Reference Form

REFERENCE FORM
Base date: 12/31/2012

As per Annex 24 of CVM Instruction 480, of December 7, 2009

Usinas Siderrgicas de Minas Gerais S.A. - USIMINAS
A Publicly Traded Company
CNPJ/MF n. 60.894.730/0001-05
NIRE 313.000.1360-0

Usiminas Sede
Rua Prof. Jos Vieira de Mendona, 3.011.
Engenho Nogueira
31310-260 Belo Horizonte, MG
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
2

Table of Contents

1. Identification of the parties responsible for the Forms content ................... 4
2. Auditors............................................................................................................. 5
3. Selected financial information........................................................................ 7
4. Risk factors ..................................................................................................... 14
5. Market risks .................................................................................................... 52
6. Issuers background ...................................................................................... 56
7. Issuers activities ............................................................................................ 65
8. Business group ............................................................................................. 105
9. Relevant assets ............................................................................................ 110
10. Comments from the directors ................................................................... 122
11. Forecasts ..................................................................................................... 148
12. Shareholder meetings and management ................................................ 148
13. Management compensation..................................................................... 197
14. Human Resources ....................................................................................... 219
15. Ownership control ...................................................................................... 226
16. Transactions with related parties ............................................................... 235
17. Capital ......................................................................................................... 251
18. Securities ..................................................................................................... 253
19. Repurchase plans treasury securities........................................................ 266
20. Securities trading policy ............................................................................ 271
21. Policy for disclosure of information ........................................................... 273
22. Extraordinary business ................................................................................ 277

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
3

REFERENCE FORM
Base date: 12/31/2012
As per Annex 24 of CVM Instruction 480, of December 7, 2009

Usinas Siderrgicas de Minas Gerais S.A. - USIMINAS
A Publicly Traded Company
CNPJ/MF n. 60.894.730/0001-05
NIRE 313.000.1360-0
Identification Usinas Siderrgicas de Minas Gerais S.A. Usiminas, a company organized
by shares, listed in the National Corporate Tax Payer Registry of the Finance
Ministry (CNPJ/MF) under nbr. 60.894.730/0001-05 and articles of
incorporation filed at the Trade Board for the State of Minas Gerais under
NIRE 313.000.1360-0.
Head Office Rua Prof. Jos Vieira de Mendona, n 3.011, in the City of Belo
Horizonte, State of Minas Gerais.
Director of
Investors Relations
Mr. Ronald Seckelmann, business address at the Companys head office
in the City of Belo Horizonte, State of Minas Gerais. The telephone
number for the Investor Relations Department is +55 (31) 3499-8775,
the fax number is +55 (31) 3499-8771 and the e-mail address is
investidores@usiminas.com
Audit Firm Ernst & Young auditores independentes
Custody Agent Bradesco S/A Corretora de Ttulos e Valores Mobilirios (Custody
Agent).
Securities Issued Common and preferred shares, American Depositary Receipts (ADR),
American Depositary Shares (ADS) and debentures.
Newspapers in
which the Company
discloses its
information
Information regarding the Company is published in the Official Gazette
of the State of Minas Gerais and in the State of Minas and Valor
Econmico newspapers.
Internet site www.usiminas.com. Information contained in the companys website is not
a part of the present Reference Form and should not be therein
incorporated by reference.
Catering to
Shareholders
Company Shareholders needs are met by the Investor Relations
department located at Company headquarters. The companys telephone,
fac-simile and e-mail are + 55 (31) 3499-8856, +55 (31) 3499-9357 and
cristina.drummond@usiminas.com, respectively.
Shareholders are likewise catered to by the Custody agents shareholders
department. The custody agents telephone, fac-simile and e-mail are +55
(11) 3684-9413, +55 (11) 3684-2811 and
4010.acecustodia@bradesco.com.br, respectively. Shareholders may also
be served by the shareholders' department of the Issuer. The telephone, fax
and e-mail of the Issuer are +55 (11) 3684-9413, +55 (11) 3684-2811 and
4010.acecustodia@bradesco.com.br, respectively.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
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1. 1. 1. Identification of people responsible for the reference guide content

1.1 Statement by the President and by the Director of Shareholder Relations

Declare that I have seen the Reference Form, that all information contained therein complies with
the dispositions of CVM Instruction 480, especially regarding articles 14 to 19 and that the whole of
the information contained herein constitutes a faithful, precise and complete picture of the economic
and financial situation of Usinas Siderrgicas de Minas Gerais S.A. - Usiminas and of the risks
inherent to its activities and to the securities it issues.

Julin Alberto Eguren, Ronald Seckelmann
Director President Vice-President for Finance
and Investor Relations

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
5

2. Auditors

2.1 Regarding the independent auditors
For current fiscal years
Business denomination: Ernst & Young auditores independentes
CNPJ: 61.366.936/0014-40
CVM Code National Auditor: 00475-5
Responsible: Rogrio Xavier Magalhes
CPF: 028.398.986-67
Telephone: (31) 3232-2113
Email: rogerio.magalhaes@br.ey.com
Date of services hired: April 01, 2013.
Description of the hired services:
Examination and external auditing of the Balance Sheet and corresponding Income
Statement, Equity Flows, Cash Flows for the Company as well as the Consolidated Financial
Statements and a special review of the Quarterly Information ITR all developed according
to accounting practices adopted in Brazil.
Review of the basis for calculating Corporate Income Taxes - IRPJ and the Social
Contribution on Net Profits CSLL, the Contribution for the Social Integration Program PIS,
and the Contribution for Social Security Revenue COFINS assessed to the Company and to
entities it controls.

For fiscal years ended on December 31, 2010 and December 31, 2011 and December 31,
2012:
Business denomination: PriceWaterhouseCoopers Auditores Independentes
CNPJ: 61.562.112/0001-20
CVM Code National Auditor: 00287-9
Responsible: Carlos Augusto da Silva
CPF: 507.225.816-53
Telephone: (31) 3269-1507
Email: carlos_augusto.silva@br.pwc.com
Date of services hired: April 01, 2009 to March 31, 2010, April 01, 2010 to March 31, 2011,
April 01, 2011 to March 31, 2012 and April 01, 2012 to April 30, 2013.
Description of the hired services:
Examination and external auditing of the Balance Sheet and corresponding Income
Statement, Equity Flows, Cash Flows for the Company as well as the Consolidated Financial
Statements and a special review of the Quarterly Information ITR all developed according
to accounting practices adopted in Brazil.
Review of the basis for calculating Corporate Income Taxes - IRPJ and the Social
Contribution on Net Profits CSLL, the Contribution for the Social Integration Program PIS,

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

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and the Contribution for Social Security Revenue COFINS assessed to the Company and to
entities it controls.
Accounting and tax advisory related to the application of accounting and tax standards,
hired in 2012
hired in 2011
Appraisal report and accounting advisory in corporate restructuring operations, hired in
2010.
hired in 2010

Replacement of the audit firm:
The Company approved the hiring of the company Ernst & Young as its New Independent
Auditor, as from the second quarter of 2013. This change is due to the auditors pool set forth
at CVM Instruction 509/11.

2.2. Inform the total amount of remuneration paid to the independent auditors
during the last fiscal year, separating fees related to audit services and those for any
other service rendered.
Total remuneration related to audit service fees paid to the independent auditors in the last
fiscal year amounted to R$2,841,000.00.
For the service of accounting and tax advisory related to the application of accounting and tax
standards, the amount spent was R$174 thousand.

2.3. Other information which the Company considers relevant
All the relevant information pertinent to this topic was disclosed in the above items.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

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3. Selected financial information

3.1. Based on the financial statements or when the issuer is obligated to disclose
consolidated financial information, based on consolidated financial statements,
develop a table informing:

Amounts in thousands of reais, unless otherwise
mentioned
Consolidated
12/31/2012 12/31/2011 12/31/2010
a) Shareholders Equity 18,513,073 19,014,205 19,029,437
b) Total Assets 32,774,219 33,360,425 31,784,751
c) Net Revenue 12,708,799 11,901,959 12,962,395
d) Gross Profit 660,499 1,294,168 2,530,856
e) Net Profit (531,300) 404,133 1,583,650
f) Number of shares, excluding
those held in treasury 987,199,180 987,199,180 987,199,180
g) Equity value per share R$ 18.75 R$ 19.26 R$ 19.28
h) Net earnings per share (R$ 0.54) R$ 0.41 R$ 1.60

i) Other accounting data selected by the Company
From January 2013, the jointly controlled Unigal Ltda, Usiroll and Fasal Trading Brasil are no
longer consolidated in the financial statements of the Company, pursuant to CVM Resolution
694/2012 (CPC 19 - R2). Nevertheless, its subsidiary Minerao Usiminas ceased to
consolidate its jointly controlled Modal.

Thereafter, the shares in these companies started being recorded by the equity method.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

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3.2. In the event the issuer, in the course of the last fiscal year, has disclosed or
wishes to disclose in this form non-accounting measurements, such as EBITDA
(earnings before interest, taxes, depreciation and amortizations) or EBIT (earnings
before interest and income taxes) the issuer should indicate:
a) Value of the non-accounting measurements; and b) Reconciliation between the amounts
disclosed and those reported in the audited financial statements.

Adjusted EBITDA

Amounts in thousands of reais,
unless otherwise mentioned
12/31/2012 12/31/2011

Net income (531,300) 404,133
Income tax and social contribution (109,806) 113,752
Net financial result 502,631 50,015
Depreciation, amortization and depletion 997,718 856,888

EBITDA - CVM Instruction 527 859,243 1,424,788
Net result from discontinued operations 124,919
Equity in the results (61,168) (66,967)
Other additions and exclusions (i) (219,048)

Adjusted EBITDA 798,075 1,263,692

(i) the additions and exclusions comprise mainly recovery of judicial contingencies and offset of tax credits, non
recurring.

c) Explanations on the reasons why the Company understands that such measurements are
more appropriate for the correct interpretation of its financial situation and its operating result

Adjusted EBITDA is calculated from net profit (loss), reversing profit (loss) from discontinued
operations, income tax and social contribution, financial result, depreciation, amortization and
depletion, and equity in the results of Associate, Joint Subsidiary and Subsidiary Companies.
From 2013 on, as a consequence of CPC 19 (R2) application Business Combination, Adjusted
EBITDA includes the share participation on joint controlled Companies, making possible the
comparison to 2012 reported figures.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
9

3.3. Identify and comment on any event following the closing of the last consolidated
fiscal year financial statements that may have altered them substantially:

Issuance of Debentures

On 01/30/2013 Usiminas concluded the 6th issuance of simple debentures in the amount of
R$1,000,000,000.00, with maturity in 2 tranches, 50% on 01/30/17 and 50% on 01/30/2019,
as set forth CVM Instruction n 476/09 (Restricted Offering). The resources obtained through
the issuance shall be used for the reshaping of the debts falling due in 2013 for enhancement
of the Companys cash, as per the ordinary management of its businesses.

3.4. Describe the policy for allocating the profits in the last three fiscal years,
indicating:
a) Rules for retaining profits
According to the Companys by-laws, CHAPTER VI, 4rd paragraph of article 24, statutory
clauses determine that:
The Board of Directors may propose and submit to the General Meeting for discussion the
deduction from the fiscal years net profit, after constituting the legal reserve, a portion not
greater than 50% for setting up a Reserve for Working Capital Investments, which shall obey
the following principles: a) Its constitution will not impair shareholders right to receive
payment of the obligatory dividend foreseen on paragraph 5 of article 24 in the bay-laws; b)
its balance may not exceed 95% of the capital stock; c) the purpose of the reserve is to assure
investments in fixed assets or increases to working capital, including for the amortization of
Company debt, regardless of retention of profits related to the capital assets budget, and its
balance may be used for: i) absorbing losses, whenever necessary; ii) the distribution of
dividends, at any moment; iii) in share pay-back, reimbursement or purchase operations,
authorized by law; iv) incorporation to the capital stock, including through new shares
bonuses.
The legal reserve is based on 5% of the net profits for each fiscal year up to the point it
reaches 20% of the value of the capital stock.
Complied with the appropriations mentioned in paragraphs 3, 4 and 5 of article 24 of By Laws,
related to the Legal Reserve, Investments Reserve and Working Capital and Dividends,
respectively, the General Meeting may resolve to hold a portion of net income for the year set
forth in capital budget previously approved, pursuant to article 196 of Law 6.404/1976, and
the remaining portion shall be distributed to the shareholders as supplementary dividend.

b) Rules for dividend distribution
Shareholders are assured a minimum dividend of 25% of the net profit at year end, calculated
pursuant to corporate law and adjusted as follows: i) addition of the following amounts: -
resulting from the reversals, during the fiscal year, of reserves for contingencies constituted
previously; - resulting from the reversal , during the fiscal year, of reserves for contingencies
which had previously been formed; - resulting from the realization, during the fiscal year, of

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
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profits which had been previously transferred to retained earnings ii) deduction of the amounts
allocated, during the fiscal year, to the constitution of the legal reserve, the reserve for
contingencies and to retained earnings. The amount calculated in this manner may, at the
discretion of the General Meeting or of the Board of Directors, as the case may be, be paid out
against the profit which was the basis for its calculation or against pre-existing retained
earnings. Holders of preferred shares receive dividends 10% greater than those payable to
common shares. The constitution of reserves cannot impair the shareholders right to receive
payment of the mandatory dividend equivalent to 25% of the amount of the fiscal year profit.
The amount of interest paid or accrued as remuneration of own capital, pursuant to article 13,
letter x, of the By-laws, may be imputed to the amount of dividends to be distributed by the
Company, in this manner being incorporated to them for all legal effects.

c) Periodicity of Dividend Distribution
The company distributes dividends on an annual basis. The Board of Directors may yet decide
to distribute dividends against profits verified in semi-annual or interim financial statements
prepared by the Company.

d) Eventual restrictions to the distribution of dividends imposed by legislation or special
regulations applicable to the issuer, as well as by agreements or legal, administrative or
arbitration court decisions
The Law of Corporations allows the Company to suspend distribution of the mandatory
dividend in the event the Board of Directors informs the General Meeting that the distribution
is incompatible with its financial situation. The Fiscal Council, if instituted, must issue its
opinion on the Board of Directors recommendation. Moreover, the Board of Directors must
present a justification for the suspension to CVM within five days from the holding of the
General Meeting. Profits not distributed due to the suspension in the manner mentioned above
shall be allocated to a special reserve and, if not absorbed by subsequent losses, must be paid
out, as dividends, as soon as the Companys financial situation permits. No changes to the
rules on restrictions to distribution have occurred in the last three fiscal years.
Some of the loan and financing agreements entered into by the Company (including, without
limitation, the debentures of the 4th and 5th issuance described in item 18.5 of this reference
form) provide that, in the hypothesis the Company does not comply with its obligations, it
must restrict payment of dividends to the minimum 25% of adjusted net profit. The
debentures of 4th issuance were early settled by the Company in December/2010, as
highlighted in item 18.5. Currently the Company understands that it is in full compliance with
all of the agreements that foresee such a restriction.
There are no restrictions to dividend distribution imposed by legal, administrative or arbitration
court decisions involving the Company.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
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3.5. In table format, indicate, for each of the last 3 fiscal years:
(In thousands of
reais)

Fiscal Year
12/31/2012

Fiscal Year 12/31/2011

Fiscal Year 12/31/2010

Adjusted net income

-

221,424

1,493,248

Dividends distributed in relation to
adjusted net income

-

36,84%

36,84%

Return rate in relation to the issuer
net equity

-

0,43%

2,89%

Total distributed dividends

-

81,577

550,144

Retained net income

-

151,500

1,021,696

Date of retention approval

-

04/25/2012

04/14/2011

Amount
Payment
Dividend

Amount Payment Dividend

Amount
Payment
Dividend
Interest on Own Capital

Common

- -

39,600 04/26/2012

111.738 10/20/2010
Common

- -

- -

155.319 04/04/2011
Preferred Class A

- -

41,970 04/26/2012

118.423 10/20/2010
Preferred Class A

- -

- -

164.614 04/04/2011
Preferred Class B

- -

7 04/26/2012

21 10/20/2010
Preferred Class B

- -

- -

29 04/04/2011
Mandatory Dividend

Common

- -

- -

- -
Common

- -

- -

- -
Preferred Class A

- -

- -

- -
Preferred Class A

- -

- -

- -
Preferred Class B

- -

- -

- -
Preferred Class B

- -

- -

- -

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
12

3.6 Inform whether, in the last 3 fiscal years, dividends against retained earnings or
reserves constituted in prior fiscal years were declared.
No dividends against retained earnings or reserves constituted in prior fiscal years were
declared in the last 3 fiscal years.

3.7 Using a table format, describe the degree of debt of the issuer: (a) total amount
of the debt, of whatever nature; (b) debt-to-equity ratio (current plus non-current
liabilities divided by net shareholders equity)
Amounts in thousands of reais, unless otherwise mentioned
Consolidated Current and Non-current Liabilities
Description of the Account 12/31/2012 12/31/2011 12/31/2010

Current Liabilities 5,402,921 4,092,173 3,497,015
Loans and Financing 1,429,409 865,097 790,560
Debentures 257,664 274,419 22,416
Taxes payable in installments 35,434 61,169 57,555
Suppliers 2,283,644 1,462,373 1,288,109
Taxes, Charges and Contributions 488,625 625,788 596,243
Dividends Payable 26,635 69,704 159,819
Acquisition Minerao Ouro Negro S.A. 178,249 156,193
Other 703,261 577,430 582,313

Non-current Liabilities 8,858,225 10,254,047 9,258,299
Loans and Financing 6,467,587 7,373,126 6,404,124
Debentures 250,000 500,000
Actuarial Liabilities 1,396,812 1,277,473 1,301,940
Provisions 357,641 312,515 449,864
Acquisition Minerao Ouro Negro S.A. 178,249 312,385
Other 419,299 689,911 531,833
Total Current liabilities+ Non Current liabilities 14,261,146

14,346,220

12,755,314

Net Equity 18,513,073 19,014,205 19, 029,437
Debt-to-equity ratio (current + non-current
liabilities / Net Equity)

0.77

0.75

0.67

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

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c) If the Company so wishes, any other debt ratio, indicating:

i) Method employed to calculate the ratio

Debt compared to EBITDA

Loans and Financing according to indexation - Consolidated
Amounts in thousands of reais, unless otherwise mentioned

12/31/2012 12/31/2011

12/31/2010
TOTAL TOTAL TOTAL
Local Currency 4,223,927 4,614,232 3,792,220
Long Term Interest Rate 959,700 1,122,168 568,317
Debentures 257,664 524,419 522,416
Other 3,126,870 2,867,839 2,573,394
Foreign Currency (*) 3,810,426 4,248,216 4,052,973
TOTAL DEBT 8,234,353 8,862,448 7,845,193
CASH AND CASH INVESTMENTS (4,718,322) (5,190,695) (4,543,566)
NET DEBT 3,516,031 3,671,753 3,301,627

EBITDA 798,075 1,263,692 2,650,215

(Net Debt Index/ EBITDA) 4,4x 2,9x 1,2x
(*) In 2012 and 2011, 99% of total foreign currency is US dollar

ii) The reason why the Company understands that this ratio is appropriate for a correct
reading of its financial situation and level of debt
The adjusted EBITDA is employed by the Companys management as a measure of operational
performance. As such, the Company understands that the debt compared to adjusted
EBITDA method is an appropriate index, as it measures the capacity of the Company to honor
its obligations in relation to the cash generated by its operations.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
14

3.8. Total amount of the Companys obligations according to payment term,
indicating separately debt with secured collateral, fluctuating guarantees and
unsecured debt

The Company does not possess debt guaranteed by third party assets.

Consolidated Position at 12/31/2012 Amounts in thousands reais

Less than 1 year

Over 1 and
under 3 years

Over 3 and
under 5 years

Over 5 years

Total
Secured Collateral

372,628

575,954

500,950 197,479

1,647,011
Fluctuating Guarantee 0 0 0 0 0
Unsecured Debt 5,030,293 2,574,612 1,657,221 3,352,009 12,614,135
TOTAL

5,402,921

3,150,566

2,158,172 3,549,488

14,261,146

3.9. Provide other information that the issuer deems relevant
Other than the information disclosed above, the Company understands that there is no further
relevant information that requires reporting in this item 3 of the Reference Form.

4. Risk factors

4.1. Describe risk factors that may influence investment decisions, in particular those
related to:
a) The issuer
The operating results of the Company may be adversely affected if there is a decrease in the
demand and/or price of steel, be it in Brazil or in the world.
The demand for steel is cyclical as much in Brazil as abroad and a reduction in demand may
adversely affect the Company.
Accordingly, the operating results of companies in the steelmaking sector and those of the
Company may be affected by macroeconomic fluctuations in global markets and in the
domestic economies of countries that consume steel, including volatility in the automotive and
automobile parts, electronic appliances, and electronic equipment and industrial construction
sectors, among others.
Over the last years, China has greatly driven the increase in demand for steel products in the
world. In 2006 China became the largest steel producer in the world as well as an exporter of

Usiminas Sede
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its surplus of metallurgical products. In addition, there is a world over offering of steel which
negatively affects the prices of steel products and the results of the sector companies. More
recent estimates of OECD Organization for Economic Co-operation and Development
indicate about 540 million tons in exceeding capacity of steel world production.
In general, any significant reduction in demand and/or supply of steel in domestic or export
markets (including China) may have an adverse effect on the Company. For purposes of this
section of the Reference Form, when an adverse effect is indicated and related to a specific
risk factor, it should be considered to mean that it can or will affect the Companys activities or
those of the entities it controls, its financial situation, its operating results, its perspectives, its
business and/or the price negotiated for the shares it issues.

The Company faces strong competition regarding prices and other products, which may
negatively affect its profitability and market share.

The world metallurgical sector was prejudiced by its excess production capacity, which reflects
the decrease in demand for steel in Western industrial nations. Due to the high costs involved
in starting up a steel plant, the system for maintaining it constantly running may require that
operators maintain high levels of production even in periods of low demand, which results in
greater pressure on the sectors profit margins. Pressure to lower prices exerted by the
Companys competitors may affect its profitability. Moreover, continuous scientific advances in
materials gave origin to products such as plastics, aluminum, ceramics and glass which
compete with steel in various segments.

The intensification of the crisis in Europe may negatively affect the companys businesses.
The crisis in Europe, on one hand, may cause the increase in direct and indirect imports of
steel in Brazil, on the other hand, the measures adopted for the currency devaluation and the
implementation of measures of trade defense with the increase in the import tax for some lines
of steel laminated, has been promoting a significant fall in imports.

Accidents with or flaws in critical equipment belonging to the Ipatinga and Cubato mills may
lead to production being reduced or halted, which may lower the Companys operating
revenues. Insurance taken out by the Company may not be sufficient to cover the losses
resulting from such decreases or interruptions.
The steel production process depends on certain crucial equipment such as melting furnaces,
converters and continuous rollers. This equipment may be subject to serious defects or
damage which may generate significant breaks in production at the Ipatinga and Cubato mills
and which in turn would decrease the Companys production volume and consequently, its
operating revenue.
The insurance policies taken out by the Company to cover losses resulting from operating risks
which include material damage to the facilities (including breakdown of machinery and port
blockade) and interruption in operations may not be sufficient to fully cover all the liabilities
that may arise in the event of an interruption or reduction in the production of the Ipatinga
and Cubato mills, including those related to the inability to fill customers orders within the
agreed-upon term due to such events.

Usiminas Sede
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T 55 31 3499-8000
F 55 31 3499-8899

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The Company has insurance for loss of profit as from the 21
st
day of loss of income due to
claims.
Additionally, should the Company be unable, in the future, to take out insurance under terms
similar to those in effect, its operating and financial results may be adversely affected if it
incurs liabilities that are not fully covered by its insurance policies.

The Company and entities it controls are subject to risks related to pending legal, arbitration
and administrative proceedings.
The Company and entities it controls are cited in several legal, arbitration and administrative
proceedings, including those involving tax collections, labor disputes as well as civil and public
litigation, the effects for some of which are difficult to measure. At December 31, 2012 the
Company had provisioned a total of R$455 million against these cases and had effected legal
deposits amounting to R$175 million.
It is not possible to forecast the outcome of these proceedings. In the event a substantial
portion of these lawsuits or one or more of relevant values are lost and the provision is below
the value of the cause, the Companys results may be adversely affected. Moreover if this does
in fact occur, even if sufficient amounts have been provisioned the Companys liquidity may be
adversely affected. For more information refer to items 4.3 to 4.8 in this Reference Form.

The Company may face difficulties in implementing its investment projects, which may affect
its growth.
The company has invested and intends to continue investing to improve its product mix and
efficiency while increasing its production capacity and productivity. During implementation of
its investment projects the Company may face several obstacles, among which:
flaws and/or delays in the acquisition of the equipment or of the services required for
building and operating the projects;
increase in costs over those initially estimated for carrying out the projects;
difficulty in obtaining the environmental licenses necessary for developing the projects;
and
changes in market conditions that cause the projects to be less profitable than initially
forecasted by the Company.
If the Company is unable to manage these risks successfully, its growth potential and
profitability may be adversely affected.

Fluctuations in the value of the Real in relation to the U.S. dollar may harm the Companys
financial performance and operating results.
Variations in exchange rates especially that of the Real in relation to the U.S. dollar may have
a significant impact on the Company.
The Company cannot assure that it will be able to substantially protect any and all of its
obligations fixed in dollars at a future rate. The fluctuation of the Real in relation to the U.S.
dollar may have an impact on Companys financial expenses, operating costs and net export
income, which may adversely affect its operating and financial results. For more information,
see item 5.1. of this Reference Form.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
17

Increases in domestic and international interest rates can negatively affect the Companys
results.
A substantial portion of the Companys debt is tied to floating interest rates. Hence, increases
in domestic and/or international interest rates, especially SELIC, TJLP and LIBOR, may
negatively affect the Companys results. For more information see item 5.1 of this Reference
Form.

Due to its business and investment plan, the Company may not be in a position to implement,
entirely or successfully, future acquisitions, partnerships or alliances that it enters into and
may incur incremental costs to finance such projects.
The Company may not be able to identify potential acquisitions, alliances or partnerships that
fit into its business strategy and/or acquire them within a reasonable time frame, considering
their cost and returns. The integration of any transaction also involves risks, among which we
highlight:
- loss of consumers or key employees;
- difficulties in integrating personnel, consolidating work environments and infrastructures,
standardizing information and other systems, in addition to coordinating logistics structure;
- flaws in maintaining quality standards of its products and services;
- costs not provisioned;
- difficulty to control different accounts internally; and
- loss of focus on daily business by the senior management of the Company and of entities
it controls.
Even if the Company is successful in integrating future acquisition, alliance or partnership
operations, these may not achieve the desired objectives.
A flaw in the integration process or in achieving the benefits of an acquisition, alliance or
partnership may adversely impact the Companys operational revenue and results. Any
integration process shall require significant time for research and, even so, may not be able to
operate successfully. The Company may need to include in its expense budget additional funds
for possible acquisitions, alliances or partnerships. A significant increase in Company debt may
have consequences of equal magnitude.

An eventual energy crisis may reduce energy supply with possible rationing and a reduction in
the level of industrial activity.
The matrix of Brazilian electric energy, according to ANEEL the National Agency for Electric
Energy is, to a great extent, made up of energy generated by water, the rest being
generated mainly by heat.
Restrictions imposed by the Government on the consumption of electricity or price increases
may have an adverse impact on the Brazilian economy, reducing economic activity and
consequently, the demand for steel which in turn would negatively affect the Companys
operations, results and financial situation.
Furthermore the Company is not self-sufficient in the production of energy and as its
production processes demand large quantities of energy, eventual restrictions to electricity
consumption or a price increase can negatively affect its financial situation.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
18

Reduction or Repeal of Import tax on steel
The Brazilian Government, in view of the claims of Usiminas and steel sector, temporarily
raised the import tax on hot-rolled and plates, for reasons of trade imbalances derived from
the international economic situation. The tax rates were increased from 10% and 12% to 25%
by September 30, 2013 and may be extended for another 12 months.
The mechanism is temporary and cannot guarantee that the rate will be renewed and when the
tax returns to original rates, or if the government at any time revokes such decision, the
company may have its revenue affected, due to increased imports of steel in the country.

b) The Companys direct or indirect controlling party or controlling group
The interests of controlling Company shareholders may conflict with those of the other
Company shareholders.
The controlling Company shareholders have the power to, among other things, elect the
majority of the members of the Board of Directors and to determine the result of any
deliberation that requires shareholder approval, in terms and limits of the By-laws and
applicable law. The controlling power yielded as described above may differ from the interests
of the Companys minority shareholders.

c) Its shareholders
Not applicable as we have not identified any risks related to the Companys shareholders.

d) Entities it controls or associated companies
The Entities the Company controls are subject to risks related to judicial, arbitration and
administrative pending items.
The entities it controls are cited in several legal, arbitration and administrative proceedings,
including those involving tax collections, labor disputes as well as civil and public litigation, the
effects for some of which are difficult to measure.
It is not possible to forecast the outcome of these proceedings. In the event a substantial
portion of these lawsuits or one or more of relevant value is lost and the provision is below the
value of the cause, the Companys results may be adversely affected. Moreover if this does in
fact occur, even if sufficient amounts have been provisioned the Companys liquidity may be
adversely affected. For more information refer to items 4.3 to 4.8 in this reference form.

e) Its suppliers
The volatile nature of raw material costs to which the Company is exposed, particularly those
of coal and iron ore, may adversely affect its profitability.
The main raw materials used in the production of steel are coal and iron ore. Usiminas
maintains long term agreements with strategic suppliers of coal so as to supply part of its
supply chain. Such suppliers are assessed on the global contractual and financial performance
as well as the flexibility in deliveries. In the case of coat, for being imported raw materials,
security inventories are maintained to minimize the risk of lack for eventual logistics problems.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
19

The coal price is negotiated monthly, quarterly or semi-annually with the suppliers. If coal
prices increase due to fluctuations in the value of the Real vis--vis the U.S. dollar, the cost of
importing coal may increase the general cost of production to the Company, resulting in lost
profitability.
The supply of iron ore to Usiminas is priced based on the monthly averages of the spots prices
of the ore traded in China, discounting the maritime and railway transportation cost, and port
handling, in addition to the movement, translated into reais using the prior month foreign
exchange rate, plus freight costs. The Company may be adversely affected in the event of
increase in the price of iron ore in the international Market and in the case of increase in the
foreign exchange rate (R$/US$), if it cannot pass-on the costs to its products.
In 2012 raw material costs represented approximately 41% of the consolidated costs of
production for the Company. In 2011 this amount was approximately 37% and in 2010 this
amount was 41%. Raw material prices may increase in the future which will result in less
profitability for the Company since not always the company can pass-on the increase in costs
to its product prices.

