440
Additions
Interest/restatements
Reversals
20,731
16,555
(12,626)
27,909
18,537
(13,433)
708,645
797,453
(198,033)
(198,033)
510,612
599,420
In addition, at June 30, 2015, the Company has chattels and real properties, bank
guarantees and insurance given as guarantee in legal proceedings amounting to
R$1,927,603 (R$1,935,610 at December 31, 2014) and in Consolidated amounting to
R$3,345,682 (R$3,355,937 at December 31, 2014).
13
Investments
(a)
Changes in investments
(i)
Company
12/31/2014
Subsidiaries
Cosipa Commercial
Cosipa Overseas
Minerao Usiminas
Solues Usiminas
Usiminas Commercial
Usiminas Europa
Usiminas International
Usiminas Mecnica
UPL
Additions
(write-offs)
Equity pickup
Interest on
equity and
dividends
Unrealized profit
in inventories
Other
06/30/2015
25,353
592
3,907,515
724,090
61,761
1,929,453
33,097
542,901
57,206
(4,850)
99
(375,666)
(9,677)
4,050
376,898
2,731
16,200
2,812
(19,831)
(2,556)
(6,343)
1,131
-
344
-
20,503
691
3,512,018
708,070
65,811
2,306,351
35,828
560,576
57,462
128,426
(117,046)
(545)
10,835
7,410,394
(117,046)-
12,597
(22,387)
(5,212)
(201)
7,278,145
600,075
9,842
21,399
372
(35,003)
-
(2,044)
586,471
8,170
609,917
21,771
(35,003)
(2,044)
594,641
Affiliates
Codeme
Metform
MRS
52,327
13,239
7,958
3,082
(3,082)
-
4,809
769
409
(623)
(150)
117
-
60,218
10,420
8,217
Goodwill on affiliates
77,377
77,377
150,901
5,987
(773)
117
156,232
7,295
7,295
8,178,507
(117,046)
40,355
(58,163)
(5,212)
(2,127)
8,036,314
Goodwill on subsidiaries
Jointly-controlled subsidiaries
Unigal
Usiroll
Investment properties
29
Equity pickup presented in the statements of operations and cash flows of the Company
does not include the amount of R$3,895, referring to losses from capital deficiency of
subsidiary, and R$5,212 referring to unrealized profit in inventories.
(ii)
Consolidated
12/31/2014
Jointly-controlled subsidiaries
Modal
Unigal
Usiroll
Additions
(write-offs)
Interest on
equity and
dividends
Equity pickup
Other
06/30/2015
2,654
600,075
9,842
994
21,400
372
(1,216)
(35,003)
-
(2,045)
2,432
586,472
8,169
28,020
28,020
640,591
22,766
(36,219)
(2,045)
625,093
Affiliates
Codeme
Metform
MRS
Terminal Paraopeba
Terminal Sarzedo
Other
52,327
13,239
325,086
898
2,325
10,119
3,082
(3,082)
16
-
4,809
768
16,700
(4)
951
(28)
(623)
(6,160)
(1,279)
-
118
18
-
60,218
10,420
335,644
910
1,997
10,091
Goodwill on affiliates
101,202
101,202
505,196
16
23,196
(8,062)
136
520,482
1,145,787
16
45,962
(44,281)
(1,909)
1,145,575
Goodwill on joint-controlled
subsidiaries
Total
(b)
(i)
Minerao Usiminas - port operation service rendering agreement entered into with
Porto Sudeste do Brasil S.A. (currently named MMX Porto Sudeste Ltda.)
On May 27, 2015, Minerao Usiminas S.A. communicated to Porto Sudeste do Brasil
S.A. (currently named MMX Porto Sudeste Ltda.) the immediate termination of the port
operation service rendering agreement for handling, warehousing and shipment of ore
owned by Minerao Usiminas in the Porto Sudeste Terminal under Take-or-Pay and
Delivery-or-Pay contracts. This agreement was terminated due to repeated default by
Porto Sudeste in its obligation of completing and putting the port into operation, as well as
nonpayment of contractual penalties. The Company took reasonable steps to enforce its
rights, including an arbitration proceeding pleading payment of penalties, compensation for
loss of profits, in addition to other damages provided for in contract. No amount referring to
this compensation was accounted for in Minerao Usiminas.