Currently the Ipatinga and Cubato plants are practically dependent on two suppliers for all of
their electric energy requirements.
Pursuant to the terms of the agreements for the supply of electric energy, CEMIG (Electric
Energy Centers for the state of Minas Gerais) and Santo Antnio Energia SAESA must supply
practically all of the electric energy required for the Ipatinga mill to operate and part of the
electric energy necessary to operate the Cubato mill, up to December 31, 2019. In the event
these companies do not or cannot supply all the energy required for the Companys mills to
operate normally, or if one of them breaches or rescinds the supply agreements, the mills may
be forced to acquire energy at higher prices than those negotiated, which can adversely affect
its results.

f) Its customers
The demand for Usiminas steel is strongly concentrated in specific industrial sectors, so that
an eventual reduction in this demand could adversely affect its results.
Usiminas has a relative concentration of its sales to the domestic market in the Automotive
segment. During 2012, the Automotive Segment (which aggregates the Automobile and Auto
parts sectors) was responsible for 33% of the Companys sales volume.
Alterations to the demand for vehicles and parts may significantly reduce Company sales, in
detriment to its results. However, this risk is minimized by the fact that the Companys and the
customers of this segment relationship is based not only on the supply of steel, but also on
services, as application engineering, pre and post-sale technical assistance and logistics
facilities, among others.

g) Sectors of the economy in which the issuer is active
Changes to Brazilian tax policy as well as in charges to the steelmaking sector can cause a
relevantly adverse effect to the Company.
The Federal Government may implement, in the future, alterations to its tax policies as well as
to the fiscal levies to the steelmaking sector that may affect the Company. These changes
include alterations to tax rates and to the tax calculation basis and, occasionally, the collection
of temporary levies related to specific government propositions. Some of these measures may

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
20

result in an increase in taxes and, in this case, the Company may be unable to proportionately
increase its revenue which would cause a relevant adverse effect.
See, further, the risk factor indicated in item 4.1. a above under the heading The Company
faces strong competition regarding prices and other products, which may negatively affect its
profitability and market share.

h) Regulation of the sector in which the issuer is active
The Company is subject to a variety of increasingly restrictive environmental and sanitation
regulations which may result in increases to its liabilities and capital expenditures.
The companys facilities are subject to federal, state and municipal laws, regulations and
licenses related to the protection of human health and the environment. The company may
suffer civil penalties, criminal sanctions and injunctions to interrupt its operations for not
complying with these regulations which, among other things, restrict or prohibit the emission
or spilling of toxic substances produced as a result of its activities. Current and past waste
removal practices may cause the Company to be obligated to clean up or recover its facilities
at a substantial expense, which can further result in significant losses.
Bearing in mind the possibility that new, unforeseen regulations and norms may be edited,
future environment costs may significantly vary in relation to those presently forecasted. Any
investment in the environment may reduce funds available for other investments.

The company depends on large volumes of water to produce steel and the Federal Government
may impose levies on the use of water.
Steelmaking requires large quantities of water. In the production of steel, water is used as a
solvent, catalyst, cleaning agent, cooling agent and in the dilution of pollutants. The only
sources of water for the Company are the rivers that flow near its steel mills. Most of the water
used by the Company is circulated back into its facilities and a smaller volume of water, after
being processed, is returned to the rivers. A law approved in 1997 allows the Federal
Government to charge for the use of river water. Presently this does not occur. The Company
has no means of knowing if the Federal Government will begin to impose levies on the use of
river water and, assuming that it will, is unable to measure the impact to its operating results.

i) Foreign countries where the issuer is active
Protective regulations may impair the Companys capacity to export its products to important
markets.

Usiminas exports to various countries in Americas, (Chile, Argentina, Colombia, Venezuela,
Mexico), and, when there is offer of slabs production by the plants, the sales of these products
are concentrated in the markets of Mexico, USA and Asia (Taiwan, India).
Protective measures in those countries may affect the Companys exports.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
21

4.2 Regarding each of the risks mentioned above, if relevant, comment on eventual
expectations for a reduction or increase of the issuers exposure to said risks.
The risks to the business that may adversely impact its operations and results, including
changes to macroeconomic and sector scenarios which may influence the Companys activities,
are being constantly monitored. Presently the Company cannot identify a scenario in which the
risks mentioned in item 4.1 above would increase or diminish and their mitigating factors, when
applicable, are discussed in the respective items.

4.3. Describe the legal, administrative or arbitration proceedings in which the issuer
or entities it controls are participants, specifying whether they are labor-related, tax-
related, civil-related or of another nature: (i) which are not classified, and (ii) which
are relevant to the businesses in which the issuer or entities it controls are involved:

Authority: ( ) Administrative ( x ) Judicial ( ) Arbitral
Nature: ( ) Labor ( ) Civil ( x ) Tax ( ) Environment ( ) Other:
Case Nbr. Ordinary Suit 132533920004013800
Judicial Authority 18th Federal District Court - Minas Gerais Judicial Section
Level 2nd
Date Commenced 05/12/2000
Parties Involved:
Plaintiff: Usiminas
Defendant: Federal Government
Others: None
Responsible office Rolim, Godoi, Viotti, Leite Campos Advogados
Values, assets or rights
involved
R$ 101,647,933.18
Main facts
NON-PAYMENT OF CORPORATE INCOME TAX ON THE BALANCE OF INFLATIONARY
PROFITS. COMPENSATION OF AMOUNTS PAID IN 1993 PURSUANT TO LAW # 8.200,
LATER REVOKED
06.19.2000 Request for advance protection conceded.
01.25.2002 Publication of the court decision considering the request valid
03.19.2002 Appeals filed by both parties (Usiminas appeal: regarding the monetary
correction criterion employed by the judge).
CURRENT PHASE: AWAITING TRIAL.
If the chance of loss is: ( ) probable ( ) possible ( x ) remote
Analysis of the impact if
the case is lost
Only the amount involved in the litigation, which is not provisioned
Amount provisioned, if
any

None.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
22

Authority: (x ) Administrative ( ) Judicial ( ) Arbitral
Case Nbr. PTA n 13603000422/2006-31
Judicial Authority Administrative Council for Tax Appeals
Level 2nd
Parties Involved:
Plaintiff: Usiminas S/A
Others: None
Responsible office Botelho, Spagnol Advogados
involved
R$ 77,122,729.49
Main facts
REQUEST FOR APPROVAL OF USE OF CSL CREDITS. DIVERGENCE ON THE
POSSIBILITY OF OFFSETTING IN RELATION TO THE LAPSE PERIOD.
04.12.06 Challenge of tax assessment notice registered.
10.13.06 Summons on the decision that: 1) gathered the tax assessment notices
13.603.000421/2006-31 (IRPJ) and 13.603.000422/2006-31 (CSL), as well as of the
noncompliance related to the lawsuit 10.680.016230/2004-74 (IRPJ), for trial 2)
offsetting request not registered; and 3) judged the entry partially founded,
determining the reduction of the isolated fine from 75% to 50%.
11.13.06 Protocol of voluntary appeal by Usiminas.
the case is lost
Only the amount involved in the litigation, which is not provisioned
any

None.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
23

Judicial Authority 5th Federal District Court Minas Gerais Judicial Section
Level 1st
Parties Involved:
Others: None
Responsible office De Biasi Auditores e Consultores S/C
Values, assets or
rights involved
R$ 87,011,429.00
Main facts
Suit entered into by Usiminas to question the non-ratification of compensation of corporate
income tax (IRPJ) as a result of a revision to the 1995 Tax Books, undertaken by the
contracted firm.
06.16.08 - Request for advance protection conceded.
11.05.08 Decision conceding an accounting expert inspection requested by Usiminas.
11.04.09 Publication of the expert opinion (favorable to Usiminas) made available to the
parties.
11.09.09 Manifestation from our technical assistant corroborating the conclusions in the
expert opinion presented.
12.09.09 The Federal government requested a 30-day suspension of the legal
proceedings to await the Internal Revenue Dept. to return on the matter.
04.08.10 Request for suspension denied Appeal filed against this decision.
CURRENT PHASE: AWAITING THE FEDERAL GOVERNMENT TO RETURN.
If the chance of loss
is:
( ) probable ( x ) possible () remote
Analysis of the
impact if the case is
lost
Only the amount involved in the litigation, which has not been provisioned.
Amount provisioned,
if any
None

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
24

Nature: ( ) Labor ( x ) Civil () Tax ( ) Environment ( ) Other:
Case Nbr. 199750010093625
Judicial Authority Regional Federal Court 2nd Region
Level 2nd
Parties Involved:
Plaintiff: Federal Public Prosecutors Office (MPF)
Defendant: Usiminas S/A
Others: Gerdau Aominas and ArcelorMittal Comercial
Responsible office

Internal Legal Department Commercial Legal Management
Values, assets or rights involved Right to exploit the Praia Mole Private Port Terminal
Main facts
THE SUITS OBJECTIVE IS TO ANNUL THE VALIDITY OF THE CONTRACTS
THAT FORMALIZE THE CONCESSION.
11.10.1997 Suit distributed.
02.17.1998 Injunction requested by the Public Prosecutors Office (MPF)
denied, in which the control of the parties over the Terminal would be
removed.
11.09.2007 Court decision favorable to the companies. The motion of the
legal proceedings deemed totally invalid.
04.08.2008 Appeal presented by the MPF.
06.25.2008 Suit forwarded to second level court for the judging of the
MPFs appeal.
07.03.12 Favorable decision to the companies
11.12.12 - MPF filed appeal to STJ and to STF.
Analysis of the impact if the case
is lost
If the suit is judged valid, Usiminas loses the right to exploit the Praia Mole
Private Port Terminal.
Amount provisioned, if any None

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
25

Nature: ( ) Labor ( x ) Civil () Tax ( ) Environment ( ) Other:
Case Nbr. Declaratory Action 0275566-19.2010.8.13.0313
Judicial Authority Justice Court of Minas Gerais 2nd. Civil District Court of Ipatinga/MG
Level 1st
Date Commenced 07.04.2008
Parties Involved:
Plaintiff: IPS Port Systems Ltda. e IMPSA Port Systems Ltd.
Defendant: Usiminas Mecnica S/A
Others: None
Responsible office Davi Teixeira de Azevedo Advogados
Values, assets or
rights involved
R$ 301,791,759.05
Main facts
Civil lawsuit in which the plaintiffs claim reimbursement and indemnity for losses allegedly incurred due to
the supposed manufacturing of cranes out of specification (which was the purpose in the supply contract).
04.07.08 Distribution of the main suit to the 17th. Civil court for So Paulo, SP under n.
538.000.2008.133751-7.
09.09.09 the judge assigned to the case accepted the preliminary arguments of connection and
determined that the suit be redistributed to the Ipatinga/MG judicial district since there was in Ipatinga/MG
a process involving the same parties and related to the same contract; b) denied the expert investigation in
Spain.
12.09.10 Filed petitions insisting on the suit extinguishment in relation to the foreign plaintiff for lack of
proper caution and lack of financial credibility of the Brazilian defendant to present it
07.14. 11 The Plaintiff, Impsa Port Systems, was excluded from the active pole of the action
10.17.11 The plaintiffs presented interlocutory appeal to challenge the plaintiff exclusion from the action.
02.03.12 Return of the letter rogatory from Spain whose purpose was the technical expertise
02.23. 12 UMSA claimed the nullity of the expertise evidence produced in Spain.
04.19.12 the plaintiffs bill of review was judged partially founded and IMPSA is part of the plaintiff of the
action.
06.11.12 Both parties filed Special Appeal.
12.14.12 Published decisions of TJMG Vice Presidency not admitting Special Appeals.
01.09.13 Filed bills of review at TJMG against the decisions not admitting special appeals. Awaiting the
processing of the bills of review to STJ. The main action continues with the progress suspended, although
the bills of review have already been judged by TJMG. Awaiting procedural reactivation by the Courts or the
interested plaintiffs IPS and IMPSA. CURRENT PHASE: AWAITING TRIAL OF THE BILLS OF REVIEW AT STJ.
is:
Analysis of the
lost
Amount provisioned,
if any
None

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
26

Authority: ( x ) Administrative ( ) Judicial ( ) Arbitral
Case Nbr. PTA n 16643000217201074
Judicial Authority Administrative Council of tax Resources (CARF)
Level 1st
Parties Involved:
Plaintiff: Federal Government
Defendant: Usiminas
Others: None
Responsible office Sacha Calmon Misabel Derzi Consultores e Advogados
Values, assets or
rights involved
R$ 159,306,597.00
Main facts
THE TAX AUTHORITIES CLAIM THE PAYMENT OF IRPJ AND CSLL ON THE PROFITS ASSESSED
BY THE SUBSIDIARY USIMINAS INTERNACIONAL AT THE BALANCE SHEET DATE FOR
REDOMICILIATION (10/2005), FROM BRITISH VIRGIN ISLANDS TO LUXEMBURG,
ACCORDING TO ART. 74 OF PM 2.158-35, AND WHICH HAVE NOT BEEN OFFERED TO
TAXATION BY USIMINAS In BRAZIL.
30.08.10 Awareness of the tax notice.
29.09.10 Refutation of the tax notice presented by Usiminas.
17.10.11 Unfavorable decision to Usiminas.
16.11.11 Voluntary appeal filed by Usiminas.
CURRENT PHASE: WAITING FOR DECISION
is:
Analysis of the
lost
Amount provisioned,
if any
None

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
27

Case Nbr. Tax Collection Procedures 00241860420118130313
Judicial Authority
Justice Court of Minas Gerais Treasury of the Judiciary District of
Ipatinga/MG
Level 1st.
Parties Involved:
Plaintiff: Municipality of Ipatinga/MG
Defendant: Unigal Ltda.
Others: None
Responsible office Rodolfo Gropen Advocacia
Values, assets or rights involved R$ 103,074,103.51
Main facts
ISS LACK OF PAAYMENT OF TAX ALLEGEDLY DUE FOR
GALVANIZATION SERVICES RENDERED (SUBITEM 14.05 OF LIST OF
SERVICES - LAW 2.033/2003).
01.12.11 Published the distribution of Tax Collection Procedures.
09.28.11 Unigal offered industrial equipment as collateral pledge to
guarantee the debt and distribution of Motion to the tax collection
procedure
10.26.11 Granted the indication of assets and determined the drawing
upon f the collateral terms
07.04.12 Collateral term executed.
08.03.12 Distributed Motions to the Foreclosure.
If the chance of loss is:
is lost
Elapsed period 01 to 12/2004 and 01 to 08/2005
(06/12) R$ 35,048,598.77 (09/12) R$ 35,718,027.01 (12/12) R$
36,328,805.27
( ) probable ( ) possible ( x ) remote
Period from 09/2005 to 06/2009
(06/12) R$ 64,393,231.77 (09/12) R$ 65,623,142.50 (12/12)
R$ 66,745,298.24
( ) probable ( x ) possible ( ) remote
Amount provisioned, if any none
Case Nbr. None

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
28

Nature: ( ) Labor ( ) Civil ( x ) Tax ( ) Environmental ( ) Other:
Level 1st
Parties Involved:
Plaintiff: Usiminas
Others: None
Main facts
USIMINAS DISCUSS THE POSSIBILITY OF DISCONTINUING THE
PROCEEDING DUE TO ITS JOINT TO AMNESTY (LAW 11,941/09) EVEN
AFTER ITS FINAL UNAPPEALABLE DECISION, SINCE THIS REQUIREMENT IS
NOT EXPRESSED IN LEGISLATION.
Filed petition informing the adhesion to Payment in installments distributed
by Law 11.941/2009 and the waiver to the right on which the suit is based
and requiring the conversion into income of the deposit and survey of the
remaining balance by the company according to calculation attached to the
petition.
30.06.10 Issued decision refusing the waiver of rights on which the suit is
based and the request for survey of balance by the company and
determining the conversion of the full amount of the deposit into definite
payment to the Federal Government
12.07.10 Appeal filed by Usiminas.
CURRENT PHASE: WAITING FOR THE APPEAL JUDGMENT.
If the chance of loss is: ( ) probable ( x ) possible ( ) remote
Analysis of the impact if the case is
lost

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
29

Level 2nd
Parties Involved:
Others: INSS, INCRA, SESC, SENAC, FNDE, SEBRAE
Main facts
IN THE PERIOD FROM 05/1995 TO 10/1998, USIMINAS DISTRIBUTED THE
AMOUNT RELATED TO PROFIT SHARING TO ITS EMPLOYEES, WHICH IS EXEMPT
FROM SOCIAL CONTRIBUTION, PURSUANT TO THE FEDERAL CONSTITUTION. IN
2002, INSS DRAFTED AN ASSESSMENT AGAINST USIMINAS, REQUIRING THE
PAYMENT OF SOCIAL CONTRIBUTIONS ON THE PROFIT SHARING FOR
ALLEGEDLY BEING GRANTED NOT IN COMPLIANCE WITH THE LEGAL
FORMALITIES, WHAT WOULD RESULT IN THE LOSS OF THE CONSTITUTIONAL
IMMUNITY.
12.12.06 Suit Distribution.
11.07.06 Judicial deposit in the amount of R$ 44,539,737.63, by Usiminas
(precautionary action.
07.12.10 Court decision favorable to Usiminas.
11.12.10 Appeal filed by the defendants.
04.27.12 the defendants appeal was judged partially favorable (80% of the
debt excluded and 20% maintained).
05.04.12 Usiminas filed motions.
is lost
( 06/12) R$ 61,296,410.53 (09/12) R$ 62,467,171.97 (12/12) R$
63,535,200.76
( ) probable ( ) possible ( X ) remote
( 06/12) R$ 15,324,102.63 (09/12) R$ 15,616,792.99 (12/12) R$
15,884,000.00
( ) probable ( X ) possible ( ) remote
is lost

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
30

Nature: ( ) Labor ( x ) Civil ( ) Tax ( ) Environmental ( ) Other:
Case Nbr. 0008162292011807001
Judicial Authority Justice Court of the Federal District and Territories 18th Braslia/DF Federal Court
Level 1st
Parties Involved:
Plaintiff: MPDFT Public Ministry of the Federal District
Defendant: Usiminas Mecnica S/A 7th defendant
Others:
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.
Responsible office Srgio Bermudes Advogados
Values, assets or
rights involved
R$ 284,807,799.02
Main facts
PUBLIC ACTION FOR THE ASSESSMENT OF ALLEGED OVER BILLING IN THE CONSTRUCTION
OF JK BRIDGE IN BRASLIA, CLAIMING THE REIMBURSEMENT OF THE AMOUNTS IN EXCESS
THROUGH THE AMENDMENT TO THE CONTRACTOR AGREEMENT 516/00.
02.24.11 Summons.
08.19.11 UMSA filed appeal.
02.02.12 Protocol of evidentiary document.
07.09.12 Conciliation hearing without agreement.
07.09.12 Awaits decision of the preliminary argued and the request for the production of
evidences.
10.17.12 Preliminaries denied and production of evidences approved
CURRENT PHASE: AWAITING PRODUCTION OF EVIDENCES.
is:
Analysis of the
lost
The risk amount of Usiminas Mecnica is equal to the demand, which is not provisioned.
However, a right of recourse is feasible in case any payment is made on account of joint
liability.
Amount provisioned,
if any
None

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
31

Case Nbr. Popular action 00306942920128130313
Judicial Authority Justice Court of Minas Gerais Treasury of the Judiciary District of Ipatinga/MG
Level 1st
Parties Involved:
Plaintiff: Chenia Paula Rodrigues Lucas
Others:
Municipality of Ipatinga, Sebastio de Barros Quinto (mayor of Ipatinga 2004-
2009), Robson Gomes da Silva (mayor of Ipatinga 2009-2012), Nilton Manoel
(councilor).
Values, assets or rights involved R$ 1,683,291,827.93
Main facts
POPULAR ACTION FOR THE PAYMENT OF IPTU ALLEGEDLY DUE BY USIMINAS TO
THE MUNICIPALITY OF IPATINGA, FROM 1997 TO 2012.
THE PLAINTIFF CLAIMS THAT THROUGH DOCUMENTS AND INFORMATION IT
COULD BE NOTICED THAT SINCE 1997 USIMINAS PLANT IN IPATINGA/MG
CARRIED OUT SOME CONSTRUCTION, WITHOUT INCLUDING IT IN THE IPTU
CALCULATION BASIS, WHICH WOULD HAVE GENERATED A LOSS OF
RESOURCES TO THE MUNICIPALITY IN THE APPROXIMATE AMOUNT OF R$
1,590,727,376.22. REQUIRES THE DEFENDANT AWARD TO THE
REIMBURSEMENT OF THE UNCOLLECTED CREDIT AMOUNTS.
02/03/2012 Distribution.
CURRENT PHASE: WAITING SUMMONS.
If the chance of loss is: ( ) probable ( ) possible (x ) remote
is lost

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
32

Nature: ( x ) Labor ( ) Civil ( ) Tax ( ) Environmental ( ) Other:
Case Nbr. 33683620124013814
Judicial Authority 2nd Court of Federal Justice in Ipatinga/MG
Level 1st
Parties Involved:
Plaintiff: Srgio Santos Lopes e outros (+22 plaintiffs)
Defendant: Federal Government, MTE, IBAMA, USIMINAS and TEADIT
Others: None
Responsible office PAR Advogados Associados
Main facts
POPULAR ACTION FILED BY 22 EX-EMPLOYEES AND 1 USIMINAS EMPLOYEE,
BEFORE THE FEDERAL JUSTICE IN IPATINGA, CLAIMING THAT USIMINAS HAS
ALWAYS USED AND STILL OWNS IN ITS AREA, THE PRODUCT ASBESTOS NOT IN
COMPLIANCE WITH LEGISLATION. DEMAND ARISING FROM ACTS ALLEGEDLY
HARMFUL TO THE LABOR ENVIRONMENT.
15.10.12 Defense presented.
CURRENT PHASE: AWAITING FOR ORDER.
lost

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
33

Nature: ( ) Labor ( x ) Civil ( ) Tax ( ) Environmental ( ) Other:
Case Nbr. Public Civil Action 0020555-05.1995.8.24.0023
Judicial Authority
Justice Court of the Federal District and Territories 1st Court of the Public Treasury of
Florianpolis/SC
Level 1st
Date Commenced 03.29.1995
Parties Involved:
Plaintiff: General Prosecutor of Santa Catarina
Defendant: Usiminas Mecnica S/A 5th defendant
Others:
UMSA, Neri dos Santos, Miguel Rodrigues Orofino, Jos Acelmo Gaio and Ster Engenharia
S/A
Responsible office Srgio Bermudes Advogados
Values, assets or
rights involved
R$ 58,959,888.00
Main facts
PUBLIC CIVIL ACTION FILED BY THE GENERAL PROSECUTOR OF SANTA
CATARINA AIMING AT THE REIMBURSEMENT OF DAMAGES CAUSED TO THE
STATE TREASURY DUE TO ALLEGED UNDUE EXPENDITURES IN THE
CONSTRUCTION OF BRIDGE PEDRO IVO CAMPOS.
06.09.95 UMSA filed challenge and implead BNDES and Representaes STER Engenharia
S/A.
07.21.98 Decision granting the implead of BNDES and STER S/A.
01.26.99 BNDES filed denial to the implead made by UMSA.
04.12.04 Published decision justifying the suspension of suit and requiring the remittance
of records to the Justice Court, for having defendant in the condition of ex-Federal Deputy.
02.21.05 Decision that the matter is not of the jurisdiction of the Justice Court of the
State of Santa Catarina, requiring the return of records to the origin
07.27.11 UMSA filed questions and pointed out a technical assistance.
02.23.12 The appointed expert filed petition informing the acceptance of the
appointment and presented fees proposal, requiring the amount of R$287,954.00 for
payment of expert fees.

is:
Analysis of the impact
if the case is lost
The risk amount of Usiminas Mecnica is equivalent to the demand, which has not been
provisioned. It shall entitle however, the right of recourse if any payment is made on
account of joint liability.
Amount provisioned,
if any
None

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
34

Case Nbr. Assessment 40089241
Judicial Authority Finance Secretariat of the State of So Paulo
Level 1st
Parties Involved:
Plaintiff: State of So Paulo
Others: None
involved
R$ 99,099,000.74
Main facts
THE STATE OF SO PAULO REQUIRED THE RETURN OF EXTEMPORARY CREDITS USED
BY USIMINAS ALLEGING THAT THE CREDITS ARE: (I) USED IN DUPLICITY AND
WITHOUT INDICATION OF THE DETERMINING REASONS; (II) WITHOUT EVIDENCE OF
ORIGIN AND WITHOUT INDICATION OF THE DETERMINING REASONS; AND (III)
RELATED TO OPERATIONS OF INCOMING OF GOODS FOR OWN USE AND CONSUMPTION
AND WITHOUT INDICATINNG THE DETERMINIG REASONS.

10.23.12 Impugnation to the assessment filed by Usiminas.

If the chance of loss is: ( ) probable ( x ) possible ( ) remote
the case is lost
any
None

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
35

Nature: (x ) Labor ( ) Civil (x ) Tax ( ) Environmental ( ) Other:
Case Nbr. 00012379620125020251
Judicial Authority 1st Court of Cubato/SP
Level 1st
Parties Involved:
Plaintiff: Sindicato dos Metalrgicos (STISMMMEC)
Defendant: Usinas Siderrgicas de Minas Gerais - USIMINAS
Others: None
Responsible office Russomano Advocacia
involved
Not estimated
Main facts
PUBLIC CIVIL ACTION IN WHICH THE UNION ALLEGES THE MASS DISMISSAL BY
USIMINAS IN 2012 WITHOUT PREVIOUS NEGOTIATION WITH THE UNION. REQUIRES
THE REINTEGRATION OF ALL THE EMPLOYEES DISMISSED IN 2012 (MORE THAN
1,000), AS WELL AS THE PROHIBITION OF ANY NEW DISMISSAL BY USIMINAS
WITHOUT THE PREVIOUS JUDICIAL ACCEPTANCE AND AS REPAIR THE REALIZATION
OF ADVERTISING CAMPAIGN AGAINST MASS DISMISSAL AND PAYMENT OF THE
AMOUNT OF R$200,000.00 TO SANTA CASA DE MISERICRDIA DE SANTOS.

12.12.12 Summons received.
CURRENT PHASE: AWAITING HEARING ON 04/13.
the case is lost
Not estimated.
any

None

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
36

4.4. Describe the legal, administrative or arbitration proceedings, which are not
classified, in which the issuer or entities it controls are participants and in which the
opposing parties are managers or ex-managers, controllers or ex-controllers or
investors in the issuer or in entities it controls:
Not applicable, since the Company has no judicial proceedings having as opposing parties
managers, ex-managers, controllers, ex-controllers or investors of the Company or its
subsidiaries.

4.5. Regarding relevant, classified proceedings in which the issuer or entities it
controls are participants and which have not been disclosed in items 4.3 and 4.4
above, analyze the impact in the event they are lost and indicate the amounts
involved.
Not applicable, as there are no relevant, classified legal proceedings in which the company or
entities it controls participate, in this manner possible impacts are inexistent.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
37

4.6. Describe the legal, administrative or arbitration proceedings which are ongoing
or interconnected, based on similar facts and legal causes, which are not classified
and which as a whole are relevant, in which the issuer or entities it controls are
participants, specifying whether they are labor-related, tax-related, civil-related or
of another nature:
Amount involved R$ 775,973,657.75
any
None
Practices adopted by the
issuer or by entities that
it controls that caused
such contingency
ICMS TAXES REQUIRED TO BE PAID ON EXPORTS OF PRODUCTS CONSIDERED SEMI-
MANUFACTURED BY THE TAX AUTHORITIES (PRIOR TO EC 42/03).
Official notification from the State of So Paulo was received under the allegation that
Usiminas reportedly shipped semi-manufactured merchandize overseas during the May,
1991 to February, 1994 period. However, the exported merchandise was fully
manufactured and, as so, was not subject to ICMS on exportation, that being the reason
the company did not pay this tax.

Quantity of Proceedings 3
Nbrs. of the
proceeding(s)
I - Ordinary Suit n 583532008120242;
II -Ordinary Suit n 583532004025121;
III - Ordinary Suit n 583532005019200
Judicial Authority JUSTICE COURT OF SO PAULO: I and III 4th VFP; II 2th VFP
Level I and III- 1st; II 2nd
Date Commenced I 2004; II 2005; III 2008
Parties Involved:
Defendant: State of So Paulo
Others: None
Responsible office Advocacia Krakowiak
Chance of loss:

Main facts

I - Ordinary suit n 583.53.2008.120242-1
04.2508 Suit distributed in court.
03.25.10 Writ to suspend the demand for payment of the tax debt.
CURRENT PHASE: WAITING TAKING OF EVIDENCE.
II - Ordinary suit n 053.04.025.121-0
09.22.04 - Suit distributed in court.
03.21.06 - Writ to suspend the demand for payment of the tax debt.
CURRENT PHASE: WAITING TAKING OF EVIDENCE.
III - Ordinary suit n 053.05.019.200-3
08.24.05 - Suit distributed in court
08.24.05 - Writ to suspend the demand for payment of the tax debt.
02.14.06 Court decision favorable to Usiminas.
09.12.06 Special Appeal filed by the Treasury of the State of So Paulo.
12.03.12 Court decision confirming the favorable award to Usiminas.
07.02.12 the State filed special and extraordinary appeal
CURRENT PHASE: WAITING THE EXAMINATION OF ADMISSION OF APPEALS.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
38

Authority: ( X ) Administrative ( x ) Judicial ( ) Arbitral
any
None
Practices adopted by
the issuer or by entities
that it controls that
caused such
contingency
The company (Mill II) failed to attach the tax invoices for material in transit to customs
premises in Cubato with those for material in transit for exportation (period: 08 to 12/2004).

Quantity of
Proceedings
2
Nbrs. of the
proceeding(s)
I Tax Collection Procedure n 1570120100078666
II Tax Collection Procedure n 1570120110023335
Judicial Authority

I/II Cubato Jurisdiction - Sector of Fiscal Attachment
Level I/II 1st
Date Commenced
I - 2010
II 2011
Parties Involved:
Defendant: State of So Paulo - Public Treasury
Others: None
Chance of loss:

Main facts

12.02.10 Tax Collection Procedure distributed by the State of So Paulo.
01.10.11 - Usiminas offered to pledge area 19, located in Cubato/SP Plant, related to high
furnace 2, registration 7289, in order to guarantee the debt and distribution of Motions to the
tax collection procedure.
05.08.12 Pledge term executed.
06.06.12 Motions to Tax Collection Procedure distributed.
II Tax Collection Procedure n 1570120110023335
03.30.11 Tax Collection Procedure distributed by the State of So Paulo.
05.17.11 Usiminas offered to pledge area 05, located in Cubato/SP Plant, related to
registration 7275, in order to guarantee the debt and distribution of Motions to the tax
collection procedure.
08.01.11 judicial decision granting the pledge on the assets pointed out by Usiminas.
11.17.11 Pledge term executed.
12.19.11 Motions to the tax collection procedure distributed
CURRENT PHASE AWAITING TRIAL
19.12.11 Motion to Execution distributed.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
39

any
None.
the issuer or by entities
that it controls that
caused such
contingency
Tax authorities require the reversal of ICMS credits of materials considered as use and
consumption: USIMINAS classifies the refractory materials used in the steel production as
intermediary materials, whose appropriation of ICMS credits is permitted. However SO PAULO
tax authorities classify such materials as of use and consumption, whose appropriation of ICMS
credits is prohibited and requires the reversal of the related credits by USIMINAS.
Nbrs. of the
proceeding(s)
II - Tax Collection Procedure n 1570120100046407
III Infraction notice n 31600475
IV Infraction notice n 40106214
Judicial Authority
T Justice Court of the State of So Paulo:
I/II Cubato Jurisdiction - Sector of Fiscal Attachment
III State Finance Secretariat of Santos/SP
Level I 2nd II/III 1st
Date Commenced I 03/15/2006; II 07/15/2010; III 01/02/2012
Parties Involved:
Plaintiff: State of So Paulo
Others: None
Chance of loss:

Main facts

03.15.06 - Tax Collection Procedure distributed by the State of So Paulo.
08.02.06 Draft of the pledge instrument of the following assets offered by Usiminas: thick plates hot
laminated and cold laminated.
08.31.06 Refusals to execution distributed by Usiminas.
04.06.09 Refusals to tax collection procedures judged groundless.
07.03.09 Interposal of appeal by Usiminas.
CURRENT PHASE: WAITING FOR ANSWER OF APPEAL RECEIPT.
II - Tax Collection Procedure n 1570120100046407
07.15.10 - Tax Collection Procedure distributed by the State of So Paulo.
08.02.10 - Usiminas granted to pledge 117 thousand tons of thick plates of steel in order to guarantee the
debt and distribution of Motions to the Tax Collection procedures.
01.21.11 The State Finance disagreed from the assets granted for pledge by Usiminas and required the
judicial deposit of the executed amount.
04.06.11 Usiminas granted new assets for pledge: part of areas 01, 03, 16 and 30A of Cubato Plant.
09.12.11 judicial decision granting the pledge on the assets indicated by Usiminas.
11.29.11 Draft of the pledge instrument.
01.09.12 Motions to tax collection procedures distributed.
03.23.12 Appeal by the State of So Paulo in the attempt to obtain the pledge of financial assets of
Usiminas.
CURRENT PHASE: WAITING JUDGMENT.
III Infraction notice n 31600475
01.02.12 Denial to the infraction notice filed by Usiminas.
CURRENT PHASE: WAITING DECISION.
IV Infraction notice n 40106215
10.23.12 Denial to the infraction notice filed by Usiminas
01.08.13 Unfavorable decision to Usiminas
CURRENT PHASE AWAITING PRESENTATION OF APPEAL

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
40

Nature: ( ) Labor ( ) Civil ( ) Tax ( ) Environmental ( X ) Other: Defense of Competition
any
None
issuer or by entities that
it controls that caused
such contingency
Lawsuits proposed by Usiminas and by the now-extinct Cosipa requesting the
annulment of the decision of the Administrative Council for Economic Defense - CADE
which imposed fines on the companies referred to for supposedly engaging in illegal
anti-trust practices (cartel formation), jointly with CSN.

Nbrs. of the
proceeding(s)
I- Ordinary Suit n 2000.34.00.000087-1 (Usiminas); II Ordinary Suit n
2000.34.00.000088-4 (Cosipa)
Judicial Authority Federal Regional Court of the 1st. Region
Level 2nd
Parties Involved:
Defendant:
Administrative Council of Economic Defense CADE

Others: CSN
Responsible office
Franceschini e Miranda Advogados (Cosipa)
Wald e Associados Advogados (Usiminas)
Chance of loss:

Main facts

Ordinary Suit n 2000.34.00.000087-1 and Ordinary Suit n 2000.34.00.000088-4
12.07.99 Suit distributed in court.
07.31.03 - At a first-level court the condemnation was maintained, being suppressed a
portion of the fine, related to the alleged deceptive practice.
06.14.10 Appeals judged in TRF 1st Region, in decision that maintained the award
pursuant to the award issued in 1st trial court.
07.30.10 Motion appeals by the companies.
09.15.10 Distributed tax collection procedure n 41842-28.2010.4.01.3400, aiming at
the collection of the fine applied to Usiminas. Usiminas has not been summoned yet.
10.12.10- Order granting the acceptance of the guarantee insurance granted by
Usiminas and Cosipa, in order to guarantee the debt.
02.17.11 Suspension of the Tax Collection procedures aiming at the penalty
collection determined.
12.07.11 Special and Extraordinary Appeal filed.
CURRENT PHASE: APPEALS AWAITING TRIAL.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
41

Amount involved

R$ 127,453,690.50

any
None.
the issuer or by
entities that it controls
that caused such
contingency

Suits filed by former employees and outsourced employees of USINA DE CUBATO
claiming sundry labor amounts (overtime, transportation voucher, salary raises, labor
risk, unhealthy working conditions, meal voucher, indemnifications and fines of 40% of
FGTS).

Quantity of
Proceedings
Sundry.
Nbrs. of the
proceeding(s)
Sundry.
Judicial Authority Sundry.
Level Sundry.
Date Commenced Sundry.
Parties Involved:
Plaintiff:
Ex-employees of Usiminas S/A or ex-employees of companies hired by Usiminas
(Cubato Plant).
Defendant: Usiminas S/A (Cubato Plant).
Others: Companies hired by Usiminas (Cubato Plant).
Responsible office Rocha e Rosi Advogados Associados
Chance of loss:

Main facts

Joint responsibility of Usiminas (Cubato Plant) in suits filed by former employees of
hired companies.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
42

any
R$ 132,452,867.59
Quantity of
Proceedings
Sundry
Nbrs. of the
proceeding(s)
Sundry
Judicial Authority Sundry
Date Commenced Sundry
Parties Involved:
Plaintiff:
Ex-employees of Usiminas S/A or ex-employees of companies hired by Usiminas (Ipatinga
Plant).
Defendant: Usiminas (Ipatinga Plant).
Others: Companies hired by Usiminas (Ipatinga Plant).
Responsible office Rocha e Rosi Advogados Associados
Chance of loss:

( x ) probable ( ) possible ( ) remote
Main facts

Joint responsibility of Usiminas (Cubato Plant) in suits filed by former employees of hired
companies.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
43

any
None
Quantity of
Proceedings
Sundry
Nbrs. of the
proceeding(s)
Sundry
Judicial Authority Sundry
Date Commenced Sundry
Parties Involved:
Plaintiff:
Ex-employees of Usiminas S/A or ex-employees of companies hired by Usiminas (Ipatinga
Plant).
Defendant: Usiminas (Ipatinga Plant).
Others: Companies hired by Usiminas (Ipatinga Plant).
Responsible office PAR Advogados Associados
Chance of loss:

Main facts

Joint responsibility of Usiminas (Ipatinga Plant) in suits filed by former employees of hired
companies and own former employees suits involving the private pension plan of Usiminas.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
44

any
None
the issuer or by
entities that it controls
that caused such
contingency
REQUIREMENT OF IPATINGA PLANT IPTU FOR 2011 AND 2012. USIMINAS DEFENDS THE
NULLITY OF THE IPTU PAYMENT, DUE TO THE ADOPTION OF QUESTIONABLE CRITERIA FOR
THE ASSESSMENT OF THE TAX CALCULATION BASIS.
THE MUNICIPALITY UNDERSTANDS THAT THE AMOUNT DUE BY YEAR IS APPROXIMATE
R$47MM. USIMINAS, ON ITS TURN, UNDERSTANDS THAT THE AMOUNT DUE BY YEAR IS
R$17MM. IN RELATION TO IPTU 2011, USIMINAS PAID R$17MM AND SHALL CHALLENGE IN
COURTS THE REMAINING AMOUNT. FOR IPTU 2012, USIMINAS DEPOSITED IN COURTS
R$17MM AND IS CHALLENGING THE REMAINING AMOUNT IN THE ADMINISTRATIVE SPHERE.
New assessment in which the municipality charges the IPTU amounts from 2007 to 2010.
Quantity of
Proceedings 3
Nbrs. of the
proceeding(s)
I Tax foreclosure procedure n 00585211520128130313
II Administrative process n 0080082012/03407
III Administrative process n 0080082012/02513
Judicial Authority
I-Justice Court of Minas Gerais Treasury of the Judiciary District of Ipatinga/MG II and III-
Finance Secretariat of the Municipality of Ipatinga/MG
Level I/II/III -1st
Date Commenced I 20/01/11; II 19/01/12; III 06/07/12
Parties Involved:

Plaintiff:
I Municipality of Ipatinga
II - Usiminas S/A
III Municipality of Ipatinga
Defendant:
I - Usiminas S/A
II Municipality of Ipatinga
III Usiminas S/A
Others:
None
Chance of loss:

(06/12) R$ 66,942,445.64 (09/12) R$ 68,221,046.36 (12/12) R$ 69,387,626.25
( ) probable (x) possible ( ) remote

(09/12) R$ 280,159,448.36 (12/12) R$ 282,025,976.45
( ) probable ( ) possible (X) remote
Main facts

I Tax Foreclosure procedure n 00585211520128130313
03.09.12 Suit distribution for collection of IPTU 2010, in the amount of R$35MM.
CURRENT PHASE: WAITING SUMMONS.
II Administrative process n 0080082012/03407
03.06.12 Receipt of form for the payment of IPTU 2011, in the amount of R$47MM, by
Usiminas.
03.15.12 Usiminas deposited in courts R$17MM and filed defense against the remaining
amount of R$30MM.
CURRENT PHASE: AWAITING ENROLLMENT IN ACTIVE DEBT.

III Administrative process 0080082012/02513
07.27.12 Filed administrative defense.
CURRENT PHASE: AWAITING ENROLLMENT IN ACTIVE DEBT.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
45

Authority: ( X ) Administrative () Judicial ( ) Arbitral
Amount provisioned, if any None.
issuer or by entities that it
controls that caused such
contingency
THE TAX AUTHORITIES REQUIRE THE REVERSAL OF ICMS CREDITS OF MATERIALS
CONSIDERED AS OF USE AND CONSUMPTION, AS WELL AS THE PAYMENT OF THE
DIFFERENCE OF RATES RELATING TO INTERSTATE ACQUISITIONS OF MATERIALS OF USE
AND CONSUMPTION
Nbrs. of the proceeding(s) I Infraction notice n 0100016859497
II -Infraction notice n 0100017254220
Judicial Authority I/II Taxpayers Council of Minas Gerais
Level I 1st II 2nd
Date Commenced I 01/20/11; II 01/19/12
Parties Involved:
Plaintiff: State of Minas Gerais
Others: None
Chance of loss:

Main facts
I Infraction notice n 0100016859497
12.15.11 Denial to Usiminas partially deemed valid.
01.06.12 Review appeal filed by Usiminas.
06.18.12 Denied provision to the Review Appeal of Usiminas
CURRENT PHASE: WAITING DECISION.
II - Infraction notice n 0100017254220
08.29.12 Denial judged partially founded
09.10.12 Appeal filed
CURRENT PHASE: WAITING DECISION

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
46

Authority: ( X ) Administrative () Judicial ( ) Arbitral
Amount
provisioned, if any
None
Practices adopted
by the issuer or by
entities that it
controls that
caused such
contingency
Manifestations of noncompliance filed in face of decision making orders which did not
register the offsetting declarations transmitted in order to offset the following debits and
credits: credit of negative CSLL balance (2009) with CSLL and IPI debits (2010); credit of
negative IRPJ balance (2009) with IRPJ and CSLL debits (2010) and CSLL (2011); credit of
negative CSLL balance (2009) with PIS and COFINS debits (2009); credit of negative IRPJ
balance (2009) with IRPJ, CSLL, PIS/PASEP debits (2009).
Quantity of
Proceedings
4
Nbrs. of the
proceeding(s)
I -10680910765201243
II- 10680910764201207
III - 10680910763201254
IV- 10680910762201218
Judicial Authority I/IV Federal Revenue Service of Belo Horizonte/MG
Level I/IV 1st
Date Commenced I/IV 2012
Parties Involved:
Plaintiff: Federal Revenue
Others: None
Responsible office Botelho, Spagnol e Advogados Associados
Chance of loss:

Main facts
I -10680910765201243
II- 10680910764201207
III - 10680910763201254
IV- 10680910762201218
08.10.12 Filed Noncompliance Manifestation

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
47

4.7. Describe other relevant contingencies not covered in prior items.
The Company presents below other active contingencies considered relevant and which were
not covered in prior items.

Nbrs. of the
proceeding(s)
Ordinary Suit n 00001521619994025101
Judicial Authority STJ Second panel
Level STJ
Parties Involved:
Plaintiff: Extinguished Cosipa (Usiminas)
Defendant: Eletrobrs and Federal Government
Others: CVRD, Copene, Cimento Mau and others
Responsible office Advocacia Krakowiak
involved
R$ 702,490,800.00
Main facts
Ordinary suit filed by COSIPA and other (Plaintiffs) aiming to receive the full amount paid
to ELETROBRS as compulsory loan, in the period from 1977 to 1993, with the due
monetary restatement and interest, in accordance with the effective legislation criteria at
the time of the tax payment.
01.04.04 Issued award partially favorable to the Plaintiffs: the Judge did not agree with
the indices indicated by the plaintiffs for the monetary restatement of the amount due by
Eletrobrs.
03.05.04 Appeals, special and extraordinary filed by the Plaintiffs and appeal motioned
by Eletrobrs. The Plaintiffs succeeded on the challenge to the applicable index for
monetary restatement purposes, however, had an unfavorable decision that judged the
amounts paid from to 1977 to 1986 elapsed.
07.08.11 Appeal filed to STF aiming at the reversal of decisions related to the
prescription barring.
CURRENT PHASE: WAITING TRIAL.

( x ) probable () possible ( ) remote
the case is lost
None
any
None

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
48

Nbrs. of the
proceeding(s)
Ordinary Suit n 340556020014013400
Judicial Authority
Regional Federal Court of the 1st Region Seventh Group

Level 2nd
Parties Involved:
Plaintiff: Usiminas
Defendant:
Eletrobrs and Federal Government

Others: None
Responsible office Advocacia Passarinho Y Amoedo
Values, assets or
rights involved
R$ 1,896,539,466.97
Main facts
ORDINARY SUIT BROUGHT BY USIMINAS AIMING AT THE RECEIPT OF THE FULL AMOUNT PAID TO
ELETROBRS AS COMPULSORY LOAN IN THE PERIOD FROM 1977 TO 1993, WITH DUE MONETARY
RESTATEMENT AND INTEREST IN ACCORDANCE WITH THE CRITERIA OF EFFECTIVE LEGISLATION AT THE
TIME OF THE TAX PAYMENT.
12.14.01 Suit distributed
03.06.03 Published award partially favorable to Usiminas: the Judge did not agree with the indices indicated
by Usiminas for the monetary restatement of the amount due by Eletrobrs.
03.25.03 Appeal filed by all the parties.
03.24.04 Refused appeal to the defendants. Usiminas appeal partially approved.
05.26.04 Requests for reconsideration from the Government judged groundless and special appeal filed by
Eletrobrs not admitted.
12.19.06 Special appeal filed.
03.24.09 Special appeal of the Federal Government halted until final judgment of the repetitive appeal in
STJ.
08.12.09 Judged the repetitive appeal in STJ.
12.15.10 Filed petition of Usiminas requiring the adequacy of reconsideration rendered by TRF to the
decision term of the repetitive appeal.
07.01.11 The request for adequacy was granted and the process remitted to the seventh panel of TRF.
11.08.11 Judgment issued adequating to the leading case with some contradictions.
12.13.11 Motions filed by the parties.
11.26.12 New judgment issued with some new contradictions
12.14.12 New motions filed by the parties.
is:
Analysis of the
lost

Analysis of the
lost
None.
Amount
provisioned, if any
None

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Nbrs. of the
proceeding(s)
Ordinary Suit 323216220064013800
Judicial Authority
Regional Federal Court of the 1st Region Seventh Group

Level 2nd
Parties Involved:
Others: None
involved
R$ 149,745,678.77
Main facts
EXCLUSION OF THE ICMS TAX FROM THE BASIS FOR CALCULATING THE PIS AND COFINS
TAXES
THE COMPANY SEEKS REIMBURSEMENT FOR AMOUNTS PAID IN PRIOR YEARS REGARDING
ICMS INCLUDED IN THE BASIS FOR CALCULATING PIS AND COFINS TAXES.
10.13.06 Suit distribution.
0718.07 Published award favorable to Usiminas.
08.29.07 Appeal filed by the Federal Government.
09.25.12 Federal Government appeal judged valid.
10.11.12 Requests for reconsideration from Usiminas.


Analysis of the impact
if the case is lost
None
any
None

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Nbrs. of the
proceeding(s)
Ordinary suit n 210176120094013800
Judicial Authority 7th Court of Federal Justice Court Judiciary section of MG
Level 2nd
Parties Involved:
Others: None
Values, assets or
rights involved
R$ 142,897,027.00
Main facts
JUDICIAL SUIT FILED BY USIMINAS AIMING TO OBTAIN THE DECLARATION OF RIGHT
OF THE COMPANY TO USE THE PIS/PASEP AND COFINS CREDITS ON MACHINERY,
EQUIPMENT AND OTHER ASSETS INCORPORATED TO FIXED ASSETS.
24.08.10 Award issued judging Usiminas requests groundless.
30.08.10 Appeal filed by the Federal Government.
CURRENT PHASE: WAITING TRIAL.

is:

Analysis of the
lost
None
Amount provisioned,
if any
None

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Nature: ( ) Labor (x ) Civil (x ) Tax ( ) Environmental ( ) Other:
Nbrs. of the proceeding(s) Ordinary suit n 5830020121421777
Judicial Authority 19th Civil Court of the Capital So Paulo
Level 1st
Parties Involved:
Defendant: Brastubo Construes Metlicas Ltda.
Others: None
Responsible office Sergio Bermudes Advogados Associados
Main facts
COLLECTION SUIT FILED IN ORDER TO RECEIVE FROM BRASTUBO THE
AMOUNTS RELATED TO THE SUPPLY OF STEEL IN THE PERIOD FROM
OCTOBER/2009 TO MAY/2010.
05.02.12 Distribution of suit.
CURRENT PHASE: DEFENSE PRESENTED.

lost
Only the amount involved in the demand, which has not been provisioned.

4.8. Regarding the rules for the country of origin of foreign issuers and those of the
country in which securities belonging to the foreign issuer are in custody, if different
from the country of origin, identify:
Not applicable, seeing that the Company is not a foreign issuer.

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5. Market risks

5.1. Describe, in a quantitative and qualitative manner, the main market risks to
which the issuer is exposed, including in relation to exchange and interest rates.
The companys activities, financial situation and operating results may be impacted by changes
in policies or norms which involve or affect factors such as interest rates, exchange rates,
inflation, financial market liquidity and commodity prices. Alterations to these factors influence
the Companys results.
Regarding commodity prices, the Company is basically exposed to the prices for coal and iron
ore, which represent 28% of the consolidated cost of its production.

Part of the Companys debt is in foreign currency, especially U.S. dollars, while a significant
portion of its revenue is Real-denominated.
On December 31, 2012, 48% of the Companys consolidated debt, in the amount of
R$3,810,426 thousand, was in foreign currency, especially U.S. dollars. On the other hand the
Companys exports, mostly in U.S. dollars, represented approximately 20% of its total
revenue. In the face of this fact, the Companys exchange exposure implies that it incurs
market risks associated with exchange fluctuation of the Real in relation to the U.S. Dollar.
A significant portion of the Companys revenue is in Reais while a substantial portion of its debt
is in U.S. Dollars, so that a devaluation of the real vis--vis foreign currencies (particularly in
relation to the U.S. Dollar) can increase the Companys debt in Reais with an adverse effect on
its results and its financial situation.

Increases in domestic and international interest rates can negatively affect the Companys
results.
A substantial portion of the Companys debt accrues interest at floating rates. On December
31, 2012 part of the Companys total consolidated debt was tied to floating rates, especially
LIBOR and the Long Term Interest Rate/LTIR, more specifically R$ 959,700 thousand to LTIR
and R$ 2,501,209 thousand to Libor, corresponding respectively to 12% and 32% of its total
consolidated debt.
In this manner increases in domestic and/or international interest rates, especially in the LTIR
and Libor, may negatively affect the Companys results.

The Federal Government has exerted and will continue to exert significant influence on the
Brazilian economy. The Brazilian economic and political conjunction has a direct impact on the
Companys activities.
The Federal Government frequently intervenes in the Countrys economy and at times
significantly alters monetary, tax and credit policies, among others, to influence its course.
Federal Government measures to control inflation and to influence other policies can be
implemented through price and salary ceilings, depreciation of the Real, control of remittances
abroad, changes to the base interest rate as well as other means.

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Measures related to the economy adopted by the Federal Government may have important
effects on businesses and other entities in Brazil, including on the Company, and on market
conditions and the value of Brazilian securities. The Company may be adversely affected by
changes to the Federal Governments policies, as well as by other economic factors such as:
inflation;
economic stagnation;
exchange rate fluctuations and currency devaluation;
liquidity of the domestic securities and loan markets;
price instability and
scarcity of electric energy and rationing programs.

The uncertainty about the implementation of changes by the Federal Government in the
policies or rules that may affect these or other factors in the future may contribute for the
economic uncertainty in Brazil. Accordingly, such uncertainties and other future occurrences in
the Brazilian economy may harm the Companys activities and operating results.
The company cannot predict which tax, monetary, exchange, social security policies, among
others, will be adopted by the current and future Administration, nor if such policies will result
in adverse consequences for the countrys economy, our business, our operating results, our
financial situation and our perspectives.

The governments efforts to combat inflation may retard the economys growth and harm the
Companys business.
In the past Brazil suffered from extremely high inflation rates and as a consequence, adopted
a monetary policy that resulted in one of the highest real interest rates in the world. Between
2005 and December, 2012 the SELIC rate varied between 18.00% and 7.25% per annum.
Inflation and the measures adopted by the Brazilian government to control it, especially via the
Central Bank of Brazil, had and may once again have considerable effects on the Brazilian
economy and on the Companys business.
Rigorous monetary policies with high interest rates may restrict Brazils growth and the
availability of credit. Inversely, softer government and monetary policies and the reduction in
interest rates may lead to a higher rate of inflation and consequently volatility in growth and
the necessity for sudden and significant increases in interest rates. Furthermore, we may not
be in a position to adjust prices in effect to compensate for inflation, under the Companys cost
structure. Any of these factors may negatively affect its business.

Exchange instability may harm the Brazilian economy as well as the Company.
Over the last decades Brazils currency has been subject to frequent and substantial variations
in relation to the U. S. dollar and other foreign currencies. At December 31, 2012, 2011 and
2010, the Exchange rate was R$ 2.04, R$ 1.88 e R$ 1.67 per US$ 1.00 respectively, with real
devaluating at 8.5% in 2012, 12.6% in 2011 and appreciating 4.0% in 2010.

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Devaluation of the Real in relation to the U.S. dollar could create inflationary pressures in
Brazil and lead to an increase in interest rates, which in turn could negatively affect the
Brazilian economys growth through reduced consumption in such a way as to harm the
Companys financial situation as well as its operating results. Additionally, access to
international financial markets would be restricted and government intervention could occur by
way of recessive policies. Conversely, the strengthening of the Real in relation to the U.S.
dollar and other foreign currencies could result in a worsening of Brazils balance of trade,
facilitating imports and increasing competition for our products in the local market, as well as
in restraining export-based growth.

Occurrences and the perception of risk in other countries, especially emerging countries, may
adversely affect the market value of Brazilian securities and the price of Company shares.
The market for securities issued by Brazilian companies is to a certain extent influenced by the
economic and market conditions verified in other countries, including other Latin American and
emerging nations.
Although the economic conditions in these countries are different than those in Brazil, the
manner in which investors react to what happens in these other countries may adversely affect
the market value of Brazilian company securities, including shares issued by the Company.
Eventual crises in other emerging countries may reduce investor demand for securities issued
by Brazilian companies, among which those the Company places. These facts can adversely
affect the market value of Company shares which, if reduced, can make it difficult or even
impossible for the Company to gain access to the capital financing market for funding its future
operations.

The relative volatility and lack of liquidity of the Brazilian securities market may substantially
limit investors capacity to sell Company shares at the desired price and time.
Investments in securities negotiated in emerging markets, such as Brazils, frequently involves
greater risks compared with those for other world markets, being that the nature of such
investments is generally considered more speculative. The Brazilian securities market is
substantially smaller, less liquid and more concentrated and can be more volatile than the
main world securities markets.
Additionally the company cannot assure liquidity of the shares it issues. These factors may
considerably limit the capacity of a Company shareholder to sell the shares at the desired price
and moment.

5.2. Describe the market risk management policy adopted by the issuer, its
objectives, strategies and instruments, indicating:
a) Risks against which the Company seeks protection
The Company seeks to reduce exposure to exchange rate variations, commodity prices and
interest rates, cash flow volatility and avoid the mismatch between currencies.
It does not adopt specific protection related to inflation or market liquidity.

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b) Balance Sheet Hedge
To protect its Balance Sheet in relation to exposure to debt and supplier payables in foreign
currency, the Company possesses certain assets equally tied to foreign currency to grant it a
corresponding accounting hedge. These assets include cash invested in foreign currency and
export receivables.

c) Hedging Instruments employed
The instruments used by the Company are: (i) currency swap operations which replace foreign
currency subject to exchange exposure with 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 swaps, in which
floating rates are substituted for fixed rates; and (iv) commodities hedges, to avoid brusque
oscillations in their prices and (v) cash flow hedge (hedge accounting),as protection instrument
against foreign exchange risk.

d) Parameters employed to manage these risks
The companys Finance Policy, which is extended to entities it controls, sets the following
parameters:
- establishment of criteria for selecting banks and for choosing the allowed investments.
- stipulation of the objectives and of limits allowed for derivative operations.
- definition of the contracting level of its operations
- control of the degree of exposure to the financial Market risks
- monitoring of the foreign Exchange exposure

e) If the issuer operates with financial instruments with a variety of hedging objectives and
what these objectives are
As described in letter c above, instruments used are derivative financial instruments with the
purpose of hedging the Company from exposure to volatile foreign currencies, commodity
prices and interest rates, volatility of cash flow and avoid the mismatch between currencies.