30
14
Consolidated
13,447,252
15,535,573
383,479
(207)
(486,750)
39,301
(3,172)
(846)
(5,388)
444,237
(1,684)
(596,423)
39,301
(6,246)
142
(846)
(5,400)
13,373,669
15,408,654
A portion of total depreciation for the period that at June 30, 2015 totals R$5,782 was appropriated to inventories.
(ii) These charges, amounting to R$39,301 at June 30, 2015, were capitalized to the rates contracted, which are stated in
Note 19 to the financial statements as at December 31, 2014.
At June 30, 2015, additions to PP&E amounting to R$444,237 mainly refer to Coke Plant
No. 2 in Ipatinga (R$80,162); improvements in the slab processing courtyard in Cubato
(R$34,642); replacement of Staves Coolers (R$42,023); and heightening of Samambaia
dam (R$9,512) of Minerao Usiminas.
15
Intangible assets
Changes in intangible assets for the six-month period ended June 30, 2015 are as follows:
Company
Consolidated
165,385
2,377,679
Additions
Amortization
Impairment of assets (Note 16)
Transfers from PP&E
12,642
(6,911)
3,172
14,215
(20,131)
(985,046)
6,246
174,288
1,392,963
At June 30, 2015, additions to consolidated intangible assets, in the amount of R$14,215,
mainly refer to the new operating platform of the stations and dredging of Cubato port.
31
16
(a)
Assets
Investments - Mining rights
earn-out
Intangibles - Mining rights
Consolidated
Net carrying
amount
Recoverable
amount
Impairment
adjustment
Net carrying
amount
Recoverable
amount
Impairment
adjustment
117,046
-
117,046
-
117,046
3,753,000
2,885,000
117,046
868,000
117,046
117,046
3,870,046
2,885,000
985,046
Since the beginning of 2015, a material worsening of the pricing environment for iron ore
has been in evidence, driven by revisions to the outlook for global GDP growth, especially
in the context of weaker Chinese construction activity, whilst at the same time supply from
Australia has ramped up to outstrip weakening demand. After price reductions in 2014, an
additional reduction of 17% of the iron ore prices (CFR China 62% Fe) was evidenced
during the first semester of 2015. In face of the deterioration of the expectations regarding
the future iron ore prices, the Company registered an impairment of R$985.046 in the
value of its mining rights. The amount of R$868.000 was registered at the subsidiary
Minerao Usiminas S.A. financial statements, and R$ 117.046 was registered at the
Parent company. The value in use of the Mining Segment has been updated to reflect
managements best estimate of the future iron ore prices based on a detailed analysis of
market fundamentals in the medium and long term. The valuation remains sensitive to the
volatility of the commodity prices and eventual changes in long term expectations may
result in further adjustments.
The discount rate used in future cash flow projections represents an estimate of the rate
that would be used by the market to meet risks of assets under assessment. The nominal
rate in real (R$) used was 11.9% p.a. The Company considered market sources to define
inflation and exchange rates used in the future cash flows projections. The expected
Brazilian long term inflation rate used was of 4.5% p.a. For projection of the annual
exchange rates (Real / Dollar), the Company considered the North American and Brazilian
long term inflation rates. The prices projected for iron ore (CFR China 62% Fe) were
between USD57 per ton and USD74 per ton. The prices which were used in the valuation
are within the range of published analyst forecasts and broadly in line with the mean.
(b)
32
17
(a)
Consolidated
6,564,991
5,635,574
1,698,925
113,735
131,862
544,174
(228,509)
(1,216,281)
(4,426)
1,698,925
84,755
135,436
421,876
(213,009)
(1,223,887)
(4,426)
7,604,471
6,535,244
Current liabilities
Noncurrent liabilities
2,194,283
5,410,188
1,663,151
4,872,093
(b)
Consolidated
06/30/2015
12/31/2014
424,600
1,281,403
2,845,827
494,982
363,376
1,828,759
999,576
1,717,697
304,977
107,415
428,894
1,287,496
2,293,480
496,937
365,286
1,331,292
1,006,438
1,225,509
307,211
109,325
5,410,188
4,958,424
4,872,093
3,979,775
Debentures
At June 30, 2015, changes in debentures are as follows:
Company and
Consolidated
Balance at December 31, 2014
Charges reserve and other
Monetary gains (losses)
Amortization of charges
Balance at June 30, 2015
Current liabilities
Noncurrent liabilities
1,048,641
21,005
47,878
(65,668)
1,051,856
52,991
998,865
At June 30, 2015, charges on debentures amounting to R$52,991 are recorded under
current liabilities (R$50,092 at December 31, 2014).
33
(c)
(i)
Covenants
At June 30, 2015, the Company has loans and financing under certain contractual
conditions and clauses, which establish that the following financial ratios shall be met:
Consolidated Interest Coverage Ratio - ability to pay interest on loans and financing in
relation to Ebitda;
Total Debt to Ebitda and Net Debt to Ebitda - ability to pay debt in relation to Ebitda;
Total Capitalization Ratio - ratio between own and third party capital;
Liquidity level - ability to pay short-term obligations;
Capitalization level - ratio between net equity and total asset.
The ratios described are calculated on a consolidated basis. The Company noncompliance
with these requirements might lead to early maturity of obligations recorded in noncurrent
liabilities with creditors in Brazil and abroad.
At June 30, 2015, the Company failed to comply with certain financial ratios (covenants),
notably the Debt to Ebitda Ratio and Net Debt to Ebitda Ratio under certain debt contracts.
Such fact was properly communicated to creditors and a waiver was requested therefrom,
which was successfully obtained for those contracts.
(ii)
(iii)
18
Taxes payable
Company
06/30/2015
ICMS
IPI
Withholding Income Tax (IRRF)
Service Tax (ISS)
PIS and COFINS
Other
12/31/2014
Consolidated
06/30/2015
12/31/2014
11,303
13,750
5,583
3,066
636
717
6,645
22,574
10,320
5,503
16,044
2,520
22,492
17,162
7,473
6,453
10,687
3,103
16,412
24,634
13,468
9,703
23,432
6,557
35,055
63,606
67,370
94,206
34
19
Taxes in installments
At June 30, 2015, changes in taxes payable in installments are as follows:
Company
Balance at December 31, 2014
204,464
215,565
248
204,712
248
(577)
419
215,655
(198,033)
(198,033)
6,679
17,622
Current liabilities
Noncurrent liabilities
6,679
-
7,851
9,771
20
Consolidated
Provisions
IRPJ and CSLL
INSS
ICMS
Labor
Civil
Other
06/30/2015
Judicial
deposits
Net
balance
Provisions
12/31/2014
Judicial
deposits
Net balance
1,739
1,603
3,185
257,605
94,288
12,709
(96,018)
(7,991)
(420)
1,739
1,603
3,185
161,587
86,297
12,289
1,654
1,582
4,333
233,770
95,831
9,255
(97,654)
(9,739)
(408)
1,654
1,582
4,333
136,116
86,092
8,847
371,129
(104,429)
266,700
346,425
(107,801)
238,624
Consolidated
Provisions
IRPJ and CSLL
INSS
ICMS
PIS/COFINS
Labor
Civil
Other
06/30/2015
Judicial
deposits
Net
balance
Provisions
12/31/2014
Judicial
deposits
Net balance
12,939
1,631
24,558
14,210
310,175
99,579
38,175
(96,018)
(7,991)
(3,330)
12,939
1,631
24,558
14,210
214,157
91,588
34,845
15,708
1,610
25,500
14,210
282,340
101,982
34,509
(97,654)
(9,739)
(3,186)
15,708
1,610
25,500
14,210
184,686
92,243
31,323
501,267
(107,339)
393,928
475,859
(110,579)
365,280
The Company also has judicial deposits recorded in noncurrent assets, for which there are
no related provisions (Note 12).