5.3. Regarding the last fiscal year, inform whether there were any significant
changes to the main market risks to which the issuer is exposed or to the adopted
risk management policy.
In relation to the risks presented in items 5.1 and 5.2, the Company understands that there
were no significant changes in the risks presented, when compared to the prior year.
As from 2009, the Company adopted Financial Policy in order to establish general guidelines
for the management and investment of financial resources, coherent with the strategic
guidelines and the business risk profile. This policy aims to assure the efficiency in the
management of the company financial assets and liabilities, supported by the guidelines of
Cash Management and Market Risks Management, approved by the Executive board.

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In 2012, the foreign exchange impact on the Companys financial result was negative at R$191
million, due to the 8.9% devaluation of real before the US dollar. In 2011 the Company had
positive exchange impacts on its results in the amount of R$54 million, basically due to the
appreciation of real before the US dollar of 13%. In 2010 these exchange impacts were also
positive on its results in the amount of R$189 million, due to real appreciation before the US
dollar of 4 % and in 2009 these foreign exchange impacts were also positive in the amount of
R$ 970 million, due to the appreciation of real before the US dollar of about 25.5%. These
impacts are basically related to the loan and financing contracts in foreign currency, which
were 47% of the total amount financed in 2011, 50% in 2010 and 59% in 2009 (mainly US
dollar).
The Company searches for protection from the currency variations, carrying out swap
transactions, always subject to the guidelines established in its financial policy.

5.4. Provide other information which the issuer deems relevant
There is no other information deemed relevant.

6. Issuers background

6.1. Regarding the issuers incorporation, inform:
a) Date: 04/09/1954
b) Form: Publicly Traded Company
c) Country of incorporation: Brazil

6.2. Inform the term of duration of the issuer
Undetermined

6.3. Brief Background of the Issuer

Historical cycles of the Company
INCORPORATION (1956-1958)
In a scenario of optimism generated by the Development Plan for the government of President
Juscelino Kubitscheck (JK), the company is founded on April 25, 1956. In June 1957, the
Lanari-Horikoshi agreement consolidated Japanese participation in the Company which
received financial funds from the governments of the state of Minas Gerais, Brazil and Japan.
On August 16, 1958, JK lays the foundation stone for the construction of the plant in Ipatinga,
back then nothing more than a village with 300 inhabitants.

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CONSTRUCTION (1959-1962)
Ipatinga lacks infrastructure to house the 10 thousand workers needed for the Companys
building site and it develops an urban plan for the village which creates conditions for housing
company employees as well as the construction workers. On October 26, 1962, President Joo
Goulart lights the first blast furnace and inaugurates the plant, which then had a production
capacity of 500,000 tons of steel per year.

SOCIAL INVESTMENT (1965)
This year is a milestone in the development of the Companys social responsibility. On May 1
st
,
the Company inaugurates the Marcio Cunha Hospital. That same year it delivers to the
population a center for treatment of pneumonia, a center for preventive medicine, three
clinical wards with dental offices, a first-aid center located inside the mill - and a day-care
center.

1st EXPANSION CYCLE (1969-1974)
Brazil is going through a period of strong economic growth and the Company initiates its first
expansion cycle, which elevates production capacity to 1.4 million tons per year. In 1970, with
the founding of Usiminas Mecnica, it starts to sell to the civil construction and machinery
sectors. The following year the Research Center begins to develop its own projects and to
engage in the transfer of technology. In 1974, with the inauguration of blast furnace 3, annual
production reaches 3.5 million tons of steel.

BEATING THE RECESSION (1980)
The Company reacts to the financial crisis the country is going through with an internal savings
program, putting to work a new, more flexible and intelligent management system which
allows for improvements in the use of physical, financial and human resources. The Company
moves its head office to the new headquarters building in the Pampulha region, in Belo
Horizonte.

ENVIRONMENTAL INVESTMENT (1984)
The Company becomes a pioneer in the state of Minas Gerais by initiating the Xerimbabo
Project. This name in the indigenous Tupi language means pet, and the purpose of the
project was to develop courses, seminars and exhibitions focused on environmental education.

PRIVATIZATION AND MODERNIZATION (1991)
On October 24, 1991 the Company becomes the first government-owned business to be
privatized in the National Privatization Program. Soon after it receives investments in the order

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of US$ 2.1 billion to increase and optimize production through technological updates, as well
as for making environmental protection viable. In November of that year the Companys
shares begin to be negotiated in the So Paulo State Stock, Commodities and Futures
Exchange (BM&FBOVESPA S.A.).

INCORPORATION AND PIONEERING (1993-1996)
Companhia Siderrgica Paulista - Cosipa, one of the largest mills in Brazil, located in Cubato
(So Paulo state), is purchased by the Company which invests in technological updating,
environment recovery and safety. Still in 1993 the electrolytic galvanization process is
inaugurated with a US$ 228 million investment. In 1996 the Ipatinga mills becomes the first in
the country and the second in the world to receive the ISO 14001 certification, regarding
respect for the environment and environmental protection.

RESTRUCTURING (1998-2001)
The current corporate structure of Usiminas is the result of a corporate restructuring process
that occurred during the 1998 to 2001 period, involving Usiminas and Cosipa, through which
Usiminas became the sole shareholder of Cosipa. The restructuring included the reallocation of
assets and liabilities among Usiminas and Cosipa in such a manner that at the end of the
process the old Usiminas was incorporated by the old Cosipa which in turn altered its corporate
identity and headquarters, giving origin to the present Usiminas. The main assets of the old
Cosipa were transferred to a new corporation, which presently is Cosipa.
The right-of-use of the Cubato cargo port terminal and related activities; the right to use the
oxygen plant and to exploit gases generated by the steelmaking process at Cubato; and the
assumption of short-term debt were concentrated in Usiminas. Furthermore Cosipa issued
convertible debentures which were underwritten by Usiminas and converted to shares in
October, 2001, which consequently increased the Companys participation in Cosipas total
capital from 32% to 93%.
In 1999, after a USS$ 852 million investment, the Company inaugurates the most modern
production line for cold rolled sheets in the country Cold Roll Sheeting Facility 2, with an
annual production capacity of 1 million tons. In the same year Unigal Usiminas Ltda (Unigal
Usiminas), a company for manufacturing galvanized steel sheets used in automobile
production, is formed.

INTEGRATION (2005-2006)
Usiminas issues a public offer for the acquisition of Cosipas remaining shares held by the
latters minority shareholders, via an auction at BOVESPA and concluded on March 18, 2005.
The purpose was to cancel Cosipas open registration as a publicly traded company. This
registration was cancelled on April 5, 2005.
With the closing of its capital, Cosipa becomes a fully-owned subsidiary of the Company. Also
in 2005, a partnership with the Techint Group is announced together with a 14,2%
participation in Ternium mills, forming a company with a 12 million ton per year installed
capacity. In November, 2006 a new shareholder agreement is signed which strengthens the

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control group and reaffirms the commitment to continually improve the Companys production
process.

RECENT INVESTMENTS (2007-2012)
In order to optimize its business, throughout the latest 5 years, Usiminas carried out a series
of investments in its different units to improve the quality of its products, its production mix
and optimize the production and shipment of own iron ore.
In 2008 Usiminas acquired its iron ore mines, consisting in a reserve of 2.6 billion tons of iron
ore in the region of Serra Azul MG, one of the largest mining places in Brazil. This investment
is essential for Usiminas plans of protecting against the fluctuations of prices of its main input.
In order to ship this ore, the company also acquired, in the same year, a plot of land in Baa de
Sepetiba/RJ., for the construction of a port terminal.
Still in 2008, Usiminas acquired Zamprogna, so far the largest independent distributor of steel
and the largest manufacturer of welded pipes in Brazil, increasing its network distribution
mainly in the South of the country.
In 2009 Usiminas consolidated all its steel processing and distributor companies in a single
company creating Solues Usiminas.
2009 was also marked by the merger of old Cosipa, aiming at a synergy gain and optimization
of human and financial resources.
On March 18, 2009, Usiminas announced the launching of a new brand, initiating a large effort
to reformulate the architecture of its businesses. The new brand became an integral part of
Usiminas process of self-renovation which began in 2008 with the implementation of a
differentiated management model and the reformulation of its business structure.
Still in 2009, the Company consolidated the grouping of its areas of activities in four Business
Units: Mining, steel, Steel Processing and Capital Goods.
In 2010 the conclusion of two important investments should be highlighted. Coke Plant 3, in
Ipatinga, made the company self-sufficient in coke, contributing for the reduction of costs of
Usiminas. CLC, equipment of accelerated cooling of Thick Slags, provided Usiminas product a
new technology placing it at a new quality level. This equipment allows the access of Usiminas
products to promising markets (such as of oil and gas), in categories of products that could not
formerly be served by the company.
Still in 2010 Minerao Usiminas S.A. (MUSA) was created in partnership with Sumitomo
Corporation and, later, this company carried out several agreements to optimize its production
and shipment of product. With MMX, made a deal to use the Port in the region of Itagua,
which shall provide MUSA an export capacity as its production level increased. In 2011 several
agreements of cooperation and joint drawing were made to increase its productive capacity,
with MMX, MBL and Ferrous, in addition to acquiring the old litigation area.
In 2011, high investments were made, such as the new Hot Galvanization Line in Ipatinga,
increasing the product production capacity of more added value of the company and the
foundry line of Usiminas Mecnica.
2012 was marked by the entry of Ternium / Tenaris in replacement to Votorantim and
Camargo Correa in the controlling group formed by the shareholders Nippon Steel & Sumitomo

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Metal Corporation ( new name of Nippon Steel Corporation) and Previdncia Usiminas, which
executed a new Shareholders Agreement until 2031. The Company strengthened to redeem its
competitiveness through efforts focused on the key commercial and industrial areas of our
business.
In 2012, a large investment cycle in the Steelmaking came to an end. In the last five years,
about R$11 billion was invested in the modernization of our steel units and in the increase of
lamination and galvanization capacity for the production of more added value. The Company
completed its new Hot Strip Mill (LTQ2). With investments of about R$ 2.5 billion held since
2007, the equipment installed in the Cubato plant (SP), is one of the most modern in the
world, and has a production capacity of 2.3 million tons/year of hot rolled steel. With this, the
company increases its range of products aimed at markets with higher added value, such as
the auto parts industry, oil and gas, machinery and equipment, among others.
In parallel the Company started searching for more efficient industrial processes and for more
integration with the clients, searching for costs and CAPEX control and adapting to the context
of challenges experienced by the industrial sector.
In Minerao Usiminas the investments amounted to R$554.8 million in 2012, mainly related
to the Friable Projects, whose start up is forecast for the beginning of the second half of 2013,
when the production capacity of iron ore in MUSA shall reach 12 million tons per year.

6.4. Date of CVM registration
04/11/1994

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6.5. Describe the main corporate events, such as incorporations, mergers, spin-offs,
incorporation of shares, sales or purchases of corporate control, acquisition of
important assets, which have affected the issuer or any of its related companies or
controlled entities in the last three fiscal years:
Fiscal year ended December 31, 2012

a) Event
Downstream merger of Summit Empreendimentos
Minerais Ltda.
b) Main conditions of the business
On October 26, 2012, Minerao Usiminas S.A.
(MUSA), in order to obtain operating synergies,
merged its shareholder Summit Empreendimentos
Minerais Ltda. (SEM), limited liability company,
headquartered in So Paulo, State of So Paulo, as
downstream merger.
c) Companies involved MUSA and SEM
d) Effects of the transaction on
shareholder structure, especially
regarding the controlling parties
participation, of shareholders with
over 5% ownership of the capital
stock and Company management
Due to this merger, the capital shares of MUSA owned
by SEM were attributed to Serra Azul Iron Ore L.L.C.
and to Sumitomo Corporation do Brasil S.A., sole
quotaholders of SEM.
e) Shareholder structure before
and after this transaction
No changes to the Companys shareholder structure
after the downstream merger of SEM.

a) Event Merger Minerao Ouro Negro
b) Main conditions of the business On September 28, 2012, Minerao Ouro Negro
was merged by Minerao Usiminas
c) Companies involved Minerao Usiminas and Minerao Ouro Negro
This transaction did not cause any effects.
after the merger of Minerao Ouro Negro.

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a) Event Close down of Usiminas Portugal activities
b) Main conditions of the business
On November 30, 2012, the Company restructured
its corporate interest abroad, opting for closing
down Usiminas Portugal activities, company located
in Portugal. This company was subsidiary of
Usiminas International.
c) Companies involved Usiminas International and Usiminas Portugal
No changes to Usiminas International corporate
structure

a) Event Close down of Fasal Trading Corporation activities
b) Main conditions of the business On August 03, 2012, the Company restructured its
corporate interest abroad and closed down Fasal
Trading Corporation activities, located in Florida, United
States of America. This company was subsidiary of
Fasal Trading Brasil.
c) Companies involved Fasal Trading Brasil and Fasal Trading Corporation
No changes to Usiminas International corporate
structure

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a) Event Acquisition of Minerao Ouro Negro
b) Main conditions of the business On November 25, 2011, the subsidiary Minerao
Usiminas acquired 1,214 thousand common shares
from the company Minerao Ouro Negro, representing
the totality of its capital share.
Minerao Ouro Negro is a privately held company,
headquartered in the city of Itana, State of Minas
Gerais, whose main corporate purpose is the
exploration and sale of iron ore.

c) Companies involved Minerao Ouro Negro
after the acquisition of Minerao Ouro Negro.


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a) Event
Optimization of and adding value to Mining-related
businesses
b) Main conditions of the business For Minerao Usiminas S.A. (Usiminas Mining), an
entity controlled by the Company, the following asset
transfers are highlighted:
i. Mining assets and corporate participation in ore
embarkation terminals in the Serra Azul region, state of
Minas Gerais; ii. Shares representing 49.9% of the
voting stock and 83.3% of the total capital stock of
Usiminas Participaes e Logstica S.A. (UPL); iii.
Land located in Itagua, state of Rio de Janeiro, after
the already authorized restoration process is finalized.

Acquisition by Sumitomo Corporation of 30% of the
capital stock of Usiminas Mining, through exercising
stock options for new shares up to the total amount of
US$ 1.934 million, of which US$674 million are
conditioned to the confirmation of future events.
c) Companies involved Minerao Usiminas S.A.
The mining assets were part of Usiminas holdings, and
after this transaction Usiminas became the owner of
70% of Minerao Usiminas S.A., consequently
becoming its controlling party. Sumitomo Corporation is
the other participant.

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a) Event
Transfer of the participation held by Usiminas in MRS
Logstica S.A.
b) Main conditions of the business Usiminas full participation in MRS Logstica S.A. will be
transferred to Usiminas Participaes e Logstica S.A.
(UPL), a holding company which has never before
engaged in any transaction or activities and which is
controlled by the Company. This is subject to the prior
approval of the ANTT National Agency for Terrestrial
Transportation.

c) Companies involved Usiminas Participaes e Logstica S.A. (UPL) and
MRS Logstica S.A.
After this transaction, MRS Logstica S.A. became an
indirectly controlled party of the Company.

6.6. Indicate if the issuer filed for bankruptcy, as long as it was based on a relevant
amount, or for judicial or non-judicial recovery
There was no filing for bankruptcy in the last three fiscal years.

6.7. Provide other information deemed relevant by the issuer
The company understands that there is no further relevant information to be added to this
item 6 of the reference form, other than that provided above.

7. Issuers activities

7.1. Describe briefly the activities the issuer and controlled entities engage in
In accordance with its values, vision and corporate identity, the Company consolidates the
group of its operations into four main business units:
1. Mining and Logistics;
2. Steel;
3. Steel Transformation;

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4. Capital Goods.
The mining assets belonging to the Serra Azul mine in the Minas Gerais Iron Quadrilateral have
been allocated to the mining and logistics business unit along with an area located in Itagua
Port, state of Rio de Janeiro, owned by Usiminas and which shall be transferred to Minerao
Usiminas. The business unit also features the Companys participation in MRS Logstica S.A.
(MRS), a concessionaire which controls, operates and monitors the southeast region of the
Federal Railway Network (Rede Ferroviria Federal).
The steel activity includes the Ipatinga (MG) and Cubato (SP) mills and the participation of
Unigal Usiminas Ltda, joint-venture between the Company (70% of participation) and Nippon
Steel & Sumitomo Metal Co. (30% of participation), that processes hot dip galvanized coils.
The galvanized steel is mainly used in the automobile, electrical appliances and civil
construction industries. Up to February 2011 the steel activities still counted on the
participation in Ternium S.A. (Ternium), company in which a Company subsidiary held
14.25% of total capital. The Company sold its participation in February/2011. Two private
terminals for mixed-use also belong to the steel works business unit: The Praia Mole Private
Terminal (TPPM) in Esprito Santo state, in which the Company participates under a
condominium arrangement and the Private Maritime Terminal in Cubato (TMPC) in So Paulo
state, both located outside of the Organized Ports of Vitoria and Santos.
The steel processing business unit encompasses the following companies: Solues em Ao
Usiminas S.A (Solues Usiminas) and Automotiva Usiminas S.A. (Automotiva Usiminas).
Solues Usiminas was consolidated in 2009 with the merger of Fasal S.A. Comrcio and
Industria de Produtos Siderrgicas (Fasal) and Rio Negro Usiminas S.A. (new corporate name
for Dufer S.A. - Dufer) following the incorporation of Rio Negro Comrcio e Indstria de Ao
S.A. (Rio Negro), Zamprogna NSG Tecnologia do Ao S.A (Zamprogna) and Usimpex
Industrial S.A. (Usial), the organizations of the Company that deal with processing and
distributing steel, and the Usicort industrial unit. Solues Usiminas capital stock is divided
among the Company (68.9%), Metal One Corporation (20%) and the Sleumer family (11.1%).
Automotiva Usiminas is the only company in the auto parts sector that produces and
assembles complete truck cabin kits fully painted in either base or metallic finishes. Due to its
proximity to the automotive industry, it plays an important role as a sensor of this market and
of its peculiarities to the Company. Through it the Company is in a position to meet market
needs and is qualified to develop strategic actions for the future. Additionally the Company can
promote training to offer goods and services ranging from raw material development to the
finished product by way of the stamping, welding, painting and final assembly processes.
The Company is active in the capital goods sector through Usiminas Mecnica S.A.
(Usiminas Mecnica), one of the largest companies in its sector in Brazil that supplies various
industrial segments with high value-added products such as industrial equipment and metallic
structures, blanks and stamped items, a variety of assembled kits and cast and forged iron
products.
For more information on the Companys and its controlled entities business activities, see item
9.1. c of this Reference Form.

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7.2. Regarding each operating segment that has been divulged in the latest tax-year
closing financial statements or, when applicable, in consolidated financial
statements, indicate products and services sold, revenue generated by the segment
and its share in the companys overall net revenue, and the profit or loss of the
segment and its share in the overall result.
a) Products and services sold

In the Business Unit of Steel, Usiminas produces and sells heavy plates, hot rolled and cold
rolled laminated products and slabs, which are among its uncoated products; and electrolytic
and hot-dip galvanized goods, which are part of its coated product line.
Slabs: Primary products, resulting from the continuous casting of carbon steel (from ultra-slow
to high content) and/or micro alloyed, from 200 to 250 millimeters thick, 700 to 2.000
millimeters wide and 2.450 millimeters long. The slabs are basic input for the production of
other flat products but can also be sold to clients.
Heavy plates: Heavy plates are produced in a lamination process involving low-carbon steel
plates with low alloy and welded steel content, which can be thermally treated and are
produced in different resistance levels (300 to 1000MPa). As regards to dimensions, they may
vary from 6.0 to 150 millimeters thick, width from 900 to 3,900 millimeters and length from
2,400 to 18,000 millimeters. Heavy plates can be supplied as laminated, normalized or
temperate, and as conventional lamination, controlled lamination or lamination with thermo
mechanical control. Heavy plates are normally used in infrastructure projects, naval
construction, structural engineering (including bridges, sheds and buildings), platforms, piping,
agricultural and mining inputs and electric energy generation plants.
Hot rolled flat steel: These products comprise coils and sheets and feature levels of resistance
that range from intermediate to high. Hot rolled coils are a maximum of 20.0 millimeters and
a minimum of 1.5 millimeters thick. Hot rolled laminated products are manufactured with a
thickness that varies from 715 millimeters to 2.050 millimeters. The coils are used in auto
parts manufacturing, small diameter pipes, civil construction, heavy structures, machinery and
equipment, road and railway equipment, agricultural inputs and components of electro
electronic equipment.
Cold rolled flat steel: The companys mills produce a complete line of cold rolled sheets and
coils with a thickness ranging from 0.20 to 3.0 millimeters and widths from a minimum of 750
up to a maximum of 1.860 millimeters. Cold rolled sheets and coils are used in the automotive
and auto parts industry, in household objects, electrical appliances, packaging, small diameter
pipes and in the civil construction and furniture sectors.
Galvanized Products: Galvanized products are manufactured out of cold rolled steel sheets. The
galvanizing process consists of coating the steel with zinc on one or both sides. The zinc is
applied in a heat immersion process (hot dip galvanized products) or a process of electrolysis
(electrolytic galvanization). Galvanized products can be used in the manufacturing of a wide
range of products, including car and truck chassis, civil construction (walls, tiles, partitions,
chutes) electrical appliances and electric equipment, storage tanks and agricultural equipment.
Items galvanized via hot dip and electrolysis are produced at the Ipatinga facilities.

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Galvanization is one of the most effective and cheap processes to protect steel against
corrosion caused by exposure to water or the atmosphere. The company produces galvanized
sheets and coils in continuous hot dip assembly lines in thicknesses that range from 0.40
millimeters to 3.00 millimeters and in electrolytic galvanization line with thickness between
0.40 and 2.00 mm and width from 700 millimeters to 1,650 millimeters. Both processes result
in products with a highly adherent layer of zinc, capable of being further worked in practically
all bending and stamp pressing machinery. Automobile manufacturers and the electronic home
appliance and civil construction sectors use products processed in stamping presses (which
leads the process of forming designs on the steel).The value-added nature of the galvanization
process allows the Companys mills to obtain a higher profit margin in galvanized products.

In the Business Unit of Capital Goods, Usiminas counts on Usiminas Mecnica which is one of
the largest companies of capital goods in Brazil. The Company performs in Metallic Structures,
Naval and Offshore, Oil and Gas, Industrial Equipment, Industrial Assemblies and Foundry and
Railway Wagons.

In the Business Unit of Steel Transformation, Solues Usiminas performs in the distribution,
services and manufacture of small diameter pipes, providing to its clients products of high
added value. The Company is able to process more than 2 million tons of steel per year in its
11 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 services of cut of steel
products Solues Usiminas manufactures Stamped and Blanks for different economic sectors,
such as Automobile, Auto parts, Civil Construction, Distribution, Electric electronic, Machinery
and Equipment, Household appliances, among others. Below is the description of these items.
Stamped Products: Stamped products are, in their majority, cold rolled and electrolytic
galvanized sheets and coils, cut and stamped in special shapes. They include internal and
structural (chassis) auto parts. The Company considers stamped products to represent another
highly profitable market niche.
Blanks: Blanks are hot or cold rolled or electrolytically galvanized sheets or coils cut in special
shapes (blanks), stamped parts, automotive and engineering services, manufactured and
processed in the Companys distribution service centers.
Still in the Business of Steel Transformation, there is the industrialization and sale of laminated
steel, processed in the plants, to meet the specific needs of clients. Solues Usiminas sells
products (the whole line of the Companys flat steel, in addition to different blanks, welded
sets, coils, welded pipes in carbon and stainless steel) and services (cross and longitudinal
sectional, laser welding, offline washing and sheets spreading) for clients from different
sectors.
Automotiva Usiminas manufactures parts and cabs painted at their definite color, from the raw
material development to the finished products, going through the stamping, welding, painting
and assembling processes.

In the Mining Business Unit, Minerao Usiminas owns mining assets with potentially drawing
reserves estimated at 2.6 billion tons. In 2012, Minerao Usiminas sales totaled 6.1 million
tons of iron ore, 71% of which to Usiminas and 29% to other clients.

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Other Products: The Companys mills engage in sales of the so-called special products, which
are cast or forged iron, non-laminated products (such as those used in sludge and slag
chutes), carbon chemicals (benzene-toluene-xylene BTX, ammonia, tar, naphthalene and
pitch) and lamination services for slabs and discarded items (such as old engines, non-ferrous
scrap and deactivated equipment). The Companys foundry in Ipatinga, the largest in South
America in terms of the size of items it produces, manufactures special-order parts for own-
use and for external customers including other steelmakers. Forged parts are produced in
steel, cast iron and other metals under specification for a variety of hydro-electric plants,
mines, mills, paper mills among others. Ipatinga also manufactures forged bars.

b) Revenue generated by the segment and its share in the overall net revenue of the issuer;
and c) profit or loss of the segment and its participation in the issuers overall result.
The following table shows the revenue generated by each segment and its share in total
Company net revenue, as well as the operating profit or loss for each segment.

At December 31, 2012
In thousands of
reais
MINING
STEEL
MAKING
STEEL
PROCESSING
CAPITAL
GOODS

ADJUSTMENTS
CONSOLIDATED
COMPANY

Net Sales Revenue 898,537 11,452,533 2,077,086 1,017,371

(2,736,728)

12,708,799
Internal Market 669,154 9,053,942 2,045,724 1,015,049

(2,673,075)

10,110,794
External Market 229,383 2,398,591 31,362 2,322

(63,653)

2,598,005
Cost of Products sold (341,994) (11,488,927) (1,887,065) (997,214)

2,666,900

(12,048,300)
Gross Profit 556,543 (36,394) 190,021 20,157

(69,828)

660,499
Operating (Expenses)/
Revenue

(151,246) (469,701) (183,228) (55,967)

(860,142)
Operating Profit/(Loss)
before Financial exp.

405,297 (506,095) 6,793 (35,810)

(69,828)

(199,643)
EBITDA 439,256 378,482 59,724 (10,566)

(68,821)

798,075
EBITDA MARGIN 48.9% 3.3% 2.9% -1.0%

6.3%
% Share of Consolidated
Net Revenue

5.82% 74.15% 13.45% 6.59%

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In thousands of
reais

MINING

STEEL
MAKING

STEEL
PROCESSING

CAPITAL
GOODS

ADJUSTMENTS

CONSOLIDATED

Net Sales Revenue
974,253 10,421,067 2,148,859 1,418,709 (3,060,929) 11,901,959
Internal Market 822,251 9,047,223 2,107,330 1,417,536

(3,048,996)

10,345,344
External Market
152,002 1,373,844 41,529 1,173 (11,933) 1,556,615
Cost of Products sold
(270,272) (10,230,829) (1,976,996) (1,234,875)

3,105,181

(10,607,791)

Gross Profit
703,981 190,238 171,863 183,834 44,252 1,294,168

Operating (Expenses)/
Revenue
(138,308) (244,156) (192,382) (99,067)

5,597

(668,316)

Operating Profit/(Loss)
before Financial exp.

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
EBITDA MARGIN
62.0% 4.4% 1.9% 7.9% 10.6%

% Share of Consolidated
Net Revenue
6.51% 69.65% 14.36% 9.48%

In thousands of
reais

MINING

STEEL
MAKING

STEEL
PROCESSING

CAPITAL
GOODS

ADJUSTMENTS

CONSOLIDATED

Net Sales Revenue

959,787

11,496,110

2,433,063

1,447,313

(3,373,878)

12,962,395
Internal Market

882,604

9,686,274

2,379,256

1,447,313

(3,373,878)

11,021,569
External Market

77,183

1,809,836

53,807

0

1,940,826
Cost of Products sold

(288,011)

(10,047,953)

(2,189,638)

(1,260,056) 3,354,119 (10,431,539)
Gross Profit

671,776

1,448,157

243,425

187,257

(19,759)

2,530,856
Operating
(Expenses)/ Revenue

(89,200)

(229,516)

(202,933)

(106,744)

(628,393)
Operating
Profit/(Loss) before
Financial exp. 582,576

1,218,641

40,492

80,513

(19,759)

1,902,463
EBITDA

638,192

1,818,774

101,635

111,373

(19,759)

2,650,215
EBITDA MARGIN

66.5%

15.8%

4.2%

7.7%

20.5%
% Share of
Consolidated Net
Revenue

5.88%

70.37%

14.89%

8.86%

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7.3. Regarding the products and services corresponding to the operating segments
disclosed in item 7.2., describe:
Mining and Logistics
a) Features of the production process
The production process consists of iron ore extraction (excavation, breakdown and moving)
and processing (crushing, washing, concentration). The technology employed is domestic,
furnished by former J. Mendes, now acquired, and continuously improved by Usiminas, always
aligned to the sustainability of its business and expansion projects. Annual production reaches
8 million tons of iron ore. The machines, equipment and facilities are covered by the
Companys corporate insurance policy. Prevention maintenance is done periodically in
conformity with its security plans and policies.

b) Features of the distribution process
In 2012, 70.9% of the total volume sold was to the Ipatinga MG and Cubato SP mills
owned by Usiminas, with the remainder being commercialized without the interference of
commissioned or reselling third parties. In 2010 the total volume sold to the plants owned by
Usiminas was 82.6%, and in 2011 was 77.8%, such reduction is due to the increase of share
in the foreign market. Distribution occurs via highway transportation contracted with
independent transport companies and those belonging to the Company, goods being delivered
at the Itana and Sarzedo, Minas Gerais railway terminals. The other distribution steps are the
defined in accordance with the commercial agreement, through railway transportation up to
the plants owned by Usiminas or to the port terminals when addressed to the foreign market.

c) Features of the markets in which the activity operates
2010 started with signs of heating and more stable markets, other than 2009, marked by
uncertainties. The prices of iron ore products recovered to pre-crisis levels and the price
methodology previously determined with annual duration varied and started being determined
based on quarterly readjustments, better reflecting the demand fluctuations for iron ore. The
margins for iron ore products have significantly increased, when compared to the crisis period,
and the expansion projects returned to decisions making considerations to be accelerated. This
year, 6.8 million tons were produced, shipped to their own Plants, clients in the domestic and
foreign markets.
In 2011, although the iron ore prices have achieved a record during the first quarter of the
year, as from the end of the third quarter, the international economy presented levels of
deheating, particularly arising from stagnation in the developed countries and moderate
growth of the emerging economies. Internally, the countrys growth shows traces of vigor,
representing 2.7% of GDP according to IBGE data. The iron ore prices in the first half of the
year presented more favorable levels in comparison to the previous year, declining in the
second half due to some uncertainties mainly in the maintenance of the growth pace of large
Asian markets, purchasers of iron ore. 2011 ended its activities with a production of 6.3 million
tons, shipped to its own Plants, to clients in the domestic and foreign markets.