35
Consolidated
346,425
475,859
Additions
Interest/restatements
Amortization
Reversals
Other
57,482
16,364
(22,265)
(26,877)
-
69,644
18,072
(22,350)
(37,095)
(2,863)
371,129
501,267
The provision for litigation was set up to cover probable losses on administrative and legal
proceedings related to tax, labor and civil matters, at an amount deemed sufficient by
management, based on the opinion of its internal and external legal advisors.
Possible contingencies
The Company and its subsidiaries are parties to proceedings, not provisioned, which
management assessed as possible losses based on the opinion of its legal advisors,
amounting to R$4,732,579 at June 30, 2015 (R$4,478,013 at December 31, 2014).
In the six-month period ended June 30, 2015, Usiminas Companies were parties to new
proceedings which management assessed as possible losses based on the opinion of its
legal advisors, such as: R$37,068 of a civil nature, R$18,398 of a tax nature regarding
ICMS, and R$10,609 of a labor nature.
Contingent assets
The Company is a claimant in the proceeding to receive the full amount paid by Usiminas,
Cubato branch, to Eletrobrs as compulsory loan, in accordance with the criteria set forth
in the legislation in force at the time the tax was paid. The declaratory judgment action was
declared res judicata, the enforcement of which is pending. At June 30, 2015 the claim
amounted to R$630,794.
The Company is a claimant in the proceeding to receive the full amount paid by Usiminas,
Ipatinga branch, to Eletrobrs as compulsory loan, in accordance with the criteria set forth
in the legislation in force at the time the tax was paid. The Superior Court will judge the
appeals from the Union and Eletrobrs, after favorable decision to Usiminas. At June 30,
2015 the claim amounted to R$1,047,652.
At June 30, 2015 other asset contingencies presented in Note 23(c) to financial statements
at December 31, 2014 remained unchanged as the claim unfolded.
36
21
Consolidated
06/30/2015
12/31/2014
1,060,148
145,587
1,037,921
143,114
1,060,148
152,903
1,037,921
149,867
1,205,735
1,181,035
1,213,051
1,187,788
Company
06/30/2015
06/30/2014
Revenues (expenses) recognized in the
statement of operations:
Retirement plan benefits
Post-employment health benefits
Consolidated
06/30/2015
06/30/2014
1,231
(8,925)
4,146
(6,110)
1,231
(9,488)
4,146
(6,738)
(7,694)
(1,964)
(8,257)
(2,592)
Following are the changes in actuarial gains and losses recognized in other
comprehensive income (loss):
Company
Consolidated
(54,025)
(54,025)
(68,115)
(68,115)
53,328
53,328
(68,812)
(68,812)
Company
1,181,035
Consolidated
1,187,788
(87,254)
7,694
(87,254)
8,257
104,260
104,260
1,205,735
1,213,051
37
22
Equity
(a)
Capital
At June 30, 2015, the Companys capital amounts to R$12,150,000 and is represented by
1,013,786,190 shares, as follows:
Preferred A type
shares
Preferred B type
shares
505,260,684
508,447,043
78,463
1,013,786,190
(2,526,656)
(23,705,728)
(26,232,384)
502,734,028
484,741,315
78,463
987,553,806
Common shares
Total shares
Total treasury shares
Total shares, excluding
treasury shares
Total
Pursuant to its Articles of Incorporation, the Company is authorized to increase its capital
in an amount of up to 50,689,310 in preferred shares of an existing class.
(b)
Reserves
At June 30, 2015, there were no changes in the nature and conditions of reserves as
described in Note 25 (c) to the Companys financial statements for year ended December
31, 2014. Thus, management decided not to repeat this disclosure in this interim financial
information.
23
Segment reporting
The revenue generated by the reported operating segments is mostly a result of the
manufacturing and marketing of steel products and related services.
Information on operating income (loss), assets and liabilities by reportable segment
Revenue
Cost of sales
Gross profit (loss)
Operating income/
(expenses)
Selling expenses
General and
administrative expenses
Other (expenses) and
revenue
Operating income (loss)
Assets
Total assets include:
Investments in
affiliates (except for goodwill and
investment
Properties)
Additions to
noncurrent assets (except
for financial instruments
and deferred tax
assets)
Current and noncurrent
liabilities
Steel
4,956,750
(4,632,678)
Steel
transformation
1,015,512
(990,140)
06/30/2015
Capital
assets
440,488
(379,205)
(5,965)
324,072
25,372
61,283
404,762
(55,763)
348,999
(1,037,365)
(13,675)
(285,787)
(70,223)
(52,383)
(18,912)
(33,762)
(7,207)
(1,409,297)
(110,017)
2,233
(1,672)
(1,407,064)
(111,689)
Mining and
logistics
227,087
(233,052)
Eliminations
Subtotal
and adjustments
6,639,837
(1,282,653)
(6,235,075)
1,226,890
Total
5,357,184
(5,008,185)
(15,450)
(165,104)
(32,040)
(23,610)
(236,204)
5,912
(230,292)
(1,008,240)
(50,460)
(1,431)
(2,945)
(1,063,076)
(2,007)
(1,065,083)
(1,043,330)
38,285
(27,011)
27,521
(1,004,535)
(53,530)
(1,058,065)
5,438,129
28,011,207
1,453,617
835,242
35,738,195
(5,424,308)
30,313,887
330,335
78,917
2,732
411,984
411,984
46,509
421,461
22,565
7,019
497,554
(8,095)
489,459
285,977
12,171,015
378,800
272,179
13,107,971
(472,450)
12,635,521
38
06/30/2014
Steel
5,795,123
(5,178,089)
Steel
transformation
(i)
1,158,211
(1,099,131)
Capital
assets
389,885
(346,807)
263,811
617,034
59,080
43,078
983,003
(129,250)
853,753
(76,536)
(59,981)
(157,271)
(64,148)
(62,874)
(21,781)
(22,054)
(7,329)
(318,735)
(153,239)
1,750
(1,635)
(316,985)
(154,874)
(24,920)
(180,277)
(33,394)
(24,233)
(262,824)
7,081
(255,743)
8,365
187,275
87,154
459,763
(7,699)
(3,794)
9,508
21,024
97,328
664,268
(3,696)
(127,500)
93,632
536,768
Mining and
logistics
Revenue
548,298
Cost of sales and/or services
(284,487)
Gross profit / (loss)
Operating income/
(expenses)
Selling expenses
General and
administrative expenses
Other (expenses) and
revenue
Operating income (loss)
Eliminations
Subtotal
and adjustments
7,891,517
(1,642,899)
(6,908,514)
1,513,649
Total
6,248,618
(5,394,865)
Sales between segments have been carried out as sales between independent parties.
The turnover is dispersed, and the Company and subsidiaries do not have customers
individually representing more than 10% of turnover. More than 95% of revenues arise
from goods and services.