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Due to an uncertainty environment, 2012 was a challenge to the global economy, grew below
the long term trend for the second consecutive year. The drop in ore prices was one of the
consequences for the adverse macro scenario. The iron ore prices became much more volatile,
with a great low volatility, particularly in the third quarter of the year.
The ore extraction occurs in mining concession areas authorized by DNPM, in own and third
party drawings.

d) Eventual seasonal factors
There are none.

e) Main supplies and raw materials
The main supplies and raw materials purchased are fuel (diesel oil, gasoline), the market for
which is regulated by the National Petroleum Agency ANP, and explosives for civilian use
regulated by the Ministry of Defense.

i) Description of the relationship with suppliers, including whether they are under
government control or regulation with the indication, if this is the case, of the respective
agencies and applicable legislation they are subject to
The Company has entered into long and short-term agreements with fuel suppliers which do
not belong to the Usiminas group of companies to supply all of its units, negotiating more
favorable prices due to the volumes consumed. Regarding explosives, the Company has
entered into long and short-term agreements with suppliers which do not belong to the
Usiminas group of companies for the supply of a large part of this input and purchases a
smaller portion from various suppliers in the market. The supplies are subject to specific
regulations: the diesel oil and gasoline market is regulated by the National Petroleum
Agency (ANP Resolution nbr. 12 of March 21, 2007) while explosives for civilian use are
regulated by the Ministry of Defense (Decree 3665 of November 20, 2000).
ii) Eventual dependence on a few suppliers
The supply of input and raw materials that the Company requires is contracted with a
dispersed supplier base. For this reason the Company is not restricted to a few suppliers to
purchase these inputs and raw materials.

iii) Eventual volatile supplier prices
The prices of supplies and raw materials that the Company purchases are not relevantly
volatile, except for the fuel that is influenced by the oscillations related to the price behavior
of the oil price in the international market.

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Steel
The Ipatinga and Cubato mills are integrated. Below follows a brief description of the mills
process.

- Raw Material patios
The main raw materials employed in steel production in integrated mills are coal, iron ore,
limestone, dolomite and manganese. Iron ore and coal are stored in raw material patios. Later
they are homogenized, strained and calibrated to be used in the coke plants and blast
furnaces.

- Coke plants
The coal mixture (high, medium and low volatility and soft coal) is crushed and heated in
vertical furnaces for the removal of its volatile components. This distillation process transforms
the coal into coke, the fuel for the blast furnaces which furnishes heat and acts as a reduction
agent. This process also produces gas as a by-product which is burnt in the mills furnaces and
used as a source of fuel for their own generators. See Raw Materials.

- Sintering plants
After the homogenization and straining process, the iron ore and coal dust are mixed with
other matter (fine coke, limestone, dolomite, dunite and anthracite) and processed in such a
manner as to create an agglomerated substance called sinter. These raw materials are mixed
and accommodated on moving conveyors which at their starting point possess ignition
furnaces which initiate the combustion of the coke and anthracite in the mixture. Next, by
means of air suction, the mixture is kept burning until its full combustion, when the particles of
the fine iron ore and other added matter also go through a superficial bonding process in which
they agglomerate and form a cake. After this mass is crushed and strained it will be used in
producing sinter, measured in adequate amounts for use in the blast furnaces together with
the iron ore and coke pellets.

- Blast furnaces
The blast furnace is filled with sinter, coke, granulated ore and pellets. During the process air
is introduced by special compressors, goes through a heating process in heat regenerators and
is blown into the blast furnace by special vents, which leads to the combustion of the injected
coke and coal. This combustion generates mainly carbon monoxide reduction gas which will
react with the oxygen from the iron ore (contained in the sinter, pellets and granulated ore) in
the top part of the blast furnace and will absorb the oxygen, generate carbon dioxide and free
up the iron metal. In the lower part of the blast furnace, where the combustion of injected
coke and coal occurs, iron and the other impurities in the ores are melted and are deposited in
two phases: pig iron (composed mainly of iron and carbon) and the slag, mainly made up of
silica, aluminum, calcium and magnesium oxides. This compound matter, composed mainly of

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iron and about 4% of carbon which it absorbs in contact with the coke, is called pig iron, the
main raw material used in producing steel.

- Mills
In the mills the molten pig iron together with purchased scrap pig iron, scrap steel and other
additives in small volumes such as manganese, nickel and aluminum ores are oxygen-blown
after being loaded in converters. This will cause the combustion of the carbon in the pig iron
thereby reducing its content in the ferrous-carbon alloy and generating heat to melt the scrap
and other additives. The alloy with less than 2% carbon content is called steel. Normally the
carbon content is in the order of 0.0030 to 0.15%. In addition to the blowing process in the
converter, there are other complementary metallurgical procedures such as the removal of
sulfur, gases and silica conducted by specific equipment and cauldrons according to the desired
metallurgical and mechanical features of the final product. Continuous bar production occurs
in the mills where the molten steel is deposited on rolling tables to solidify in special cooling
systems. As the process is fully refrigerated, the steels surface rapidly solidifies forming slabs
in the order of 200 to 250 millimeters thick, when they are then handled and stocked. In this
manner the liquid pig iron becomes steel which can then be refined in accordance with
standard specifications or those required by customers. When ready, the steel is transformed
into slabs which can be laminated or exported as semi-finished products.

- Hot roll production line
At the hot roll production line the slabs are reheated and then processed in laminating and
paring equipment, generating the drafts. The slabs are then transferred to the hot laminator,
which is a set of six laminators in sequence which reduce the slabs thickness from 1.5 to 2.0
millimeters. The coils may then be cut in the cutting line and transformed into sheets
according to customer requirements.

- Pickling line
At the pickling line the oxides in the hot rolled coils, generated by the high temperatures of the
lamination process, are removed in a chemical process employing hydrochloric acid. The
resulting material can be sold for specific use (such as re-lamination) or used as raw material
in cold rolling.

- Cold roll production line
After the pickling process, the material is sent on to the cold roller where it is straightened-out,
laminated to reduce thickness for up to 0.2mm and then transformed into coils again, sent to
reheating ovens to set the mechanical property, surface flatness and roughness. In such case,
the cold rolled coils products results.

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- Galvanization lines
There are three distinct galvanization lines: 2 by hot dip and 1 by electroplating. In the
electrolysis line, the cold rolled material from the reheating ovens is treated in an electrolytic
bath which can be applied to one or both sides of the sheet, protecting it with a layer of zinc.
The final so-called electro-galvanized product of this line is, therefore, cold rolled material
coated in zinc on one or both sides. In its turn, the hot dip galvanization line processes fully-
hard laminated material in a bath of molten zinc.
Upon exiting the molten zinc cauldron and before the coat solidifies, the product receives a jet
of nitrogen which purpose is to adjust the thickness of the coating. As this is a dip process, this
type of galvanization requires that both sides of the sheet be coated.

- Maintenance
The mills are subject to programmed maintenance. The lamination and coating lines are
maintained on a weekly basis or twice a month, while the blast furnaces and other important
operating equipment are submitted to monthly, semi-annual or annual maintenance.

- Unigal
Unigal Usiminas makes the cold roll through hot dip, with the generation of zinc hot rolled
coils.

- Insurance
The insurance policies kept by the Company and by some of its subsidiaries provide coverage
considered sufficient by Management. At December 31, 2012, the Company and some of its
controlled entities had insurance coverage for buildings, merchandize and raw material,
equipment, machinery, furniture, objects, utensils and facilities. These items make up the
establishment and are included in the insurance policy for the respective facilities of the
Company, Automotiva Usiminas, Usiminas Mecnica, Unigal and Usiroll. The amount insured
was US$ 28,299,921 thousand (December 31, 2011 US$ 28,201,088 thousand), under an
operational All Risks policy with a maximum indemnification of US$ 1,000,000 thousand per
accident. At December 31, 2012 and 2011 the maximum deductible amount for material
damage is US$7,500 thousand and, for loss of revenue/ceasing profits coverage the maximum
deduction is twenty-one days. This insurance expires on June 30, 2014.

- Production
During 2012, Ipatinga and Cubato plants produced 7.2 million tons of raw steel, 7.5% higher
than the raw steel production in 2011. In 2011, these plants produced 6.7 million tons of raw
steel, 8.2% lower than the raw steel production for 2010 which was 7.3 million tons.

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Usiminas nominal production capacity is distributed as per the table below:

Product
Nominal Capacity
(thousands ton/year)

Ipatinga
Plant
Cubato
Plant
Heavy plates 1,000 1,000
Hot rolled sheets 3,600 4,400
Cold rolled sheets 2,500 1,200
Slabs 5,000 4,500
Galvanized Products
Electrolytic 360 -
Hot dip 1,050 -

Usiminas currently owns a logistics structure composed of ten distribution centers, eleven
closed warehouses at customers and two ports. They are almost entirely located in the
southeastern and southern regions which are strategic for efficiently attending to the main
customers. Coupled with the quality of its products and services, this service structure has
allowed the Company to stand out as the largest supplier of flat steel to the main consumer
segments in the country.
To meet domestic market demand the Company strategically employs the Brazilian railway and
highway networks. Usiminas uses two large railway companies, MRS Logstica S.A., of which
participates with 20% of the voting capital, and Vale, this one with FCA Central Atlantic
Railway and the Vitria-Minas Railway, and approximately 26 highway transportation
companies including Rios Unidos which is related to the Company.
To meet the domestic market demand, the Company counts on two maritime terminals. The
Cubato steelworks exports are shipped overseas directly via the Cubato terminal while
Ipatingas production is exported via the Praia Mole Terminal.

The main focus of Usiminas business is the domestic market. In 2012, Usiminas total sales
amounted to 6.9 million tons, 73% of which to the domestic Market, corresponding to 5.0 million
tons of products. The exports (27% of sales) increased in volume and in participation in line
with the strategy of reducing working capital through the process of unstocking of steel
products manufactured in prior periods. The main destinations for Usiminas exports were
Mexico, USA, Argentina and Colombia.

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In the domestic market Usiminas sells a wide range of products for the Automotive, Industrial,
White Line and Civil Construction segments. Among these, the Automotive segment has more
representativeness in Usiminas sales, with share of 33%. Usiminas also strongly operates in
the distribution Market of steel, through Solues Usiminas, of the partner clients of Rede
Usiminas and sales to other distributor clients. In 2012, 33% of Usiminas sales were addressed
to this sale channel.

Regional Distribution of Sales of Usiminas Flat laminates(%):
Discrimination

2010 2011 2012

% % %
Internal Market

100 100 100
So Paulo

61 59
60
Minas Gerais

11 13
14
Rio de Janeiro

5 6
5
Rio Grande do Sul

8 8
7
Paran/Santa Catarina

9 8
7
Center West/ES

2 2
1
North/Northeast

4 4
5

Sector Distribution of Usiminas Sales (%):
Markets

2010

2011

2012

%
%

%
Automotive

35

35

33
Industrial

19

17

19
White Line

7

7

6
Grande Rede

32

33

33
Civil Construction 8 7 8
Not including slags.

Usiminas estimates the Brazilian Market of flat steel at about 14.0 million tons in 2012, with
87% of the volume supplied by local plants and 13% by imports. The comparison with 2011
showed a resumption of growth (+3%) after significant drop of 6% in the comparison
2011/2010. Inventories had a determining role in this sequence of variation rates and explain
the fact that, notwithstanding 2012 presented worse activity indicators, with the GDP and
Industrial Production growing less, the steel consumption in 2012 was higher than 2011. In
2011 part of the inventories accumulated in 2010 was consumed, which reduced that basis for
comparison with 2012.

The domestic plants effort to contain imports resulted, however, in considerable loss of the
steel business margins. Another challenge faced by local steel are the indirect imports of steel,

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estimated at 5.0 million tons. Of this total, about 3.8 million tons would be related to flat steel
contained in imported final products. It is further estimated that two thirds of these indirect
imports of flat steel occur by the import of machinery and equipment, vehicles and auto parts.

Despite the challenges, the environment for steelmaking tends to benefit from the stronger
resumption of industrial investments, mainly in infra-structure, and from the good pace in
consumption of durable assets noticed in the latest years. It is also expected that measures of
political and commercial defense to support the local industry lead to an improvement in the
business environment for the local steelmaking.

We have observed that, historically for the domestic market, the demand for the months of
December, January and February is slightly lower due to the interruptions in production and
collective vacations that occur in several of the companies that consume steel.
As the Companys sales are subject to the seasonal variations described above, the sales
planning function at the Usiminas Group takes the compatibility of these variables into
consideration at the same time it seeks to maintain production stable, compensating for
domestic oscillations with exports to other markets.

Physical Sales (Tons in 000s)

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

Distribution of sales per market over the entire year:

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

Sales mix per market during the period:

Domestic Market 82.35% 70.29% 72.16% 69.84% 73.30%
Foreign Market 17.65% 29.71% 27.84% 30.165 26.70%
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%

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Market 1Q11 2Q11 3Q11 4Q11 2011
Domestic Market 1,230 1,343 1,162 1,136 4,871
Foreign Market 358 240 243 204 1,045
TOTAL 1,588 1,583 1,405 1,340 5,916


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


Domestic Market 77.46% 84.84% 82.70% 84.78% 82.34%
Foreign Market 22.54% 15.16% 17.30% 15.22% 17.66%
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%


Market 1Q10 2Q10 3Q10 4Q10 2010
Domestic Market 1,173 1,437 1,235 1,069 4,914
Foreign Market 442 384 315 510 1,651
TOTAL 1,615 1,821 1,550 1,579 6,565


Domestic Market 23.87% 29.24% 25.13% 21.76% 100.00%
Foreign Market 26.77% 23.26% 19.08% 30.89% 100.00%
Total 24.60% 27.74% 23.61% 24.05% 100.00%


Domestic Market 72.63% 78.91% 79.68% 67.70% 74.85%
Foreign Market 27.37% 21.09% 20.32% 32.30% 25.15%
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%

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e) Main supplies and raw materials, informing:

i) Description of the relationship with suppliers, including whether they are under government
control or regulation and this being the case, indicate the respective agencies and applicable
legislation they are subject to
Regarding Energy Supplies (electric energy and gas), Usiminas maintains a long-term
relationship with the strategic suppliers to assure adequate supply of electric energy and other
energy items. These suppliers are evaluated for their performance in meeting the terms of the
supply agreements for these products.
Nowadays electric energy is supplied by the free market which makes it possible to purchase
energy from any generating party and/or energy seller, the local distributor being responsible
for delivering the product.
On the other hand natural gas is only supplied by a local concessionaire which has the right to
distribute the product in its region of concession. This scenario may be altered with the new
gas law which will change the gas market to one similar to that for electric energy.
The supply of electric energy is regulated by the Federal Government through ANEEL (National
Electric Energy Agency) and is controlled by other bodies / entities such as the ONS (National
System Operator), the CCEE (Energy Trading Board) and others.
The supply of natural gas is regulated by state agencies which set the tariffs for the product.
The other energy products are not regulated; however the suppliers are tied to a single
producer.
Regarding Coal Usiminas maintains long-term agreements with strategic suppliers to furnish
the part of its supply chain related to solid fuels. Such suppliers are evaluated in terms of their
all-in contractual performance and flexibility in delivery. As this raw material is imported,
security inventories are kept to minimize the risk of lack of supply due to eventual impacts on
logistics.
Regarding green petroleum coke, a local supplier attends the market while importation from
various sources has occurred from time to time.
Regarding Metals and other material input, we seek to maintain long-term relationships with
suppliers, prizing good relations and the continuity of supply. We continually research new
market agents with the purpose of supporting healthy competition and capitalizing on
opportunities. All suppliers are continually evaluated and we always strategically plan the best
purchase. Suppliers are evaluated for their capacity to meet Usiminas demand volume,
quality/performance of the material, environment controls and work conditions. Generally
speaking the suppliers maintain adequate product stocks in their factories for our
requirements.
Usiminas has always been open to new suppliers and we do not have any supply problems with
our partners.

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The furnishing of energy (electric and gas), is not dependent on a sole supplier however the
consuming unit is required to sign agreements for the use of the electric system with the local
distributor, if connected to the distribution network, or with the National System Operator if
connected to the basic network. Presently Usiminas has supply contract with CEMIG until
2019.
Regarding other energy products, although there is more than one supplier there is great
dependence on a single producer, Petrobrs.
Regarding Coal / Coke, there is no explicit dependence on any specific supplier. However, we
aim at developing lasting relationships. We work with a variety of suppliers that possess
superior quality material which we tend to favor in our purchasing base.
With regards to metals and other material input, for certain specific materials we have only
one supplier but this does not occur with the majority. Material purchases are always approved
by the technical area and developed jointly. There is an ongoing investment in homologating
new suppliers and products. The largest part of the disbursements is concentrated in a few
materials which do not offer a variety of supply options.

Regarding energy products (electric and gas), prices included in the supply agreements are
negotiated by the parties and are adjusted annually for inflationary indices (the Expanded
General Price Index - IGP-M and the National Consumer Price Index - IPCA). Tariffs for using
the system are regulated by ANEEL and are likewise adjusted annually.
Tariffs practiced by other energy suppliers are highly dependent on the prices charged by
Petrobrs refineries, hence the reason their volatility is tied to the adjustments Petrobrs
passes-on to its distributors.
Regarding Coal , prices in supply contracts are readjusted semi-annually, quarterly or monthly,
according to the market conditions and supply contracts.
With regards to metals and other material input, prices for the majority of purchased items are
volatile as many are tied to international market prices. Eventually, we hedge to minimize this
effect and to improve budget forecasting. We always attempt to negotiate longer terms and
fixed prices where applicable.

Steel Processing
The production process in steel processing occurs in the following manner:
Automotiva Usiminas is equipped to supply stamped parts, assembled and/or painted
components, industrial cutters, standard or custom-made blanks, concrete reinforcement bars
and other services through a just-in-time or scheduled delivery system.
Soluo Usiminas supplies heavy plates, hot and cold rolled laminated products and galvanized
steel are cut into round, standard or custom-made blanks at the service centers for use in the

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automotive or electric appliance industries. Additionally, laser-welded blanks, which offer
several advantages to the automotive industry, can be supplied together with longitudinally cut
coils (which are smaller and simplify the production of items such as pipes, electric equipment
and engines), and stamped steel parts which are delivered ready-for-use to customers.
The steel Processing segment is grouped together in:
Solues Usiminas, the largest distribution company in the country, renders convenience to the
client by the steel management, from the acquisition of plates, coils, strips, until the delivery
directly in production line, always meeting the most demanding rules of quality and
specifications. It also performs in the distribution of flat steel with special conditions, as
minimum lot and reduced delivery terms, and in the sale of welded pipes in carbon steel and a
wide range of coils, shapes and thickness for different applications.
Automotiva Usiminas is the only company in the automotive sector that produces complete,
fully painted kits and cabins with solid or metallic finishes, and is separated into the following
processing sectors:
Product development engineering;
Partnerships with Toolmakers;
Development and Production of stamped items;
Development and Production of Welded Secondary Kits;
Full Painting e-coat (KTL), Surfaces and Varnish;
Final Trimming;
Integration of Logistics.

Among its main customers are the most important automakers in the country, such as Ford,
Mercedes-Benz, Volkswagen, General Motors, Iveco Fiat and others.

This segment enters into short and long-term agreements for the supply of material input for
its production lines. Automotiva Usiminas is covered by the same insurance policy mentioned
in this chapter of the Reference Form, in the steelmaking section. Solues Usiminas has its
own insurance policy for equipment, buildings and other assets.

Solues Usiminas has the capacity for processing over 2 million tons of steel per annum. Its
11 industrial units, strategically located in the states of Rio Grande do Sul, So Paulo, Bahia,
Minas Gerais, Esprito Santo and Pernambuco, will supply the automotive, auto parts, civil
construction, distribution, electric and electronic equipment, household appliances segments
among others. In this manner Usiminas complements its presence in the various sectors that
consume steel by broadening its product lines and services and moreover, these actions will
allow the Company to better understand the needs of customers and achieve gains in
efficiency.

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The Steel Processing segment possesses several service centers which analyze each
customers needs to offer each a custom-made solution, which adds value to its products. The
distribution centers offer scheduled deliveries in line with specific customer requirements. A
just-in-time and logistics service was implemented which allows the Companys customers to
keep storage room available for the installation of production units, maintain lower inventory
levels, reduce labor costs and assure punctual deliveries.
Sales of products and services to the domestic market are conducted by regional offices in Belo
Horizonte and Santa Luzia /MG, So Paulo/ SP, Porto Alegre/RS, Camaari/BA, Serra/ ES and
Recife/PE. The product may be delivered directly by the mills or via Usiminas service or
distribution centers, also strategically located near the major consumer markets.
The distribution centers for Usiminas companies are located near customers so that products
sold can be delivered straight to their production lines. The just-in-time system permits that
deliveries occur according to the quantity, quality and timing desired by customers.
Furthermore the just-in-time delivery system offers the following advantages to customers:
Reduction in lead time (time from the order to the delivery);
Possibility of delivering and billing small quantities;
Lower inventory levels;
Great flexibility in servicing their clients;
Reduction in transportation time;
Improvement in the quality of services rendered.
Exported products are sold directly to the final customer or through trading companies which
act as middlemen for the Companys products and manage marketing abroad. Some of these
companies export products that later will be processed for sale to the final consumer.
At Automotiva Usiminas and Solues Usiminas, product distribution occurs mainly via highway
/ roadway transportation.

As described in this same item for the steelmaking segment.



i) Description of the relationship with suppliers, including whether they are under government
control or regulation and this being the case, indicate the respective agencies and applicable
legislation they are subject to
The main raw material employed in Solues Usiminas production process is the steel coil,
almost entirely purchased from a Usiminas supplier in the country.

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The main material input and raw materials at Automotiva Usiminas are: flat steel items,
aluminum, automotive paints and components supplied mostly by Usiminas itself.
The suppliers of the steel Processing segment are companies in the Usiminas Group and
therefore maintain good relationships between the productive units and respective suppliers.
The suppliers described above are subject to the same authorities and regulations as those
mentioned in item 7.5 of this Reference Form.

At Solues Usiminas the main material input is acquired from Usiminas suppliers located in
the country itself.
Solues Usiminas does not depend in a relevant manner on suppliers which do not belong to
Usiminas and is not subject to a likewise relevant risk in supply.
At Automotiva Usiminas the flat steel articles are purchased primarily from Usiminas itself, its
controlling entity. The paints are mainly purchased from DuPont, a customer requirement. This
requirement is not expressly foreseen in the agreements the company enters into but is due to
the fact that DuPont is the customers validated supplier. Validation of the supply of paint in its
turn is aimed at granting uniformity and adequateness to the specifications of material input
used by customers, which generates gains of scale in the development of their products. In
this manner, purchasing from another source is practically unfeasible as a new supplier would
have to develop the product and go through the validation process at our customers.
The primary supplier for Solues Usiminas and Automotiva Usiminas is the controlling party
(the Company). Eventual volatility in the prices of merchandise is related to the oscillations in
the prices of products that the Company sells or in those of raw material and other material
input that are used in its production processes.

Capital Goods

Group division in the capital goods sector, Usiminas Mecnica is among the largest capital
goods companies in Brazil. The company operates by business areas, namely: Bridges steel
and Structures, Industrial Equipment, Industrial Assemblages, Blanks and Stamping, Foundry
operations and Railway Car production, and Steelmaking.

The production process for capital Goods goes from setting the technical specifications and
developing blueprints for equipment, bridges, structures, etc. to the final assembly, which
includes sheet cutting, special welding, tests, assembly at the factory and if contracted,
transportation and assembly at the site.
Presently Usiminas Mecnica is focusing its expectations on the following fronts:
1. Metallic structures and Bridges: Engineering, Supply and Assembly of metallic structures
for plants and industrial buildings in the civil construction area, mining, refineries and

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steelmaking, including projects for airport, railway infra-structure, ports and airports, as
well as for the World Soccer Cup in 2014 and Olympic Games in 2016;
2. Naval/ Offshore: Equipment for E&P- Petrobrs area, processing modules for FPSOs,
components for fixed platforms, vessels of small and medium size (up to 200 tons), Plets,
Plems;
3. Oil and Gas: Large and medium size equipment (up to 250 tons) for petro chemical
industries, refineries, fertilizer and industrial plants;
4. Steel and Mining: searches for integrated solutions and turn key projects, such as vacuum
degassing systems, coke plants;
5. Energy: Equipment and components for generation of hydro electrical, thermo electrical
and Eolic plants;
6. Industrial Assemble: Services of electro mechanical assemblies, systems and buildings for
plants and industrial units in mining, steelmaking, oil and gas;
7. Wagons: Engineering and Supply of railway wagons type Gondolas/GDU, PEE, Telescopes
FTT (pulp), Platforms and other. Capacity up to 3,000 wagons/year. Supplies to all large
railway companies in Brazil, with emphasis to VALE, MRS, FCA, ALL as well as for
different companies such as Eldorado (Pulp), Usiminas, etc. GDU type, with 220 units for
Vale and 360 units for MRS;
8. Foundry: Total capacity of 25,000 tons/year, of which 2,000 tons for large dimension
parts (up to 80 tons each), and 23,000 tons for parts of up to 3 tons each, through
automated system, segment for the railway and automotive/agricultural segments (parts
for harvesting machines, tractors).

In the 1st Quarter 2013, the following concretized businesses should be highlighted:

1. Services of reform of coke plant 2 battery 3 Usiminas, in Ipatinga/MG;
2. Assembly of the building of Gerdau Aominas Laminator;
3. Supply of blanks - naval industry for Wilson Sons.

Long-term projects presently under execution are highlighted as follows:
Supply of furnaces, platforms and towers to Petrobrs;
Supply and assembly of storage tanks to Petrobrs;
Production of blanks for wind energy towers and implements for farming, highways and
the ship-building industry;
Supply of structures for the mills building of Gerdau Aominas;
Manufacture and assembly of shipyard for Brasfels;
Disassembly and assembly of Furnace for Minerao Ona-Puma Vale;
Supply of steel girder for change of ways of urban transportation Projeto So Paulo
Expresso Tiradentes Bonbardier Transportation Brasil Ltda;

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Services of Electromechanical assembly for Projeto da Nova Oeste, in the West Mine of
Minerao Usiminas (MUSA), in the Region of Serra Azul, in Itatiaiuu/MG.

In this segment, at the rate an asset is manufactured, it is distributed, its parts and sections
being transported via highway, railroad or marine waterway. Transportation is carried out
mainly by third party companies which are not part of the Usiminas group. Rios Unidos, which
is a related company, also transports Usiminas Mecnica products but not in a relevant
quantity. Usiminas Mecnicas sales are conducted by its own commercial department which
includes two sales offices, one in Company headquarters in Belo Horizonte/MG and the other in
the city of So Paulo.


Usiminas Mecnicas sales are tied to the demand for infrastructure projects and capital Goods
and therefore depend on the economys performance, not being subject to relevant seasonal
variations.

i) Description of the relationship with suppliers, including whether they are under
government control or regulation and this being the case, indicate the respective agencies
and applicable legislation they are subject to
The primary raw material is steel and the main suppliers are companies related to Usiminas
(which is the controlling party of Usiminas Mecnica), which adopts market practices in its
commercial relationships. In their turn, these are subject to CVM regulations, for example,
and periodic independent audits to evaluate the adequateness of accounting practices
regarding these relationships and the financial statements. Given that the supplies are
mostly purchased from companies belonging to Usiminas, the authorities and legislation to
which they are subject are the same applicable to the Company as described above as well
as in item 7.5. below.
ii. Eventual dependence on a few suppliers
The Capital Goods segment depends primarily on companies belonging to Usiminas for the
supply of raw material, which is steel. For other main material input other than steel, such
as electrodes and paint, there is no dependence on a few suppliers.

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iii. Eventual volatile supplier prices
Eventual volatility in the prices of merchandise is related to the possible oscillations in the
prices of products that the Company sells in the market, seeing that the relationship
between Usiminas Mecnica with its controlling party follows normal market practices.

7.4. Identify if there are customers which individually are responsible for over 10%
of the issuers total net revenue
In the last three years, none of the Companys customers were individually responsible for
over 10% of its total net revenue.