24
Revenue
Reconciliation between gross revenue and net revenue is as follows:
Company
06/30/2015
06/30/2014
Product sales
Domestic market
Foreign market
Sales of service
Domestic market
Foreign market
Gross revenue
Deductions from revenue
Net revenue
Consolidated
06/30/2015
06/30/2014
5,397,398
961,422
6,358,820
6,993,769
676,659
7,670,428
5,755,802
973,428
6,729,230
7,215,364
944,336
8,159,700
4,383
859
5,242
4,424
10,099
14,523
253,894
859
254,753
166,623
10,099
176,722
6,364,062
7,684,951
6,983,983
8,336,422
(1,407,775)
(1,892,106)
(1,626,799)
(2,087,804)
4,956,287
5,792,845
5,357,184
6,248,618
39
25
Expenses by nature
Company
06/30/2015
06/30/2014
Depreciation and amortization
Expenses with benefits to employees
Stock option plan
Raw material and store and supplies
Distribution costs
Gain (loss) on sale of electricity surplus
Third-party services
Revenues (expenses) with litigation, net
Gain (loss) on sale of PP&E, intangible assets and
Investment
Impairment of assets
Expenses with temporary shutdown of equipment items
Other (expenses)
Cost of sales
Selling expenses
General and administrative expenses
Other operating income (expenses), net
26
Consolidated
06/30/2015
06/30/2014
(487,879)
(553,813)
(5,447)
(3,038,518)
(37,097)
49,879
(490,680)
(31,535)
(457,603)
(543,041)
(7,181)
(3,707,709)
(31,870)
139,520
(522,141)
(25,126)
(610,772)
(912,171)
(6,375)
(2,841,072)
(46,870)
68,803
(572,820)
(32,112)
(544,615)
(887,129)
(7,774)
(3,343,834)
(85,830)
163,980
(572,252)
(27,908)
5,928
(117,046)
(31,020)
(349,477)
25,647
(311,119)
4,458
(985,046)
(31,020)
(450,252)
27,211
(433,699)
(5,086,705)
(5,440,623)
(6,415,249)
(5,711,850)
(4,688,608)
(70,223)
(161,001)
(166,873)
(5,287,959)
(64,086)
(176,480)
87,902
(5,008,185)
(111,689)
(230,292)
(1,065,083)
(5,394,865)
(154,874)
(255,743)
93,632
(5,086,705)
(5,440,623)
(6,415,249)
(5,711,850)
Financial expenses
Interest on financing and taxes in installments
Monetary effects
PIS/COFINS on interest on equity
Interest on provisions for litigation
Realization of adjustment to present value of
trade accounts payable
Commissions on financing and other
Realization of hedge accounting
Credit assignment
Other financial expenses
Consolidated
06/30/2015
06/30/2014
6,609
2,486
14,352
16,555
4,464
3,194
12,898
6,154
8,306
15,796
73,224
18,537
6,525
20,972
80,269
7,308
54,520
8,875
103,397
56,505
7,143
90,358
54,520
13,556
183,939
56,505
4,757
176,336
(89,549)
(181,100)
(1,923)
(16,364)
(72,736)
(163,816)
(595)
(14,616)
(66,555)
(190,108)
(1,923)
(18,072)
(61,142)
(170,663)
(631)
(15,390)
(12,828)
(19,742)
(8,553)
(330,059)
(32,453)
(9,211)
(4,743)
(4,299)
(302,469)
(12,828)
(19,742)
(18,244)
(11,729)
(339,201)
(40,391)
(9,211)
(4,743)
(24,868)
(8,040)
(335,079)
(636,696)
201,511
(246,267)
82,125
(863,358)
(10,600)
(401,529)
(76,618)
40
27
06/30/2015
Preferred
Total
06/30/2014
Preferred
Common
Total
(432,530)
(417,117)
(849,647)
145,103
153,926
299,029
502,734,028
484,819,778
987,553,806
502,734,028
484,793,787
987,527,815
(0.86)
(0.86)
0.29
0.32
28
(a)
Assets
Company
06/30/2015
Trade
accounts
receivable
Dividends
receivable
12/31/2014
Other
receivables
Trade
accounts
receivable
Dividends
receivable
Other
receivables
Controlling shareholders
Subsidiaries (i)
Jointly-controlled subsidiaries
Affiliates
Other related parties
Total
25,789
183,744
42
4,423
40,694
254,692
2,759
2,759
1,616
57,313
(73)
494
59,350
22,272
273,356
45
6,780
64,390
366,843
34,449
2,608
37,057
1,114
55,776
17,572
136
74,598
Current assets
Noncurrent assets
207,598
47,094
2,759
-
52,211
7,139
318,382
48,461
37,057
-
56,336
18,262
Total
254,692
2,759
59,350
366,843
37,057
74,598
(i) Trade accounts receivable balance comprises R$7,234, which relates to advance granted to subsidiary Usiminas
Mecnica to build up PP&E.