7.5. Describe relevant effects of government regulations on the Companys activities,
specifically commenting on:
a) requirement for government authorizations to engage in steelmaking activities and a history
of the companys relationship with public administration to obtain such authorizations
Brazilian Environmental Legislation
According to Brazilian law, the environment is classified as a public asset to be necessarily
secured and protected for collective use. For this purpose the legal ordainment is armed with a
variety of control instruments through which it can verify the feasibility and regularity of any
intervention affecting the environment under consideration.
The steelmaking industry is included in those activities which bear significant influence on the
environment, hence its exploitation (and sales of its products) obeys legal precepts,
administration norms and pre-established rituals. The obtaining of environmental licenses from
the administrative branch is an indispensable condition for locating, installing, expanding and
operating such endeavors.
In the case of businesses with the dimensions of a steelmaker, the state governments
environment agency has the delegated power to concede environmental licenses. Therefore, in
the states of So Paulo and Minas Gerais, where Usiminas industrial mills are located, state
authorities regulate the operations of the Ipatinga and Cubato plants, applying to them the
environmental norms directly linked to their operating licenses.
In the case of mining, being the area to be mined within the limits of a Federation State, it is
also the state bodies responsibility the concession of proper environmental licenses. The
licenses obey to similar and sequential criteria, their concession is, for high impact activities,
mandatorily preceded by the presentation of studies and reports (EIA/RIMA), and the licenses
are to validate the location (previous license), the venture installation (Installation License)
and the operation (operation license). There are parallel licenses, to be obtained in specific
situations, as for example, the license for vegetation suppression, in cases in which this
activity is necessary, the granting, which is the license for the use of water resources.

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Environmental Licenses
The production process in mills results in the emission of gaseous, liquid and solid residual
matter which can be harmful to the environment and to the use of its assets. Each state in
which Usiminas operates is responsible for its own environmental licenses and for controlling
potentially polluting activities. The Usiminas companies have been duly licensed or are
renewing their license and are fully authorized to operate.
In the case of mining, are required the Previous environmental license (LP) of Installation (LI)
and of Operation (LO) each of which with variable validity, namely: LP not above 05 years, LI
not above 06 years, and LO with a minimum of 04 years and maximum of 10 years.
Regarding the area close to Porto de Itagua, we obtained the license for environmental repair
of the area. This area was acquired in auction and was owned by the bankrupt estate of Ing.
The land with 850 thousand square meters concentrates one of the largest environmental
liabilities of the State of Rio de Janeiro and is a strategic area for the Company since it will be
used as area for mobilization of iron ore load for export and as possible alternative for future
port facilities of the Company.
It should be emphasized that not only the obtaining but also the maintenance of licenses is
subject to the fulfillment of certain specific conditions, permanently monitored by the
environmental authorities.
Regarding the Ipatinga mills, the state environmental authorities include: The State Agency for
Sustainable Development and Environment - SEMAD, the State Foundation for the
Environment - FEAM and the State Board for Environmental Policy COPAM. For the Cubato
mills, the authorities are the Secretariat for the Environment of the State of So Paulo (SMA)
and CETESB (State Company for Water Treatment and Basic Sanitation).
Presently Ipatinga possesses a license to operate its industrial plant which is valid up to
February 17, 2013. The license renewal has been required in legal term, being the business
licensed until the manifestation of the Environmental Agency.
In 2008 Usiminas obtained an operating license for the implementation of a thermal-electric
power plant, which is valid up to October 8, 2016.
In August, 2006 Usiminas was granted by COPAM an Installation License (LI nbr. 113/2006)
for implementing coke plant 3 at the Ipatinga mills, with an annual production capacity of
750.000 tons of coke per year, with validity until August 22, 2009, which was extended in
February 2010, with validity until 06/30/2010. The Operation License for Coke Plant 3 was
obtained, with validity until 08/19/2014.
The conditions of this operating License will be fulfilled within the term of validity.
On July 18, 2006, the Company signed a Term of Commitment to Adjust Behavior - TAC with
the State Prosecutors Office for Minas Gerais, containing obligations already inserted in the
previously mentioned installation license as conditions. The TAC was added in October 2009
and was extended the deadlines for compliance with its terms and conditions, which have also
been renegotiated with the competent environmental agency.
The Cubato mills have been duly licensed by CETESB, possessing 01 Renewable Operating
License encompassing all its units and valid up to December 13, 2013.

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Federal Technical Register

At the Federal level, with the purpose of assuring the control and inspection of activities which
are potentially polluting and which employ natural resources, Usiminas activities are filed at
IBAMA (Brazilian Institute for the Environment and Natural Resources) as potentially polluting
and which use natural resources. In this manner Usiminas possesses a Certificate of
Registration CR issued by IBAMA and which is valid for both of its steel plants.

Authorization to Develop Mining Properties
Mining activities are subject to the limitations imposed by the Brazilian Federal Constitution
and by the Mining Code (Decree-law 227, of February 28, 1967) and are likewise subject to
laws, rules and other applicable regulations, especially those issued by the National
Department for Mineral Production - DNPM.
Among the requirements we highlight those related to (i) the manner in which mineral deposits
are exploited; (ii) workers health and security; (iii) environmental protection and restoration;
(iv) prevention of pollution; and (v) promoting healthcare and security for the local
communities where the mines are located. The Mining Code also imposes certain restrictions
regarding notification and reporting of activities.
Pursuant to Decree 97.632, of April 10, 1989, business ventures which purpose is the
exploitation of mineral resources must be approved by the competent environment agency
together with a plan for recovering the damaged area, a study on environmental impact EIA
and its corresponding report RIMA. Any eventual deficiency in recovering the environment
may be considered a crime pursuant to Law 9.605, of February 12, 1998, which disposes on
the penal and administrative sanctions arising out of behavior or attitudes which are damaging
to the environment, and sets other dispositions. The Company has obtained all the required
authorizations and is fully compliant with its obligations vis--vis the DNPM.

Grant for the Use of Water
On February 29, 2012, IGAM renewed the grant for the use of state public water of Piracicaba
River, through the grant of water, subject to the volume of 3m
3
/s, effective for 4 years.
Pursuant to Ordinance 1678 issued by the Water and Electric Energy Department - DAEE, this
body authorized the Cubato mills to collect water up to May 20, 2015 at the following points:
Quilombo River, Brites Spring, Morro Spring, Mogi River and canal, the last two being used
solely for industrial purposes.
Law 9.433, of January 8, 1997 allows charging for the use of water as an instrument of the
National Policy for Hydro Resources. This however has still not occurred regarding the water
used by the Ipatinga mills as, although there are Hydrographic Basin committees, the other
mechanisms required for charging have not been implemented, such as an agency and Plan for
Hydro Resources of the Hydrographic Basins. To Cubato Plant, it was implemented the
payment for the use of water as from February 2012.

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Mining Activities
As detailed in item 9.1.b of this Reference Form, the mining business is subject to
regulations issued by the National Department for Mineral Production - DNPM, which granted
Usiminas 38 mining concessions to exploit iron-ore in the areas described in the item referred
to.
Although Usiminas has been registered at the DNPM as a mining company since the 70s, it
was only with the acquisition of J. Mendes, in February of 2008, that we effectively entered
into a relationship with this body.

b) the Companys environment policy and costs incurred to comply with environmental
regulations and, if applicable, with other environmental practices including adhesion to
international environmental protection standards

In its operations, the Company adopts as guideline the development of activities in harmony
with the environment through sustainable integrated practices to reduce the environmental
impacts of its operations. Accordingly, it is preventively concerned with the generation of solid
residues, atmospheric emissions and noise, rational use of water, energy and inputs and the
discharge of hydric effluents.
In the certification Field, Usiminas was the first one in the Brazilian steel sector and the
second in the world to obtain certification ISSO 14001. All the products sold by the Company
complied, as usual with the strict environmental requirements of the international policies
RoHS and ELV, the so called green stamps, worldwide reference.
Still in 2012, the Company continued with the social environmental projects in the regions in
which it maintains units, in addition to the recycling of materials and residuals, preservation
and recovery of green areas.

The climate and the businesses
In 2012, the Company continued the process started in 2010, when it provided the first
corporate inventory of carbon dioxide emissions (CO2) and established the monitoring
procedures.
With this Project, the Company improved the corporate strategy to reduce the Greenhouse
effective gases (GEE) volume, and in parallel, attempted to develop business opportunities.
The emissions of CO2 in the steel plant calculated through the methodology established by the
World Steel Association (Data Collection) presented an average value in 2012 of 1.95 t CO2
equivalent per ton of crude steel produced.

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Solid residuals and recycling
In 2012, it should be highlighted in the steel plant the initiatives for the search of new
recycling forms in the process and identification of good practices for collection, handling,
storage and transportation of residuals.
92% of the generated residuals were reused as raw material for the productive processes or
addressed to external recycling. The remaining 8% were disposed in industrial landfills or
addressed to treatment in companies prepared and licensed for this purpose.

Control of Atmospheric Emissions, Effluents and Noise
The Company performs in a preventive manner to reduce atmospheric emissions, of effluents
and noise. Among the 2012 results, is the reduction of 14% of total direct and indirect
emissions of greenhouse effective gases, in the Steel business, in comparison to the previous
year due to the lower level of coat consumed in the coke plants and anthracite in sintering,
internal reuse and recycling of by products, partial replacement of GLP and fuel oil for natural
gas.

Energetic efficiency
At the end of 2011, the Company created a diagnosis group of specific consumption in order to
identify the opportunities of improvement in the energetic efficiency in the behavior aspects
and processes, prioritizing the activities that do not require investments. After training in the
Plants of Nippon Steel & Sumitomo Metal Corporation in Japan, the team developed in 2012 a
planning listing the largest energetic potentialities of Ipatinga and Cubato Plants. The
developed plan contemplates the diagnosis in 17 equipment until 2016. Presently the team has
5 Energetic diagnosis in progress and 2 already finished. The diagnosis made provided a
reduction of 81.610 Gj in 2012. It is expected that the Diagnosis Plan results until 2016 in
economy of about 135.078 Gj per month.
Also in 2012 some large Projects related to Energetic Efficiency were ended as:
1) Project for the Installation of medium voltage AC drive in Engines in Ipatinga

2) Project for Modernization of Compressor of Compressed Air of Ipatinga Steel Mill.

Environmental Commitment
The environmental certifications, green stamps and the constant technological investments to
promote the efficient use of natural resources attest the Companys commitment with the
environment. This commitment is highlighted in some social environmental projects
maintained by the Company.

Xerimbabo: Created in 1984, the Xerimbabo Project of Environmental Education presents
actions to promote the environmental preservation, the conscious leisure and the

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environmental education. It provides preparatory seminars for all education level educators,
contests to students and exhibitions of Environmental Education, distributes pedagogical
material to the participants, providing 25,000 seedlings in average for the plantation workshop
contributing for the recreational activities and guided visit, in addition to monitoring to schools
for pedagogical supplementation. The Project is part of the school calendar of several
institutions of the states of Minas Gerais (most of them), Esprito Santo and Bahia. Since 2010,
the Project has also been presented in the region of Serra Azul, where Minerao Usiminas
operates. Throughout 28 years of existence in the Vale do ao region and 3 years in Serra
Azul region, Xerimbabo has received more than two million and two hundred participants,
being consolidated as a wide Environmental education proposal, which remits to all manners of
life; providing to internal and external public the knowledge of the Companys productive
process, within a sustainability discourse.
Program for Fishing Support: since 2006, it has been assisting about 1,500 people of three
communities close to Cubato Plant (SP), with the sponsor of materials, equipment and
training provided to the fishermen of the region to generate income through the fishing
activity.
Social environmental agent: Cooperation entered into by Cubato Plant and the Municipality
to develop the municipal program "Social environmental agent", through the transfer of
financial resources to cost the Program agents compensation. The resources are addressed for
the promotion of environmental sanitation, environmental education, improvement of
landscaping and the redemption of the Cubato citizen identity. The agents perform in the
community clarification on the importance of recycling, so as to create in the population the
environmental awareness to reduce the domestic garbage and its improper discharge.
Handling of Cotia-Par Park: The Company sponsored, in Cubato (SP), the preparation of
a technical study, based on the general objectives of a Preservation Unit, to establish its zone
and the rules for the use of the Park area and the handling of natural resources, including the
implementation of the physical structures necessary for the Unit management.
Permanent Protection Area (PPA): Ipatinga Plant occupies about 8 square kilometers and
is located beside the Parque Estadual do Rio Doce, a core zone of Biosphere Reserve of Mata
Atlntica recognized by Unesco. Cubato Plant occupies an area of 12.5 square kilometers
adjacent to mangroves and to Parque Estadual da Serra do Mar, whose handling plan takes
into account the existence of an industrial pole in the region. The industrial complex of
Cubato is in Permanent Protection Area (PPA), comprising river margins, hilltops and all the
archeological heritage of Sambaquis do Morro do Casqueirinho.
Woods Program: Upon the preservation of hydric resources, the Company included in the
green areas program the restoration of the woods stripe in the left margin of Piracicaba and
Doce Rivers, developed in partnership with Fundao Relictos, a Local NGO, and Instituto
Estadual de Florestas (IEF), in an extension of 22 km, constituting an area of 186 hectares,
comprising the municipalities of Coronel Fabriciano, Ipatinga and Santana do Paraso, in Minas
Gerais. From 1996 to 2011, approximately 400 thousand seedling of native species of the
original primary woods were planted to rehabilitate the quality of these rivers water, maintain
their stability and eliminate one of the main causes of silting. The results from the
implementation of Woods Program (Programa Mata Ciliar) show the improvement of the local
conditions of Piracicaba and Doce Rivers, besides fostering the development of actions aiming
to maintain these important hydric springs for the region of Vale do Ao.

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Program for the Recovery of Green Areas: Since its foundation, the Company has been
developing actions to implement, recompose and preserve the Companys green areas, with
the cultivation and supply of seedlings. In 2012, 103,019 seedlings of different species and
29,708 seedlings of trees and fruit trees and 73,311 of ornamental seedlings were planted in
the Companys green areas. Also 5,044 kilos of humus were processed to meet the cultivation
of seedlings and reforestation. Since 2010, the mining unit, in Serra Azul-MG, has also
integrated the project.
To favor the pollination of trees and obtain seeds for the Green Area Program, the Company
started, in 1985, the Apiculture Program. It comprises six apicultural cores with 140 boxes,
which together, may produce five tons of honey per year. Part of the production is used by the
Company as institutional gift in internal, external events and visits. The remaining production
is distributed to 38 assistance entities in Vale do Ao. In 2012 approximately 2.8 tons of honey
was produced.

Horto Florestal
Constituted by a seedlings nursery and areas with native forest, it is an area managed by
Ipatinga Plant dedicated to the development of social environmental programs for production
of seedlings to recover degraded areas in the metropolitan region of vale do ao and
environmental preservation, conscious leisure and environmental education.
In 2012, 96,965 seedlings were planted, 34,053 of which of trees and fruit trees and 62,812 of
ornamental seedlings.
Minerao Usiminas owns a structured area, equipped with IT room, seedlings nursery and a
large space to promote environmental education. The space is also adapted to receive disabled
persons. In 2012, the seedlings nursery produced 14,672 seedlings, more than 11,000 of
which planted or donated to the community. The space is open to receive educational
institutions and the local community, providing the development of the companys social
environmental programs, aiming at the vegetation reproduction, environmental preservation,
conscious leisure and environmental education.

Retro-area of Itagua (Port)
In 2011, the Company started the environmental recovery of the retro-area owned close to the
Port in the municipality of Itagua (RJ) acquired in 2008. This area was acquired in auction and
was owned by the bankrupt estate of Ing. The land with 850 thousand square meters
concentrates one of the largest environmental liabilities of the State of Rio de Janeiro. The
tailings contaminants from this area were enveloped and held in the basement of the place
itself, in a PVC blanket waterproof, which will be monitored to prevent leaks. The project lasted
20 months and was completed in December 2012, obtaining Usiminas, the INEA
ENVIRONMENTAL CERTIFICATE - State Environmental Institute (environmental watchdog
agency), in March 2013.

Indicators of Environmental Performance
In 2012, the Company expanded the management of the energy theme and performed with
responsibility in the management of gases, effluents and residuals emissions.

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Materials
The table below presents the main inputs and raw materials used in the company in 2012.
Main nonrenewable raw materials and inputs
Consumption of material per type (in
tons)
Steel
Anthracite 338,780
Argon, Natural Gas, GLP 233,182
Lime and Welding pastes 2,106,000
Coal 2,982,250
Coke 66,161
Petroleum Coke
1,025
Ores 17,795,800
Total 24,547,304
Steel processing
Steel and Aluminum 1,055,721
Argon, Natural, GLP 408
Diesel 185
Total 1,056,315
Capital Goods
Argon, Natural, GLP
2,590
Consumed in Welding 1,091
Uneven Laminated products 8
Paints, Solvents, Fillers
290
Total
3,979
Consolidated
Argon, Natural, GLP 236,181
Total Usiminas 236,181

Percentage of materials used arising from recycling
In 2012, approximately 92% of the generated residuals, including the reuse in the productive
process and sales were recycled. The internal recycling of residuals is performed at the Plants,
where such procedure is spread to all the employees. The main residuals internally recycled
were steel scrap, rust, dust and light scrap generated in different units. The blast furnace and
steel mill slags for sale should be highlighted.

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Energy

Energetic efficiency and significant improvements

The consumption of renewable and non-renewable energy is mainly related to the level of
activities of Cubato and Ipatinga plants. The total energy consumed in 2012 in plants was
297,886,488 GJ.
Some diagnosis made in the steel plant provided a reduction of 81,610 Gj in 2012. The
expectation is that the execution of the Diagnosis Plan results in an economy of about 135,078
Gj per month until 2016.

Hydro Resources

The industrial and mineral exploration operations of Usiminas also require large volumes of
water. In the steel production, it is used as solvent, catalyzer, cleaning agent, cooling agent
and dispersion of pollutants. Most of the water used by the Company circulates inside its own
facilities. After being processed, a part of it, in a lower volume, is returned to the rivers.
The Company obtains water from the rivers close to its Plants. The Company possesses legal
grants for also impounding the waters of the Mogi (industrial use) and Quilombo(only for
human consumption) Rivers in So Paulo and of the Piracicaba River in Minas Gerais.
The Steel Plant recycled its consumption of water, equivalent to 1.6 billion of cubic meters.

Total amount of water impounded by source and business area - 2012
total consumption per source (m
3
) Total
Surface water, including humid areas, rivers, lakes and oceans 168,741,246.00
Surface river water 3,626,574,00
Subterranean water 2,789,333.80
Furnished by the Municipality of by other water supply companies
-
Total 175,258,901.80

Effluents

The discharge of water used in the operations of Usiminas companies was lower in 2012,
indicating the continuous improvement of the Company in this issue, since it had already
presented a reduction in 2011 compared to 2010.
Usiminas submits these effluents to rigorous treatment before disposing of them. The
treatment phases include decantation, flocculation and filtering so that the disposed material is
within the standards set by the federal, state and municipalities where it operates.

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In 2012, 135.5 million of cubic meters of water were discharged from the treatment stations of
effluents of Ipatinga (MG) and Cubato (SP) Plants. The volume was discharged in Piracicaba
River (Ipatinga) and in Esturio (Cubato). In 2011, the volume of discharge corresponded to
136.9 million of cubic meters of water

Atmospheric Emissions
The Company recorded the emissions of Greenhouse Effect Gases (GEE) for the Steel Plant
business and focused on the generator sources in the productive and logistics processes.
Reduction of SOx emissions in 2012 at Ipatinga Plant due mainly to lower consumption of coat
in the coke plants and anthracite in sintering, internal reuse and recycling of by products,
partial replacement of GLP and combustible oil for natural gas and increase in the internal
generation of electrical energy through the use of steel gases .

NOx, SOx and other significant atmospheric emissions
Emissions (t) 2012
NOx 26,897
SOx 13,110
Volatile organic compounds (VOC)
11,688 Chimney and fugitive emissions
Particle matter (PM)

Total 51,695

Direct and indirect emissions of gases aggravating the greenhouse effect, by weight

Usiminas uses the methodology CO2 reporting for IISI Sector Approach (WSA) to calculate
volume of GEE emissions.

In 2012, the below presented data refer to the Steel Plant.

Type of emissions Tons of CO2 eq.
Direct (sources controlled by the
organization) 13,164,557
Indirect (consumption of electrical energy
acquired from SIN) 1,218,853
Indirect by other sources (third party
activities) -544,824
Total 13,838,586

Residuals

In the Company, this volume was maintained at about 6.1 million tons in 2012, as well as in
2011. About 169.6 thousand tons of which are hazardous residuals, which received specific

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treatment procedure with the processing or the disposal in proper and licensed industrial
landfills.
The Company operates by means of Special Sales, integrated to Usiminas Environmental
Management in the sale of generated residuals, except those used in the process. The offer of
residuals in the market fosters the creation of partnership with investors, universities and
companies upon enabling the application of a reject in a certain business as input from another
organization and foster studies to use and mitigate the environmental impacts. The net
revenue generated from the sale of by products and residuals of the steel plant was R$181
million.
The tables below present the destination of the generated residuals:
Non Hazardous Residuals (weight in tons)
Mining Steel processing Capital
Goods
Sanitary landfill 125 368 2,546
Reuse/Recycling 398 42,969 452
Recovery 845 - -
Own industrial landfill - 3 -
Internal recycling - - 878
Sale - - 26,269
Inventories

Total 1,369 43,342 30,145
Hazardous Residuals (weight in tons)
Mining Steel processing Capital
Goods
Processing 145 525 12
Internal recycling - 637 -
Treatment - 348
Sale - -
Total 145 1,162 360

The residuals of the steel plant in 2012 are presented in the table below:
Residuals in the steel plant
Type tons
Generated 6,126,781
Hazardous 169,552
Non hazardous 5,957,229
Reuse 5,604,411
Inventories 376,038
Final disp. 146,332

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Mitigation of impacts

The Company explicitly manifests its concern with attributing priority to being eco-efficient in
all of its processes, and accordingly, the endless search for mitigation of environmental
impacts is part of the Companys management activities.

To mitigate the environmental impacts of products and services and the extension of the
reduction of these impacts we highlight the investments in the Mining in projects and new
technologies, which shall aim at more efficiency in the consumption and reuse of materials.
What was characterized before as sterile and waste, shall be product in the Steel Plant and the
deactivation of Coke Plant 1 of Ipatinga Plant and the investments in the extension of the
Electrostatic Precipitator of the Sintering Machine 1 and continuity of the process to adapt the
operating units for the use of GN.

Environmental investments

Of total environmental investments in 2012, we highlight R$231.64 million in the Steel Plant
and other R$69.9 million in Itagua Port.
The main investments in the steel plant refer to the reconstruction of battery 3 of coke plant 2
and systems of dedusting to control the emissions of particle material in the sintering areas
and blast furnace. Moreover, to control the hydric effluents an adequacy was made in the Units
of Biological Treatment of Ammonia. In Itagua Port, the investment is concentrated in the
conclusion of the process to repair the area.

c) Company dependence on relevant patents, brands, licenses, concessions, franchises, royalty
agreements for it to conduct its business.
Technology - In 2011, Usiminas also stepped forward to differentiate from its competitors,
upon beginning the manufacture of thick steel plates of high resistance, with limits equal to or
above 490 N/mm2. The initiative was possible because the Company is the exclusive holder in
Brazil, of the technology Continuous on Line Control Process (CLC). The contract for
technological transfer was executed in 2009, with Nippon Steel & Sumitomo Metal Co. CLC
technology consists in the combined use of controlled lamination and accelerated cooling.
Accordingly, the equivalent carbon may be quite reduced, since the desired resistance is
obtained in the cooling stage. The method provides excellent tenacity in low temperatures and
excellent result in the welding operations. The steel processed by CLC technology is widely
used around the world, specifically, in the naval industry, in platforms and pipes, in civil
construction and industrial machinery. CLC steel is differentiated since it does not have refined
grain and low carbon content, alloy elements and equivalent carbon. In addition, it guarantees
an excellent control during the stages of steel refine, casting, lamination and accelerated
cooling.

In addition to Nippon Steel & Sumitomo Metal Corporation, Usiminas also enters into
partnerships with research institutions and with universities for R&D of products of the

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Companys interest. Except for the ones described above, the Company does not have
substantial dependence on intellectual property from third parties.

Brands - As commented in item 9 b of the Reference Form, the brands which the Company
owns are currently limited to its corporate identification and that of its companies. Although
Usiminas does not depend on its own brands to carry-on with its activities, this intangible asset
is essential for the external perception of its quality and values and has a highly relevant worth
to itself and its corporate identity.
According to the norms of the National Institute for Industrial Property INPI, the brand
Usiminas is high-notoriety and for this reason no other company can register this name for
professional use in the same line of business as ours. This same rule applies to several other
countries in the world which signifies practically no risk that third parties will attempt to
concede or use this brand name.
Mining Rights - The Company depends on concessions for mining rights to conduct its mining
activities as mentioned in item 9.1.b, which therefore are relevantly dependent on the
concessions in its name.

7.6. Regarding the countries from which the Company obtains relevant revenue,
identify:
a) revenue generated by domestic customers and its share of the Companys total net revenue
Total net revenue arising from customers in the headquarter country of the Company
amounted to R$10,111 million, R$ 10,345 million and R$ 11,022 million in the years ended
December 31, 2012, 2011 and 2010 respectively, which corresponds to 79.56%, 86.90% and
85.03% of the Company total net revenue in these same periods respectively.

b) revenue generated by customers located in foreign countries and its share of the Companys
total net revenue
In the last three years, the revenue attributed to each foreign country was as follows:
Year ended December 31, 2012
Country
Revenue in thousands
R$
% share of total net
revenue
Mexico 389,701 15%
USA 363,721 14%
Argentina 337,741 13%
Colombia 311,761 12%
India 233,820 9%
Venezuela 129,900 5%
Chile 129,900 5%
Taiwan 129,900 5%
Other
571,561 22%
Foreign Market Net Revenue
2,598,005 20.44%
Domestic Market Net Revenue 10,110,794 79.56%
Total Net Revenue 12,708,799 100.00%

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Country

R$

revenue
USA 544,815

35%
Mexico 295,757

19%
Argentina 264,625

17%
India 140,095

9%
Chile 93,397

6%
Vietnam 46,698

3%
Canada 46,698

3%
Taiwan 31,132

2%
Other
93,398

6%
1,556,615

13.08%
Domestic Market Net Revenue

10,345,344

86.92%
Total Net Revenue

11,901,959

100.00%

Country

R$

revenue
China 310,532

16 %
Colombia 174,674

9%
Chile 174,674

9%
Argentina 155,266

8%
Thailand 135,858

7%
USA 116,450

6%
Taiwan 97,041

5%
Spain 97,041

5%
Other
679,289

35%
1,940,826

14.97%
Domestic Market Net Revenue

11,021,569

85.03%
Total Net Revenue

12,962,395

100.00%

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c) total revenue generated by foreign countries and its share of the Companys total net
revenue
As informed in the above item, total net revenue from foreign countries amounted to R$
2,598,005 thousand, R$1,556,615 thousand and R$ 1,940,826 thousand in the years ended
December 31, 2012, 2011 and 2010, respectively, corresponding to 20.44%, 13.08% and
14.97% total net revenue.

7.7. Regarding the foreign countries disclosed in item 7.6, inform to what extent the
Company is subject to their regulations and in what manner this affects the
Companys business.
The Companhia has its exports addressed to the Latin America, NAFTA, Europe and Asia
markets. Its products are internationally recognized. For not practicing business which might
be recognized as unfair in the markets where it operates, it has no commercial adversary
processes on its products of thick plates, cold laminated, galvanized and electro galvanized and
plates.
Against Usiminas there is only one antidumping process (and to which the other Brazilian
plants are also subject) which is the hot rolled coils applied by Canada. This process started in
2001 and, from then on, and every 5 years, is being renewed under the allegation that Brazil,
for being a large producer of hot rolled coils, might, if the process were terminated, focus its
sales on that Canadian market. Although the process was judged against the Company, we do
not believe that it could have any significant impact on the income.

Accordingly, the Company understands that it does not cause any effects of foreign regulation
which might affect its exports.

7.8. Description of the Companys relevant long-term relationships which are not
listed in other sections of this Reference Form.

In 2012, the Company issued its 2011 Annual Report, which contemplates sustainability
indicators, available at the Company site www.usiminas.com and at CVM Brazilian Securities
Commission site www.cvm.gov.br.
In 2012, the Company continued with the main actions related to the community and
environment which are presented in this item and in item 7.5 of this Reference Form and did
not issue new report with sustainability information for understanding that there were no
significant changes.

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Peoples Management
Usiminas invests in training and qualification of its employees, provides social and labor
benefits, in addition to compensation compatible with the one practiced in the segment.
The main focus of the professional training programs is to prepare people for a management
model guided towards the increase of the Companys competitiveness. Accordingly, the
beginning of Avanar program activities for the development of highly qualified young
professionals should be highlighted, as well as the continuity of Educar (Usiminas Corporate
Education) program, which involves actions of continuous education and training customized to
the companys reality. The group ended 2012 with 93.6% of its direct employees having
participated of training.
In 2012, Usiminas was awarded Sesi Award Work Quality, regional level, due to the program
Atitude Rima com Sade. Structured in 12 educational projects, addressed to pregnant
women, old people, smokers, cancer prevention and other diseases, food reeducation, among
others, the program is open for employees, former employees and their families of all Usiminas
group companies, at national level. It ended 2012 with 12,351 participants.

Public Authorities
In the defense of the Companys interests, Usiminas maintains a transparent and regular
dialogue with the Public Power representatives, and regularly accompanies the great questions
in the National Congress and in the Legislative Assembly and in the Municipal Chambers of the
locations in which it operates, where it works individually or together with the class and/or
sectorial entities, following all the effective laws and standards.
The Company participated of defense actions of the steel and industrial sector with federal,
state and municipal authorities of its influence areas, contributing for the improvement of
legislation and the effort of jobs and Market preservation for the local industry.
For 2013, the Company will persist in the effort to show to the public authorities the
importance of the sector in the generation of wealth and jobs in the country, performing in the
necessary areas to assure its operations in a sustainable manner.

Participation in Politics and election contributions
In 2012, the Company financially supported the election process of candidature to
Municipalities, registering in the TSE the amount of the company donations to candidates and
parties, according to the effective legislation.

Fight to corruption
To fight the corruption and bribery practices, the Company uses and discloses to its employees
specific tools, in addition to being signatory of the Pact for Integrity and Fight to Corruption of
Instituto Ethos.

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Conduct Code: approved in 2011 the Code provides to the employees of Usiminas companies
the values of the Company to be used in the daily relationship with other employees, suppliers,
clients and third parties in general. The Code is signed by each employee upon his admission
and is of mandatory compliance.
Direct and Incentivized Investments
The Company uses its own resources and also those arising from the tax incentive laws to
promote investments in the culture, sport, education, technological innovation and
environment areas. In 2012, R$ 34.7 million was invested, of which R$ 12.6 million arising
from incentives. The Company does not receive official resources for the investment in its
operating activities.

Community
The Company strengthens the relationship with the communities of the regions in which it
operates, in addition to promoting the local economic and social environmental development.

Social Projects
The Company invests in the surrounding communities development by means of own or
partnership projects with nongovernmental organizations and local governments. Among the
actions, some of them should be highlighted.

Day V: Day V mobilizes volunteers to work in the communities. Employees and their families
participate of actions that benefit entities in the municipalities of Vale do Ao. The activities
performed were related to health, recreation and interaction with old people and services
rendering of painting, cleaning, electric and mechanics maintenance.
Mantiqueira Project: started in 2003, it fosters the citizenship and assures the rights for 70
children and adolescents, from 6 to 17 years old, who reside in the community of Pedra da
Mantiqueira, region close to Cubato Plant. The Project develops activities of school
reinforcement, sport initiation, reading, arts, IT, dance and theater workshops.
Usiminas at School: Project started in 1998 in the Fundamental Schools of the municipal
public network of Santos, So Vicente and Cubato (SP). The Project develops a management
system of quality in the education to transform these schools into education reference centers
and strengthens in the students the moral and ethical values as citizens. The Project includes
actions in school management, education by sports and environment, involvement in the
community, professional and motivational guideline.

Instituto Cultural Usiminas
Focused on the inclusion, formation and development of the citizen, Instituto Cultural Usiminas
supported, in 2012, 97 projects by means of laws to culture and sports incentive (State Law
for the Culture Incentive of Minas Gerais and So Paulo, Federal Law for the Culture Incentive,
Federal Law for Sports Incentive and Promifae of Santos). The actions and partnerships
invested approximately R$ 22 million in sponsorships.

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One of the highlights of the supported projects was Circuito Usiminas de Cultura. The initiative
took several music, teather and circus venues, in addition to workshops and films exhibition to
six municipalities of Minas countryside. In its second edition, the event doubled the number of
cities served and tripled the number of attendants. More than 40 thousand people followed the
programming in public places, schools and gyms of Pouso Alegre, Santana do Paraso,
Itatiaiuu, Igarap, Mateus Leme and Itana (municipalities in which the Company operates).
The activities promoted by Ao Educativa which aims to facilitate the audience relationship
with different artistic languages counted on 23 thousand people, among teachers, students
and artists of Vale do Ao region.
Instituto Cultural Usiminas is responsible for managing own cultural spaces. In 2012, more
than 117 thousand people attended the 371 plays and shows presented in Teatro do Centro
Cultural Usiminas, in Ipatinga (MG). In Teatro Zlia Olguin, also in Ipatinga (MG), there were
about 29 thousand attendants in 242 venues.
For further information access www.institutoculturalusiminas.com

7.9. Other information which the Company deems relevant.

In 2012, the Company was awarded as follows:
Usiminas
Award Belmiro Siqueira in the category Citizen Company: indication of the Regional
Council of Minas Gerais for the social performance during 2011 in the communities in which it
is present. The award is granted annually by the Federal Administration Council (CFA) and
aims to valuate studies and companies which contribute for the development of the
Administration in Brasil.
Transparence Trophy Anefac: survey of the National Association of Finance,
Administration and Accounting Executives (Anefac) which highlighted Usiminas as one of the
most transparent companies in Brazil. The ranking analyzed criteria as quality and depth of the
information comprised in the 2011 financial statements.
For the first time, Usiminas was recognized as Outstanding Company (category "traded with
revenues of over R$ 5 billion") among the 20 winning companies of the Transparency Trophy
2012. Established by Anefac - National Association of Executives in Finance, Administration
and Accounting, the award assesses best practices of corporate governance in the financial
field, based on criteria such as quality, consistency and transparency of published financial
statements. For the 2012 edition, the entity assessed 2,000 financial statements of Brazilian
companies traded and closed.
Platinum Supplier of Caterpillar: maximum degree granted by Caterpillar, one of the
largest groups of heavy equipment in the world. Among the assessed items are quality,
logistics, and management of processes in the supply of steel for manufacture of motor grader,
crawler tractor, wheel loaders, retroscavators, among other equipment.

Partner Supplier of John Deere: maximum excellence level granted by John Deere, world
leader in the manufacture of agricultural machinery to its suppliers.

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Commercial Excellence of Volkswagen: chosen in the category among more than 700
suppliers, in the traditional event Volkswagen Supply Award 2011. In addition to Usiminas,
have also been honored the best suppliers of the assembler last year in the categories
Quality, Operations, Post sales and Engineering.
Sesi Award Quality in Work: Usiminas was awarded the regional award for the Program
Atitude Rima com Sade. Among the 260 competitor companies in Minas Gerais, the
company was highlighted for the initiative focused on the life quality of more than 110
thousand coworkers, ex-coworkers and their dependents, of all the group companies.
Best supplier of the year by Alstom: elected by the world and Latin American leader in
Renewable Energy, present in Brazil for more than 55 years, as best supplier competing with
international companies like Dillinger, SSAB and Arcelor Mittal.

Usiminas Mecnica
Best Supplier in Assembly in the category Capital Projects- 2011: award for the work
performed in the project Ona Puma. Criteria like the Index of the Supplier Performance
(IDF), whose assumption are the results achieved by the company in the industrial assembly,
comprising a wide rank of requirement as security, quality of services, term, technique,
Management and ethics in the conduction of work, are assessed. The selection was divided into
five editions (four regional and one national).
10th Highlight Award of Civil Engineering 2012 category Construction Material
Metallic Structures/ Construction Profile: award promoted by the Institute of Civil
Engineering of the State of Minas Gerais (IMEC), with the support of Crea-MG. The award aims
at recognize highlighted companies among the best suppliers and contribute for the sector
development. Criteria like quality, durability and technology of products and service goods;
cost x benefit relations; specialization and strength of the brand were taken into account in
this choice.

8. Business Group

8.1. Description of the business group to which the issuer belongs, indicating:
a) Direct or indirect controlling entities
As indicated in item 15.1 of this Reference Form, the Company is controlled by (i) the Nippon
Group, composed of Nippon Usiminas Co Ltd., Nippon Steel & Sumitomo Metal Corporation
(new name of Nippon Steel Corporation); Metal One Corporation and Mitsubishi Corporation do
Brasil S.A.; (ii) T/T Group, composed 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 incorporated and organized under the laws of Japan,
headquartered at 6-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-0004, Corporate Tax

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Payer (CNPJ/MF) registration nbr. 005.527.337/0001-75, which is a consortium of Japanese
companies and institutions belonging to the Japanese government which have come
together with the purpose of owning Usiminas shares.
Nippon Steel & Sumitomo Metal Corporation, (new name of Nippon Steel Corporation)
company incorporated and organized under the laws of Japan, headquartered at Marunouchi
Park Bldg., 2-6-1, Marunouchi, Chiyoda Ward,100-8071, Tokyo, Japan, Corporate Tax
Payer (CNPJ/MF) registration nbr. 005.473.413/0001-07, member of the Nippon Steel
Group, owns 89.35% of Nippon Usiminas common shares. The main shareholders of
NSSMCs capital stock are: Japan Trustee Service Bank, Ltd. (10.1%) Sumitomo Metal
Industries, Ltd. (4.2%), CBHK-Korea Securities Depository (3.5%), 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 Brazilian limited liability company, Corporate Tax
Payer (CNPJ/MF) registration nbr. 061.090.619/0001-29, head offices located at Av.
Paulista, 1294, 23rd floor - room 221 - Bela Vista, in the city of So Paulo, state of So
Paulo, and a fully-owned subsidiary of Mitsubishi Corporation.
Metal One Corporation, a company incorporated and organized under the laws of Japan,
Corporate Tax Payer (CNPJ/MF) registration nbr. 005.733.199/0001-80, headquartered at
23-1, 3- chome, Shiba, Minato-ku, Tkio 105-0014, Japan, a company affiliated with
Mitsubishi Corporation.

(ii) T/T Group:

Confab Industrial S.A., a Brazilian publicly held company, listed in segment Level 1 of
BM&FBOVESPA, headquartered at Rua Manoel Coelho, 303, 7th floor, Room 72, Centro So
Caetano do Sul, 09510-100, So Paulo - SP, Brazil, enrolled at CNPJ/MF registration nbr.
60.882.628/0001-90, directly controlled by Siderca S.A.I.C., Argentine entrepreneurial
company, and indirectly by Tenaris S.A., Luxembourg entrepreneurial company;
Prosid Investments S.C.A., Uruguayan entrepreneurial company headquartered at La
Cumparsita 1373, 2nd. floor, Montevideo 11200, Uruguay, enrolled at CNPJ/MF registration
nbr. 14.759.342/0001-02, and controlled by Siderar S.A.I.C.;
Siderar S.A.I.C., Argentine entrepreneurial publicly held company listed in Buenos Aires Stock
Exchange Argentina, headquartered at Carlos M. Della Paolera 299, 16th floor, C1001AAF,
Buenos Aires, Argentina, enrolled at CNPJ/MF registration nbr. 05.722.544/0001-80, controlled
by Ternium S.A., Luxembourg entrepreneurial company; and
Ternium Investments S. r.l., Luxembourg entrepreneurial company headquartered at 29,
avenue de la Porte-Neuve, L-2227 Luxembourg, Grand Duchy of Luxembourg, enrolled at
CNPJ/MF registration nbr. 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., Luxembourg entrepreneurial
company, which holds, indirectly through its Luxembourg wholly owned subsidiary Techint
Holdings S. r.l., approximately 60.5% of the shares issued by Tenaris S.A. and 62% of the
shares issued by Ternium S.A.

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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, Brazilian entity, enrolled at CNPJ/MF under n. 16.619.488/0001-70,
headquartered at Rua Prof. Vieira de Mendona, n. 3011, 1st floor, ZIP CODE 31310-260, in
the City of Belo Horizonte, State of Minas Gerais.

b) Controlled and Related Entities

Corporate Name
Relationship w/
Usiminas
Usiminas Share of the
Companys Capital Stock
at 03/31/2013
Automotiva Usiminas S.A. Controlled 100%
Cosipa Commercial Ltd. Controlled 100%
Cosipa Overseas Ltd. Controlled 100%
Fasal Trading Brasil S.A. (*) Joint Controlled 50%
Modal Terminal de Graneis Ltda. (*) Joint Controlled 35%
Solues em Ao Usiminas S.A. Controlled 68.877893%
Unigal Usiminas Ltda. (*) Joint Controlled 70%
Usiminas Commercial Ltd. Controlled 100%
Usiminas Europa S.A Controlled 100%
Usiminas Galvanized Steel ApS Controlled 100%
Usiminas Eletrogalvanized Steel ApS Controlled 100%
Usiminas International Ltd. Controlled 100%
Usiminas Mecnica S.A. Controlled 99.9975%
Minerao Usiminas S.A. Controlled
70%
Usiminas Participaes e Logstica S.A. Controlled 100%
Usiroll Usiminas Court Tecnologia em Acabamento
Superficial Ltda. (*)
Joint Controlled
50%
Rios Unidos Logstica e Transportes de Ao Ltda. Controlled 100%
Usiminas Danmark Controlled 100%
Usiminas APS Controlled 100%
Metalcentro Ltda. Controlled
100%
Codeme Engenharia S.A. Related 30.7692%
MetForm S.A. Related 30.7692%

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MRS Logstica S.A. Related 11.4137%
Terminal de Cargas Sarzedo Related 22.222%
(*) From January 2013, these companies are recorded by the equity method in the consolidated financial statements
of the Company.

c) Issuers share in companies belonging to the group
Other than what is described above, the Company does not hold shares in any other company
belonging to the group.

d) Participation of companies in the group in the issuers capital stock
Other than what is described above, other companies in the group do not hold shares in the
Company.

e) Companies under common ownership
The Company does not participate in companies under common ownership.

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8.2. Organization Chart of the Business Group
The following organization chart shows the corporate structure if the Companys business group:
PARTICIPATION IN RELATED AND/OR CONTROLLED ENTITIES POSITION AT 3/31/2013

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8.3. Operations involving restructuring, mergers, spin-offs, incorporation of shares,
sales, acquisition of controlling stock and acquisition and sale of important assets:
With respect to this information for the last three fiscal years, please see items 3.3.(b), 6.3.
and 6.5 of this Reference Form.

8.4. Provide other information that the issuer deems relevant.
Other than the information discussed above, the Company understands that there is no
relevant additional information that requires disclosure in this item 8 of the Reference Form.

9. Relevant assets

9.1. Non-current assets that are relevant to the development of the Companys
activities, indicating:
a) Fixed assets, including those rented or leased, indicating their location.
Type of Property Address of Property Municipality State
Total Area
(000s of
sq. mts.)
Built Area
(000s of sq.
mts.)
HEAD OFFICE BUILDING

RUA PROF. JOS VIEIRA
DE MENDONA, 3011 BELO HORIZONTE MG 72.0 45.0
TAQUARIL MINE RODOVIA MG 7, KM 55 MATOZINHOS MG 929.0 1.2
FEITOSA PLANTS I, II, III IPATINGA IPATINGA MG 10,579.0 0.0
SILVANA LAKE BR 458 CARATINGA MG 6,120.0 0.1
LAND IN POO REDONDO
SANTANA DO PARASO
SANTANA DO
PARASO MG 2,276,0 0.0
CAPITO EDUARDO
WAREHOUSE CIDADE INDUSTRIAL 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
LIMESTONE MINES AND
DEPOSIT
CHCARA SANTA
CATARINA S/N
SALTO DE
PIRAPORA SP 624.0 0.,0
CUBATO PORT
TERMINAL
ESTRADA DE
PIAAGUERA, KM 6 CUBATO SP 194.0 0.0
UTINGA TRANSSHIPMENT
TERMINAL
AVENIDA DOS ESTADOS,
N 3001 SANTO ANDR SP 124.0 6.0
SANTANA DO PARAISO
PLANT (PART) SANTANA DO PARAISO
SANTANA DO
PARAISO MG 5,352,01 0.0
ITAGUA/SEPETIBA PORT ITAGUA ITAGUA RJ 968.0 0.0

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b) Patents, brands, licenses, concessions, franchises and transfer of technology agreements
indicating; duration; affected territory; events that can cause loss of rights to said assets;
possible consequences to the Company of the loss of these rights:

Patents
Description of the Patents

i) Duration ii)Affected
Territory
DEVICE FOR ASSEMBLING AND DISASSEMBLING SECTOR AXLES OF
SINTERING MACHINES

07.20.15

In the country
Extra heavy plates roll sheeting process with flatness guarantee directly from
the roll sheeting heat

03.27.16

In the country
Chamfered wheel with dischargeable labyrinth

12.11.16 In the country
Device to change sintering machines sectors

Process to manufacture thick plates in the normalized state directly from hot
lamination

07.24.17

In the country
Steel with high resistance to atmospheric corrosion for industrial matter and
process for its manufacturing .

02.12.18

In the country
Hot system of coil cooling

Adjustable leveling system for sintering machines

Improvement of the device for accelerated essays of corrosion in metallic
materials by the alternate immersion method

01.09.22

In the country
System to determine thermal profile of blast furnace

09.21.20

In the country
Process for obtaining Black glass and dark hob from steelwork slag

Equipment for optimization of the sintering mix permeability

Method to verify the tightness in gas pipe of industrial furnace burning
systems

12.11.20

In the country
Wet de dusting system using raised deposit for mineral coal handling
machine

12.20.20

In the country
Process and material to apply in refractory covering splits and empty places

Liquid metal temperature continuous measurement system using optical
process

09.26.21

In the country
System to measure the mass temperature of clay gun of High Furnaces

08.16. 22 In the country
Structural steel with high resistance to atmospheric corrosion with low level of
copper

08.15.22

In the country
Mobile device for Anchorage of return rolls of transporter belt

Device to extract superior valves and porous plug in steel panel of steel mill

Adaptor system of turning tong to move coil using two hooks "C"

Device to remove short plates from casting machinery

System to measure the mass temperature of clay gun of High Furnaces

Device to seal valves for elimination of contamination by nitrogen of the air in
steel in Continuous Casting

12.03.23

In the country
Device for continuous measurement liquid steel temperature in the
distributor with infrared pyrometer and optical fiber

06.06.26

USA

06.06.26

EPO - France

06.06.26

EPO - Italy

06.06.26

EPO - Germany

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06.06.26

EPO - Spain

06.07.26

Japan

06.07.26

China

06.06.26

Russia

iii) Events which may cause the loss of rights regarding said assets
Industrial property rights are valid for 20 years, pursuant to Brazilian legislation. The
privileges or rights over the object of the patent are terminated after this period, when it
then becomes public domain. There are no breaches or litigations in which the Company is
involved that could end-up in the loss of rights or privileges in the ownership of the patents
listed above.

iv) Possible consequences to the issuer of losing such rights
The licensing or commercialization of Usiminas patents are beneficial in two manners: (a)
royalties earned with the commercialization of licensed patents, when sales to third parties
occur; or (b) discounts in the purchase of supplies furnished by partners in the development
of the patented object.
Regarding the patents owned by the Company, in the event it were to lose its rights over
them it would not suffer a relevant financial impact as the values involved are equally not
relevant.

Brands
The Company and the entities which it controls are related to it or are under common
ownership currently use 9 brands that have been developed, registered and disseminated:
Usiminas, Automotiva Usiminas, Usiminas Mecnica, Unigal Usiminas, Sade Usiminas,
Previdncia Usiminas, Instituto Cultural Usiminas, Solues Usiminas and Minerao Usiminas.
These brands belong to the Company and were duly registered in the relevant classes for the
activities in which the Company, the entities which it controls, are related to it or are under
common ownership are involved.
The Company also owns the following brands:
Brand
Registration
Number Class
Nature
(figurative,
nominative or
mixed) Status
Deposit/Registration
Date
CANAL ABERTO 812990293 11:10 Nominative Filed 12/01/1986
COS-EP 400 RC 813732891 06 : 20 - 30 Nominative Filed 09/14/1987
COS EEP CC TI 816301778 06 : 20 - 30 Nominative Filed 08/08/1991
COS EEP CC T2 816301786 06 : 20 - 30 Nominative Filed 08/08/1991
COSIPISO 816760497 06 : 20 - 30 Nominative Register 06/24/1992
USIGALVE-EEP 817554483 06 : 20 - 30 Nominative Register 09/29/1993
USIGALVE-EEP-PC 817554491 06 : 20 - 30 Nominative Register 09/28/1993
USIGALVE-PLUS-EEP 817554505 06 : 20 - 30 Nominative Register 09/28/1993

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USIGALVE-N 818327243 06 : 20 - 30 Nominative Register 02/06/1995
USIFIRE 818327251 06 : 20 - 30 Nominative Register 02/06/1995
AEROPORTO DA
USIMINAS 819846252 NCL(8 ) 39 Mixed
Register
01/21/1997
COSEL 819740934 06 : 20 - 30 Nominative Filed 03/14/1997
COS EEP 819740942 06 : 20 - 30 Nominative Filed 03/14/1997
USICIVIL 819896896 40:15:00 Nominative Register 03/14/1997
USICIVIL 819896900 37 : 05 - 40 Nominative Register 03/14/1997
USIBRAS 819955280 06 : 20 - 30 Nominative Register 06/09/1997
INTERAO 820431990 11:10 Mixed Filed 12/22/1997
USICORT 821885715 NCL(8 ) 06 Nominative Register 07/15/1999
USILIGHT 822125889 NCL(8 ) 06 Nominative Register 10/08/1999
USILIGHT 822185164 19:20 Mixed Filed 10/08/1999
USICORT 822185334 06 : 20 - 30 Mixed Filed 10/15/1999
USISAMPLE 826576931 NCL(8 ) 09 Mixed Filed 04/23/2004
USI-ABRA-L 827346492 NCL(8 ) 06 Nominative Filed 03/08/2005
USI-AR-400-L 827357621 NCL(8 ) 06 Nominative Filed 03/30/2005
USI-AR-360-L 827357630 NCL(8 ) 06 Nominative Filed 03/30/2005
USI-AR-360-VO-Q 827357648 NCL(8 ) 06 Nominative Filed 03/30/2005
USI-AR-360-Q 827357656 NCL(8 ) 06 Nominative Filed 03/30/2005
USIMINAS 827441339 NCL(8 ) 06 Mixed Filed 04/07/2005
USISAMPLE 900875089 NCL(9 ) 09 Nominative Filed 04/24/2008
USIMINAS 901437085 NCL(9 ) 06 Mixed Filed 02/04/2009
USIMINAS 901572365 NCL(9 ) 06 Nominative Register 04/14/2009
UNIGAL USIMINAS 901861480 NCL(9 ) 06 Mixed Filed 08/13/2009
Automotiva Usiminas 901861456 NCL(9 ) 12 Mixed Register 08/13/2009
DUFER USIMINAS 901861499 NCL(9 ) 06
Mixed Request waiting
appeal 08/13/2009
Fasal Usiminas 901861596 NCL(9 ) 06 Mixed
Request waiting
appeal 08/13/2009
UMSA 818591838 0,315972222
Nominative Register
extended 05/18/1995
UMSA 818591854 37:05 25-40
Nominative Register
extended 05/18/1995
UMSA 818591846
37:40 41
42
Nominative Register
extended 05/18/1995
UMSA 818591862 0,270833333
Nominative Register
extended 05/18/1995
UMSA 818591889 07:25 - 30
Nominative Register
extended 05/18/1995
UMSA 818591897 0,805555556 Nominative
Register
extended 05/18/1995
USIMINAS MECNICA 818623942
37:05 25
40 Mixed
Register
extended 06/14/1995
USIMINAS MECNICA 818623950 1,580555556 Figurative
Register
extended 06/14/1995
USIMINAS 903863642 NCL(9)06 Mixed Req.Com. 07/18/2011
USIMINAS 901572454 NCL(9)06 Figurative Register 04/14/2009
SINCRON 830751211 NCL(9)06 Nominative Req.Com. 08/04/2010
CICLO 830751181 NCL(9)06 Nominative Req.Com. 08/04/2010
EZULT 830751190 NCL(9)06 Nominative Req.Com. 08/04/2010

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SETTER 830751203 NCL(9)06 Nominative Req.Com. 08/04/2010
RAVUR 830751351 NCL(9)06 Nominative Req.Com. 08/06/2010
ARPER 830763724 NCL(9)06 Nominative Req.Com. 08/06/2010
EFFOR 830763708 NCL(9)06 Nominative Req.Com. 08/06/2010
ARCTOS 830763716 NCL(9)06 Nominative Req.Com. 08/06/2010
KORAGE 830763732 NCL(9)06 Nominative Req.Com. 08/06/2010
Rios Unidos 006789110 1,597222222
Nominative Register
extended 08/16/1977
TESMAF 810105764 1,597222222 Nominative Extinguished 04/29/1981
TESMAF 811245861 1,677083333 Nominative Register 07/26/1983
USISADE 828721483 NCL(8)36 Mixed Register 08/01/2006
USISADE 902214527 NCL(9)36 Mixed Notice granted 12/21/2009
COSIPA 002472902 01:10 -75 -85 Nominative Register 06/20/1956
COSIPA 002178362 NCL(8)01 Nominative Register 02/04/1959
COSIPA 007535759 0,256944444 Mixed Register 06/21/1968
COSIPA 006126456 01:85 90 Mixed Register 06/21/1968
COSIPA 004095120 0,065972222 Nominative Register 02/16/1971
COS AR 810901293
06:10 20
30
Nominative Register
07/02/1982
COS AR COR 811363767 06:10 20 30 Nominative Register 11/10/1983
COS COR 812944828 06:20 30 Nominative Register 10/30/1986
COS RD 812944810 06:20 30 Nominative Register 10/30/1986
COS FIT 817751750 0,270833333 Nominative Register 03/30/1994
COSIPA 817965700 38:20 - 40 Nominative Register 07/28/1994
COSIPA 817965718 36:70 Nominative Register 07/28/1994
COSIPA 817965769 38:20 - 40 Mixed Register 07/28/1994
COSIPA 817965750 36:70 Mixed Register 07/28/1994
COS ALLOY 818443340 06:20 30 Nominative Register 04/10/1995
COS COR II 818443359 0,270833333 Nominative Register 04/10/1995
COSIPA 818501600 36:70 Mixed Register 06/09/1995
COSIPA 818501618 06:10 -20 - 30 Mixed Register 06/09/1995
COSADE 819068560 1,677083333 Nominative Register 03/13/1996
COS CF 500 819083372 06:20 30 Nominative Register 03/28/1996
COSIPA 823254992 NCL(7) 16 Mixed Register 05/15/2001
COSIPA NA ESCOLA 823254950 NCL(7) 41 Mixed Register 05/15/2001
COSIPA 823255018 NCL(7)40 Mixed Register 05/15/2001
COSIPA 823255034 NCL(7) 42 Nominative Register 05/15/2001

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COSIPA NA ESCOLA 823254933 NCL(7) 35 Nominative Register 05/15/2001
COSIPA NA ESCOLA 823254941 NCL(7) 41 Nominative Register 05/15/2001
COSIPA NA ESCOLA 823254968 NCL(7) 35 Mixed Register 05/15/2001
CHAPA 823470199 NCL(7) 16 Nominative Register 07/26/2011
INTERAO COSIPA 826204252 NCL(8) 16 Nominative Register 03/12/2004
Projeto Mantiqueira 900077271 NCL(8) 41 Mixed Register 11/09/2006
Projeto Mantiqueira 900252480 NCL(9) 41 Nominative Register 03/27/2007
SOLUES EM AO
USIMINAS 840101740 NCL (10)35
Mixed
Req.Com. 04/24/2012
SOLUES EM AO
USIMINAS 840101759 NCL (10)40
Mixed
Req.Com. 04/24/2012
MINERAO USIMINAS 904792200 NCL (10) 06 Mixed Req.Com. 05/10/2012

i) Duration
In Brazil, the property of a brand is legally secured only after validly registering it with the
National Institute for Industrial Property (INPI). The owner is assured the right of exclusive
use in all of the countrys territory for 10 years as of the date the registration was conceded, a
time-span that is extendable for successive terms of equal duration. During the registration
process, the interested party merely has the expectation for the right of use of the deposited
brands, with which it identifies its products and services.

ii) Territorial reach
The brands which the Company owns were registered in Brazil; no brands were registered
abroad.

iii) Events which may cause the loss of rights relative to such assets.
The Company has no information regarding any event that could cause the loss of its
intellectual property and its brands.

The eventual loss of the rights over the brands registered by the Company and the Usiminas
companies would signify the end of the right to exclusive use in the Brazilian territory. The
Company and its controlled or related parties would face difficulties in restraining third parties
from using identical or similar brands to sell their products. Additionally, if the Company or the
Usiminas companies cannot prove they are the legitimate owners of the brands they use, it is
possible that they would be subject to legal demands of a criminal or civil nature, for the
improper use of the brand and the violation of third party rights.

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As explained above, the Usiminas brand is one of the most valuable Company assets and for
this reason, notwithstanding the loss of corporate identity, the loss of the rights over the brand
would bear a relevant adverse effect on its businesses.