41
Consolidated
06/30/2015
Trade
accounts
receivable
Dividends
receivable
12/31/2014
Other
receivables
Trade
accounts
receivable
Dividends
receivable
Other
receivables
Controlling shareholders
Noncontrolling shareholders
Jointly-controlled subsidiaries
Affiliates
Other related parties
Total
35,886
2,165
42
27,016
40,770
105,879
18,785
18,785
1,616
(73)
1,144
2,687
25,024
291
45
17,578
64,390
107,328
12,641
12,641
1,114
17,572
136
18,822
Current assets
Noncurrent assets
101,154
4,725
18,785
-
2,782
(95)
102,517
4,811
12,641
-
1,250
17,572
Total
105,879
18,785
2,687
107,328
12,641
18,822
Trade accounts receivable classified as related parties are primarily due to sales
transactions and mature within up to 30 days. Accounts receivable are unsecured and are
subject to interest. At June 30, 2015 and December 31, 2014, no provisions were set up
for accounts receivable from related parties.
(b)
Liabilities
Company
Accounts
payable
06/30/2015
Other
accounts
payable
Loans and
financing
Accounts
payables
12/31/2014
Other
accounts
payable
Loans and
financing
Controlling shareholders
Subsidiaries
Jointly-controlled subsidiaries
Affiliates
Other related parties
Total
7,505
356,276
56,948
2,400
589
423,718
11,271
67,970
13,667
92,908
256,636
1,695,201
1,951,837
9,621
432,468
74,868
2,372
3,410
522,739
8,334
57,028
121,122
186,484
283,865
1,483,050
1,766,915
Current liabilities
Noncurrent liabilities
423,718
-
24,048
68,860
754,057
1,197,780
522,739
-
128,704
57,780
150,354
1,616,561
Total
423,718
92,908
1,951,837
522,739
186,484
1,766,915
Consolidated
Accounts
payable
06/30/2015
Other
accounts
payable
Loans and
financing
Accounts
payable
12/31/2014
Other
accounts
payable
Loans and
financing
Controlling shareholders
Noncontrolling shareholders
Jointly-controlled subsidiaries
Affiliates
Other related parties
Total
7,831
(34)
57,583
3,574
589
69,543
11,324
41,510
52,235
13,667
118,736
256,636
256,636
10,139
75,446
7,061
3,410
96,056
8,378
35,280
77,521
121,122
242,301
283,865
283,865
Current liabilities
Noncurrent liabilities
69,543
-
118,736
-
150,266
106,370
96,056
-
242,301
-
128,971
154,894
Total
69,543
118,736
256,636
96,056
242,301
283,865
The liabilities with related parties classified as trade accounts payable are primarily due to
purchases maturing up to 45 days, as well as to credit assignment with Minerao
Usiminas amounting to R$279,895 at June 30, 2015 (R$313,690 at December 31, 2014).
Payables to related parties are not subject to interest.
At June 30, 2015, loans involving subsidiary Usiminas Commercial amount to
R$1,114,516 (R$975,037 at December 31, 2014), whilst those involving subsidiary Cosipa
Commercial amount to R$580,685 (R$508,013 at December 31, 2014). On consolidated
terms, R$256,636 (R$283,865 at December 31, 2014) has been recorded with Nippon
Usiminas Co. Ltd., the controlling shareholder of Usiminas.
42
(c)
P&L
Company
06/30/2015
Sales
Purchases
06/30/2014
Operating and
financial P&L
Sales
Purchases
Operating and
financial P&L
Controlling shareholders
Noncontrolling shareholders
Subsidiaries
Jointly-controlled subsidiaries
Affiliates
Other related parties
261,807
1,211,126
28,967
208,491
8,101
11,925
476,771
173,565
55,474
26,135
(50,445)
(247,797)
(34)
115
(10,699)
87,677
1,611,283
132
36,691
70,378
4,133
23,852
597,125
290,667
56,667
13,809
16,182
9,675
807
(2,118)
(635)
Total
1,710,391
751,971
(308,860)
1,806,161
986,253
23,911
Consolidated
06/30/2015
Sales
Purchases
06/30/2014
Operating and
financial P&L
Sales
Purchases
Operating and
financial P&L
Controlling shareholders
Noncontrolling shareholders
Jointly-controlled subsidiaries
Affiliates
Other related parties
288,183
4,871
987
81,836
211,924
8,101
12,009
175,366
217,604
26,135
(48,830)
(34)
115
(10,699)
99,477
82,089
1,231
71,207
70,378
4,133
61,595
276,370
173,913
13,867
12,998
807
(2,122)
-
Total
587,801
439,215
(59,448)
324,382
529,878
11,683
Financial income (expenses) with related parties substantially refers to charges on loans
and financing described in item (b) above.
(d)
10,291
2,063
99
16,041
2,837
59
12,453
18,937
29
43
No changes have been identified in the Plan's characteristics and guidelines in relation to
the one described in Note 36 of the Financial Statements as at December 31, 2014.
At June 30, 2015, the Plan has 4 effective programs:
The fair value of the options granted is determined based on the Black-Scholes
methodology and accounted for as expense over the grace period.
For the six-month period ended June 30, 2015, no new programs have been released. In
this same period, 376,180 options have been cancelled for loss of the purchase rights.
The impact on P&L of the previously described Stock Option Plan totaled an expense of
R$6,375 at June 30, 2015 (R$7,774 at June 30, 2014), recorded in the statement of
operations. From this total amount, R$959 were reverted to Retained earnings
(accumulated losses) account by virtue of the stock option cancelation in the six-month
period ended June 30, 2015; Accordingly, the impact on the Companys equity amounted
to R$5,416.
The expected plan expenses to be recognized amounts to R$11,066 considering that all
contractual assumptions remain unaltered and no new grants occur.
30
Explanatory notes presented in the annual financial statements that are not
presented in this interim financial information
Pursuant to CVM/SNC/SEP/ Memorandum Circular No. 003/2011, the Company
presented notes considered relevant within the context of Framework Pronouncement Conceptual Framework for Financial Reporting. All information whose omission or
distortion could influence the economic decisions of users was properly disclosed in this
interim financial information, which should be read jointly with the financial statements as
at December 31, 2014.
Following are presented the notes whose information was not repeated in this interim
financial information, as no significant changes were made to the nature and conditions of
these notes in relation to those disclosed in the Companys financial statements for the
year ended December 31, 2014:
Note 4 - Significant judgments, accounting estimates and assumptions;
Note 7 - Financial instruments by category;
Note 29 - Expenses on benefits to employees;
Note 30 - Operating income (expenses);
Note 33 - Commitments;
Note 35 - Insurance coverage.
44
Board of Directors
Marcelo Gasparino da Silva
Chairman
Daniel Agustn Novegil
Board Member
Eiji Hashimoto
Board Member
Fumihiko Wada
Board Member
Supervisory Board
Masato Ninomiya
Chairman
Domenica Eisenstein Noronha
Board Member
Executive Board
Rmel Erwin de Souza
CEO
Vice-President of Technology and Quality
Nobuhiko Takamatsu
Vice-President of Corporate Planning
Ronald Seckelmann
Vice-President of Finance and Investor Relations
Vice-President of Subsidiaries
45