Mining concessions
Mining companies in Brazil may only exploit and extract minerals if they are granted a
concession by the National Department of Mineral Production DNPM, an autarchy belonging
to the Ministry of Mines and Energy of the Brazilian government. The DNPM concedes
authorizations for mineral research to the requesting party for an initial term of three years.
The term for these authorizations may be extended for an additional one to three years at
DNPMs discretion and as long as the requesting party can prove that this extension is
necessary for it to adequately conclude its research. The local research activities must begin in
60 days counted from the date of the formal publication of the authorization. After concluding
the mineral research activities at the location, the company must submit a final report
(favorable or unfavorable) to the DNPM. If the geological research reveals the existence of
mineral deposits which can be economically exploited, the requesting company has one year
(or longer, if approved by the DNPM) as of the date of approval of the final research report by
the DNPM, in which to present a Plan for Economic Exploitation (PAE), which must include the
engineering descriptive memorandum for the project which details the method of mining to be
adopted, the dimensions of the equipment to be employed, economic aspects involved and the
other legal requirements pursuant to the Mining Code. After the PAE has been approved by the
DNPM and has been published in the Official Gazette of the Federal Executive, the
entrepreneur must produce an Installation License furnished by the competent environmental
agency within 180 days. When the mining concession has been officially published, the
concessionaire must file for a Request for Taking Possession of the Mine, which identifies the
limits of the concession in the field, and must initiate mining activities within six months. The
concession granted by the DNPM is for an undetermined period and will last until all the
mineral deposits have been mined to exhaustion. The extracted minerals, which are specified
in the mining concession, belong to the mines concessionaire. With the DNPMs prior approval,
the concessionaire can transfer these rights to an unrelated third party which, in its turn, must
prove it is qualified to own the mining concession. The holder should present yearly the Annual
Mining Report, where must be presented the data of the mining, production, sale and taxes
and of the Financial Compensation by the Mineral Resources Exploitation. If the AMR- Annual
Mining Report - is not presented, may imply in penalties set forth in the mining code.
The Company has several mining titles, among them, requirements for research, research
authorizations and mining concessions, as follows:

Description of DNPM authorizations Effectiveness Territory
Mining concession in the Municipality of Itatiaiuu/Itana DNPM process n 830.300/79 Undetermined Domestic
Mining Concession in the Municipality of Itana/Mateus Leme - DNPM process n 815.055/73 Undetermined Domestic

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Mining Concession in the Municipality of Itana - DNPM process n 831.056/81 Undetermined Domestic
Mining Concession in the Municipality of Itana - DNPM process n 830.373/78 Undetermined Domestic
Mining Concession in the Municipality of Itatiaiuu - DNPM process n 000.268/63 Undetermined Domestic
Mining Concession in the Municipality of Itatiaiuu /Mateus Leme - DNPM process n 803.154/78 Undetermined Domestic
Mining Concession in the Municipality of Mateus Leme - DNPM process n 815.054/73 Undetermined Domestic
Mining Concession in the Municipality of Igarap/Itatiaiuu/Mateus Leme - DNPM process n
830.049/79
Undetermined Domestic
Request for mining in the municipality of Itatiaiuu - DNPM process n 831.143/03 08/01/2009 Domestic
Authorization for research in the Municipality of Rio Manso DNPM process n 832.649/10 09/23/2014 Domestic
Request for research in the Municipality of Rio Manso DNPM process n 832.670/10 Undetermined Domestic
Request for research in the Municipality of So Joaquim de Bicas DNPM process n 832.715/10 Undetermined Domestic
Request for mining in the municipality of Itatiaiuu/Itana - DNPM process n 830.364/88 02/23/1997 Domestic
Request for mining in the municipality of Itatiaiuu/Mateus Leme -DNPM process n 830.443/83 02/28/1989 Domestic
Request for mining in the municipality of Itatiaiuu - DNPM process n830.106/85 11/13/1987 Domestic
Request for mining in the municipality of Itatiaiuu/Mateus Leme - DNPM process n 831.075/85 07/25/1989 Domestic
Request for mining in the municipality of Itatiaiuu/Mateus Leme - DNPM process n830.149/81 04/20/1985 Domestic
Request for mining in the municipality of Igarap/Mateus Leme - DNPM process n 803.274/78 05/16/2011 Domestic
Request for mining in the municipality of Igarap/Itatiaiuu/Mateus Leme -DNPM process n 830.035/03 08/04/2008 Domestic
Request for mining in the municipality of Igarap/Itatiaiuu - DNPM process n 805.218/77 12/10/1988 Domestic
Request for mining in the municipality of Brumadinho/Igarap - DNPM process n 30.343/82 08/03/1991 Domestic

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Request for research in the Municipality of Itatiaiuu DNPM process n 833.399/2011 Undetermined Domestic
Mining Concession in the Municipality of Prudente de Morais/MG - DNPM process n 73/61 Undetermined Domestic
Mining Concession in the Municipality of Pirapora do Bom Jesus/SP - DNPM process n 802.561/76 Undetermined Domestic
Mining Concession in the Municipality of Salto de Pirapora/SP - DNPM process n 007.535/63 Undetermined Domestic
Mining Concession in the Municipality of Salto de Pirapora/SP -DNPM process n 008.234/62 Undetermined Domestic

iii) Events which may cause the loss of rights relative to such assets.
The Company does not have information of any event that could cause the loss of its mining
concession.

If Usiminas were eventually to lose the concessions granted by DNPM it would be forced to
interrupt the respective mining activities. The total shut-down of the enterprises would only
occur after the loss of all of the mining concessions in the Companys name, being that the risk
of losing the concessions is very small and would only happen if the Company were to abandon
all of its obligations with DNPM and even then, only after administrative proceedings are
initiated against the concession owner, which can still file an appeal.
The loss of all of the concessions, a very small risk as commented above, can impact the cost
of iron ore to the Company. The lack of the corresponding quantities of the raw material would
in most probability have to be offset with market purchases at higher prices than those for the
ore it produces itself.

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c) The companies in which the issuer participates and about them, inform:
Observation N/A signifies: Not applicable, the shares issued by the company are not tradable in organized markets. In 2010, the companies Modal Terminal de Graneis Ltda, MRS Logstica S.A and Terminal de Cargas
Sarzedo Ltda, had their participation transferred to Minerao Usiminas S/A.
Name
Headquarter
CVM
code
Subsidiary
/
Associated
Holdi
ng %
Book Value of the Participation (PL)

Market Value
of the
Participation

Increase in value (devaluation) of the
participation, according to book value
Increase in Value or
Devaluation of
the participation,
According to
market value
Dividends received

12/31/2012 12/31/2011 12/31/2010 12/31/2012 12/31/2012 12/31/2011 12/31/2010
Years 2012,
2011 and 2010
12/31/2012 12/31/2011 12/31/2010
Automotiva Usiminas S.A. Pouso Alegre - MG No Subsidiary 100 119,701 116,005 102,188 N/A 3,696 13,817 979 N/A 3,407 4,303 573
Cosipa Commercial Ltd. Cayman Islands No Subsidiary 100 21,263 0.00 0.00 N/A 21,263 0.00 0.00 N/A 0.00 0.00 0.00
Cosipa Overseas Ltd. Cayman Islands No Subsidiary 100 19,021 17,579 14,178 N/A 1,442 3,401 (5,428) N/A 0.00 0.00 0.00
Fasal Trading Brasil S.A. Belo Horizonte - MG
No Jointly
Subsidiary 50 10,078 9,617 8,484 N/A 461 1,133 1,113 N/A (333) 333 0.00
Modal Terminal de Graneis Ltda Itana - MG
No Jointly
Subsidiary 50 0.00 0.00 0.00 N/A 0.00 0.00 (2,280) N/A 0.00 0.00 980
Solues em Ao Usiminas S.A. Belo Horizonte - MG No Subsidiary 68.88 773,441 768,198 794,001 N/A 5,243 (25,803) 7,437 N/A 0.00 0.00 6.268
Unigal Ltda Belo Horizonte - MG
No Jointly
Subsidiary 70 680,713 754,728 673,728 N/A (74,015) 81,000 118,125 N/A 175,000 17,500 0.00
Usiminas Commercial Ltd. Cayman Islands No Subsidiary 100 24,857 0.00 0.00 N/A 24,857 0.00 0.00 N/A 0.00 0.00 0.00
Usiminas Europa S.A. Denmark No Subsidiary 100 1,588,086 1,962,977 1,626,209 N/A (374,891) 336,768 118,198 N/A 0.00 0.00 0.00
Usiminas international Ltd. Luxembourg No Subsidiary 100 34,667 217,362 186,868 N/A (182,695) 30,494 (7,962) N/A 207,970 0.00 0.00
Usiminas Mecnica S.A. Belo Horizonte - MG No Subsidiary 99.99 556,691 706,146 665,824 N/A (149,455) 40,322 57,890 N/A 133,240 30,597 17,376
Usirrol Usiminas Court Tec. Em
Acabamento Superficial Ltda Ipatinga - MG
No Jointly
Subsidiary 50 7,542 5,948 5,306 N/A 1,594 642 841 N/A 0.00 0.00 0.00
MRS Logstica S.A. Rio de Janeiro - RJ 1794-9 Associated 11.41 7,027 6,424 0.00 N/A 603 6,424 (224,211) N/A 630 335 30,695
Terminal de Cargas Sarzedo Ltda. Sarzedo - MG No Associated 22.22 0.00 0.00 0.00 N/A 0.00 0.00 (4,002) N/A 0.00 0.00 1,678
Usifast Logstica Industrial S.A. Betim - MG No Associated 25 0.00 0.00 10,706 N/A 0.00 (10,706) 3,788 N/A 0.00 0.00 0.00
Codeme Engenharia S.A. Betim MG No Associated 30.77 45,593 38,290 37,785 N/A 7,303 505 37,785 N/A 1,872 0.00 0.00
MetForm S.A. Betim - MG No Associated 30.77 10,956 17,840 16,291 N/A (6,884) 1,549 16,291 N/A 4,541 1,002 0.00
Metalcentro Ltda. Santa Luzia - MG No Subsidiary 5 0.00 0.00 0.00 N/A 0.00 0.00 0.00 N/A 0.00 0.00 0.00
Rios Unidos Logstica e Transportes
de Ao Ltda.
Itaquaquecetuba -
SP
No Subsidiary
100 9,459 10,206 11,432 N/A (747) (1,226) 11,432 N/A 0.00 0.00 0.00
Minerao Usiminas S.A. Belo Horizonte - MG No Subsidiary 70 3,623,069 3,227,712 2,885,532 N/A 395,357 342,180 2,885,532 N/A 58,689 113,598 30,865
Usiminas Participaes e Logstica
S/A So Paulo - SP
No Subsidiary
16.70 51,278 45,944 38,622 N/A 5,334 7,322 38,622 N/A 2,883 2,281 525

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(iii) Activities of the Controlled Companies
Automotiva Usiminas S.A. headquartered in Pouso Alegre, State of Minas Gerais, industrial
production and sales of stamped steel parts.
Cosipa Commercial Ltd. headquartered in Cayman Islands, was incorporated in April 2006.
Its purpose is to optimize foreign funding opportunities.
Cosipa Overseas Ltd. headquartered in Cayman Islands, was established in February
1994, its purpose is to optimize the Companys foreign trade operations to facilitate
purchases of raw material, exportation of metallurgical products and also, acting as a
means to procure funding in the international market, in obtaining financing for the
Companys investments.
Fasal Trading Brasil S.A. its primary activity is to promote negotiations as an exclusive
trading company for the metallurgical products sold abroad, servicing the markets in Latin
America, Central America, Europe and others. Fasal Trading Brasil S.A. has participation in
Fasal Trading Corporation, a company incorporated in 2001 in the United States of America,
which engages in promoting trades as an exclusive Trading Company of Usiminas steel
products abroad, serving the markets of Latin and Central America, Europe and others.
Modal Terminal de Granis Ltda. headquartered in Itana, Minas Gerais, its business
purpose is to operate highway and railway cargo terminals, store and handle minerals and
metallurgical products and coordinate highway cargo transportation.
Solues Usiminas S.A. headquartered in Belo Horizonte, State of Minas Gerais, it has 10
industrial units, strategically located all over the country; it transforms metallurgical
products and acts as a distribution center. Solues Usiminas supplies the market with
differentiated and greater value-added products, concentrating efforts on small and
medium-size customers.
Unigal Usiminas Ltda. headquartered in Belo Horizonte, State of Minas Gerais, it is a joint
venture created in 1998 by Usiminas (70%) and by Nippon Steel & Sumitomo Metal
Corporation (30%); it primarily transforms cold rolled coils into hot dip galvanized coils for
the automotive industry. Unigals plant is located in Ipatinga, Minas Gerais and has the
installed capacity to produce 1,030 thousand tons of steel per year.
Usiminas Commercial Ltd. headquartered in Cayman Islands, created in 2006, it obtains
foreign funding for the Controlling party.
Usiminas Europa S.A. created in 2005, headquartered in Copenhagen, Denmark, its main
purpose is to hold the investments in the wholly owned subsidiaries Usiminas Galvanized
Steel ApS (Usiminas Galvanized ) and Usiminas Eletrogalvanized Steel ApS (Usiminas
Eletrogalvanized), whose main activity is to foster the sales to clients abroad, respectively,
of galvanized steel and electro galvanized steel produced by Usiminas.
Usiminas International Ltd. headquartered in Luxembourg, created in 2001, it holds the
Companys investment in Usiminas Portugal Servios de Consultoria Ltd. (Usiminas
Portugal) located on the Madeira Island, which purpose is to hold the Companys foreign
investments. On November 30, 2012 Usiminas Portugal was closed down.
Usiminas Mecnica S.A. headquartered in Belo Horizonte, State of Minas Gerais. Its
primary activity is to manufacture equipment and facilities for the following sectors: steel
production, petroleum, petrochemicals, hydroelectric power, mining, railway transportation,

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cement, paper and cellulose, parts recovery, rolls and cylinders for heavy industry,
stamping and cutting of sheets for manufacturing serial auto parts, stationary dump bodies
and environmental control.
Usiroll Usiminas Court. Tecnologia em Acabamento Superficial Ltda. headquartered in
Ipatinga, State of Minas Gerais, renders services primarily for reconditioning cylinders and
rollers.
MRS Logstica S.A. headquartered in Rio de Janeiro, MRS renders services in railway
transportation and logistics in the southeastern region of Brazil. The Companys
participation in MRS represents a strategic investment to optimize the supply of raw
material and the transportation of finished products and of third party cargoes, especially
regarding the operation of the Companys maritime terminals.
Terminal de Cargas Sarzedo Ltda. headquartered in Sarzedo, Minas Gerais, it stores
cargoes in general and administers the highway and railway cargo terminals, deposits and
related services.
Usifast Logstica Industrial S.A. is a multi-modal logistics operator with nationwide
activities. Usifast also possesses vast experience in port logistics, terminal administration
and in the management of custom clearance stations - dry ports offering Industrial Dry
Port services.
Codeme Engenharia S.A. headquartered in Betim, State of Minas Gerais, engages in the
construction of steel structures, mainly industrial buildings, commercial sheds and buildings
of multiple floors. Codeme has plants in Betim (Minas Gerais) and in Taubat (So Paulo).
MetForm S.A. headquartered in Betim, State of Minas Gerais, manufactures and sells
metallic tiles, steel decks and roofing systems. Metform has plants in Betim (Minas Gerais)
and in Taubat (So Paulo).
Metalcentro Ltda. engages in the construction of steel structures.
Rios Unidos Logstica e Transportes de Ao Ltda located in Guarulhos, State of So Paulo,
renders highway transportation services.
Minerao Usiminas S.A headquartered in Belo Horizonte, State of Minas Gerais, it is a
partnership between Usiminas (70%) and Sumitomo Group (30%), whose main activity is
the extraction and processing of iron ore as pellet feed, sinter feed and granulated. Most of
its production, extracted from the mines of Serra Azul region, is addressed for the
consumption of Usiminas steel plants. MUSA holds interest of 50% in the jointly controlled
subsidiary Modal Terminal de Granis Ltda. (Modal), headquartered in Itana, Minas
Gerais, whose main activity is the operation of road and railway load terminals, storage and
handling of ore and steel products and road transportation of load. It also holds interest of
22.22% in the associated Terminal de Cargas Sarzedo Ltda. (Terminal Sarzedo)
headquartered in Sarzedo, Minas Gerais, whose main activities are the storage of load,
operation of road railway terminal, deposit and related services. Additionally, it fully controls
Usiminas Participaes e Logstica S.A. (UPL) headquartered in So Paulo, Capital, whose
main activity consists, solely, in the direct ownership of shares and other securities issued
by MRS Logstica S.A.. In 2011, MUSA acquired interest in Minerao Ouro Negro S.A.
(Minerao Ouro Negro).

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Usiminas Participaes e Logstica S.A. headquartered in So Paulo, Capital, it consists
exclusively in the possession of direct form, of stocks and other marketable securities issued
by MRS Logstica S/A.

(xii) reasons for the acquisition and maintenance of participation in controlled / related
entities:
In addition to the reasons described in the above item, The Company acquired/incorporated
or maintains participation in the controlled or related companies described above with the
purpose of segregating capital assets and of exploring different market segments and
opportunities, with the consequence of expanding its line of business according to those
that the companies described above engage in.

9.2. Other information that the Company deems relevant.
The company understands that there is no further relevant information to be disclosed in this
item 9 of the Reference Form.

10. Comments from the directors

10.1. The Directors should comment on:
a) General financial and net worth situation
The Directors understands that the Companys financial and new worth situation is sufficient
for it to comply with its short and medium-term obligations.
Its working capital is adequate for current requirements and its cash resources are sufficient to
meet the funding needs of its activities and to cover cash requirements over the next twelve
months, at least.

b) Capital structure and the possibility of payment of shares or quotas
The Directors understands that the present capital structure, especially measured by the net
debt-to-equity ratio, is conservative in terms of leverage, as seen next:
In thousands of reais
R$ thousand
2012 2011 2010
Net debt
3,727,539
3,926,559 3.563.709
Net equity 18,513,073 19,014,205 19,029,437
Leverage
0.17
0.21 0.19

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Year-end net debt for fiscal years 2010, 2011and 2012 was R$3,6 million, R$3,9 million and
R$3,7 million respectively. The net debt-to-EBITDA ratio was 4.7 times at December 31, 2012,
3.1 times at December 31, 2011 and 1.3 times at December 31, 2010.
i. Redemption Hypotheses
The Companys By-laws do not contemplate this situation and so the dispositions of the Law
of Corporations must be observed in the resolution of eventual issues.

ii. Formula for calculating redemption value
In the event of redemption, the Company shall adopt a formula pursuant to legal
dispositions.

c) Capacity to pay in relation to the assumed financial commitments
At 12/31/2012, the Company had cash of R$4.7 billion (R$5.2 billion at 12/31/2011 and R$4.6
billion at 12/31/2010). Its debt presents an average term of 6 years in 2012 (4 years in 2011
and 2010). The debt concentration the short term at 12/31/2012 is 20% of total debt (13% in
2011 and 11% in 2010).

Debt profile - Consolidated

The Company has financial capacity and credit lines to renew its debts extending the payment
terms if necessary.

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d) Sources of funding for working capital and for investments in used non-current assets
The Company adopts a minimum cash balance policy to assure a comfortable liquidity level.
Financing agreements are entered into bearing in mind an investment plan to be concluded in
future years. This conservative policy aims at avoiding urgent funding requirements for
working capital, seeing that loan operations are contracted within a comfortable lead time so
that the best market moments can be capitalized on.

e) Sources of funding for working capital and for investments in non-current assets which the
Company intends to use to cover lack of liquidity
As described above, the Companys policy is to maintain a comfortable cash balance by
entering into long-term financing agreements. Moreover the Company possesses a US$ 2,0
million revolving credit line with the BNDES (National Development Bank) .

f) Debt levels and the features of such debt, yet describing:
i. Relevant loan and financing agreements
At 12/31/2012, the Usiminas Companies had the following relevant financing debt:
1) Loan agreement between Usiminas and BNDES in the amount of R$ 493 million to
finance the construction of the Hot Rolled Coils 2 in Cubato, with maturity at 01/15/2016.
2) Credit limit from BNDES to Usiminas in the amount of R$2,0 billion (of which R$ 287
million has already been used), available for withdrawal until 2021 in order to be put into
several projects in Ipatinga, Cubato and in the subsidiaries.
3) Loan agreement between Usiminas and o KfW in the amount of EUR 27.8 million falling
due in 2015, in order to finance the construction of the Continuous Casting of Cubato.
4) Loan agreement between Usiminas and JBIC and Japanese commercial banks in the
amount of US$100 million falling due in 2016, to finance the construction of Thermo electric
Plant of Ipatinga.
amount of US$240 million falling due in 2017, to finance the construction of Ipatinga Coke
Plant.
amount of US$550 million falling due in 2018, in order to finance the construction of Hot
Rolled Coils 2 of Cubato.
amount of US$120 million falling due in 2021, available for withdrawal, in order to finance
the construction of Heavy Plates Laminator.
8) Export pre-payment of Usiminas with Credit Suisse in the amount of US$70 million falling
due in 2014, to export steel products.
9) Export pre-payment of Usiminas with a union of banks in the amount of US$ 600 million
falling due in 2015, to export steel products. The contract was settled in March 2013.

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10) Export Credit Bill with Banco do Brasil in the amount of R$300 million falling due in
2013, for working capital. The contract was settled in March 2013.
11) Export Credit Bill with Banco do Brasil in the amount of R$1 billion falling due in 2018,
for working capital.
12) Export Credit Bill with Banco do Brasil in the amount of R$1 billion falling due in 2015,
for working capital.
13) Industrial Credit Bill with Banco do Brasil in the amount of R$400 million falling due in
2016, for working capital.
14) Export Credit Bill with Bradesco in the amount of R$49 million falling due in 2017, for
working capital.
15) Issuance of Eurobonds through the subsidiary Cosipa Commercial in the amount of US$
200 million falling due in 2016, in order to fulfill with the different investments plans of the
company.
16) Issuance of Eurobonds through the subsidiary Usiminas Commercial in the amount of
US$ 400 million, falling due in 2018, in order to fulfill with the different investments plans of
the company.
17) Issuance of Usiminas debentures in the amount of R$ 500 million falling due in 2013, in
order to fulfill with the different investments plans of the company. The contract was settled
in February 2013.
18) Loan agreement between the subsidiary Unigal and JBIC and Japanese commercial
banks in the amount of US$ 140 million falling due in 2018, to finance the construction of
line 2 of Unigal HDG.
19) Loan agreement between Usiminas and BNDES in the amount of R$318 million (of
which R$ 297 million has already been used), to finance the construction of Hot Rolled Coils
2 in Cubato, available for withdrawal until Nov/13.
20) Credit limit of Usiminas with BNDES of R$400 million, already disbursed.
21) Credit limit of Cosipa with BNDES of R$500 million, already disbursed.

ii. Other long-term relationships with financial institutions
At 12/31/2012, the Company has a revolving credit line in the amount of US$375 million
with a union of banks that was available for withdrawal until 2016. This operation has been
cancelled by the Company in March, 2013.

iii. Degree of subordination among the debt
At 12/31/2012, the Company has only one subordinated debt, that being debentures issued
in the amount of R$500 million, due in 2013, according to item 17 related in the sub item f.i
above.

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iv. Eventual restrictions to the issuer, especially in relation to debt levels and the taking out
of additional debt, distribution of dividends, sale of assets, issuing new securities and sale of
corporate control

The restrictions to the Company in financing agreements are as follows:
- limitation in the sale of fixed assets, in relation to the value of the consolidated fixed asset
balance, related to the agreements of the items 4,5,6,7,9 and 18, described in sub item f.i
above.
- limitation in the sale of receivables generated by export in relation to the net export
revenue; related to the agreements of items 4,5,6,7,9 and 18 described in sub item f.i
above.
- limitation in the amount of Total Debt in relation to EBITD, related to the agreements of
items 4,5,6 and 18, described in sub item f.i above.
- limitation in the amount of Total Debt in relation to Total Debt added to Net Equity;
related in the agreements of items 4,5,6 and 18, described in sub item f.i above.
- limitation in the amount of Net Debt in relation to EBITDA, related to the agreements of
items 1,2,7, 9, 10,11,12,13 and 17 described in sub item f.i above.
- limitation in interest costs in relation to EBITD, related to the agreements of items
4,5,6,7,9,17 and 18 described in sub item f.i above.
- restrictions to alterations in shareholder control; related to agreements of items
1,2,3,4,5,6,7,8,9,14,16,17 and 18 described in sub item f.i above.

g) Limits in the use of financing already contracted
At 12/31/2012, the Company still had a total of R$ 1.8 billion and US$ 120 million in available
credit lines with financial institutions to comply with the additional disbursements in progress,
which may be used whenever necessary, detailed as follows:

- Usiminas credit limit with BNDES in the amount of R$1,7 billion to be disbursed, according to
2 of sub item f.i above.
- Usiminas loan contract with BNDES in the amount of R$21 million to be disbursed, according
to item 19 of the sub item f.i above.
- Usiminas loan contract with the JBIC and Japanese commercial Banks in the amount of
US$120 million: US$120 million to be disbursed, according to item 7 of sub item f.i above.
In addition to the above contracts, the Company has a revolving credit line of US$375 million
available for withdrawal until 2016, as informed in item f.ii above.

h) Significant changes in each of the items of the financial statements
Significant changes to the financial statements are commented in item 10.2 below.

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10.2. The directors should comment on:
a) Results of the issuers operations, especially:
i. Description of any important components of revenue
Usiminas income is primarily generated by the sale of steel products such as heavy plates, hot
rolled sheets, cold rolled sheets, slabs, galvanized items among others. Usiminas also reports
revenue generated by mining, steel processing and capital assets in its consolidated financial
statements from steel processing, capital goods and mining. The revenue of these units is
mainly generated from:
Mining: Sale of iron ore.
Steel processing: Distribution of steel products, in addition to painted parts and cabins for the
automotive sector.
Capital goods: Manufacture of Metallic Structures, Industrial Equipment, Foundry and Railway
Wagons and Services of Industrial Assembly.

ii. Factors that materially affect the operating results
In 2012, the consolidated net revenue reached R$12.7 billion, 6.8% above the 2011 net
revenue of R$11.9 billion, mainly arising from the higher volume of steel sold in the Steel Plant
unit. In the domestic market this revenue was lower than 2011 at 2.3%, and in the foreign
market the performance was higher than 2011 at 66.9 %. In the Mining unit, net revenue
decreased 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 processing unit, net revenue was R$2.1
billion, 3.3% lower than 2011, mainly due to the lower volume of sales by Solues Usiminas.
In the capital goods unit net revenue was R$1.0 billion, 28.3% lower than 2011, impacted by
the reduction of projects in portfolio.

In 2011 the consolidated net revenue reached R$11.9 billion, 8.2% lower than 2010 which
amounted to R$13.0 billion, mainly arising from the lower volume sold. In the domestic
market, this revenue was lower than 2010 at 6.1%, and in the foreign market the performance
was lower than 2010 at 8.0%.
In 2010, when compared to 2009, net revenue was higher at 19%, increasing from R$10.9
billion in 2009 to R$13.0 billion in 2010, mainly due to the larger volume sold and increase in
the average prices practiced in the period. In the domestic market, net revenue was 21.18%
higher than 2009, and in the foreign market the performance was also positive, at 6.14%.
In the domestic market, the products with highlighted revenue generation in 2012 were the
hot and cold rolled coils, heavy plates and hot galvanized and both in 2011 and in 2010 were
the hot and cold rolled coils and heavy plates. In the foreign market, in these same periods the
segments presenting growth in revenue were the heavy plates and laminated, in addition to
the plates in 2012.

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b) Variation in revenue attributable to price modification, exchange rates, inflation, volume
changes and the introduction of new products and services.

i. Volumes of sales
In the accumulated for 2012, physical sales of steel products totaled 6.9 million of tons, 16.3%
higher than the volume sold in 2011 of 5.9 million of tons. The mix of sales destination was
73% in the domestic market (5.0 million of tons) and 27% in the foreign market (1.8 million of
tons), with the exports volume 75.7% higher than 2011. In the Mining unit the total sales
volume recorded was 6.1 million of tons, 9.9% higher when compared to 2011.

In the accumulated for 2011, physical sales totaled 5.9 million tons, 10.6% lower than the
volume sold in 2010, of 6.6 million tons. The mix of sales destination was 82% in the domestic
market and 18% for the foreign market corresponding to 1.0 million tons, 36.7% lower than
the 2010 exports. In the Mining Unit, total volume of sales recorded was 5.6 million of tons,
lower than 2010, mainly due to the unavailability of port for export.
In 2010, physical sales were 17% above the 2009 sales. The mix of sales destination was 75%
in the domestic market and 25% of sales to the foreign market, reaching the volume of 1.7
million tons, 4% higher than the 2009 exports.

Sales distribution per Product - Consolidated
Thousand tons

2012

2011

2010

Var.
2012/2011
TOTAL PHYSICAL SALES 6,881 100% 5,916 100% 6,565 100% 16%
Heavy Plates 1,460 21% 1,491 25% 1,444 22% -2%
Hot rolled Sheets
2,074 30%

1,738 29%

2,008 31%

19%
Cold Rolled Sheets
1,483 22%

1,474 25%

1,781 27%

1%
Electro galvanized Prods. 142 2% 211 4% 227 3% -33%
Hot Dip Galvanized Products 709 10% 500 8% 449 7% 42%
Processed Products
169 2%

147 2%

152 2%

15%
Slabs
844 12%

355 6%

504 8%

138%

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The main exports destination in 2012 was as follows:

ii. Sales prices
The sales prices of steel products during 2012 were affected by the fierce competition between
local plants. The devaluation of the Brazilian currency made that the differential of prices
between the domestic steel and the imported one in Brasil remained in less attractive levels to
the imports, which, however, are still high, pressing the domestic prices. The implementation
of defense trade measures with the increase of import tax for items of heavy plates and hot
laminated lines occurred only in October 2012, with its impact limited to 2012. Net revenue
per ton of steel products in 2012 was lower at 4.86%, affected by the higher share of sales of
the foreign market and the mentioned local competition.

c) Impacts caused by inflation and by variation in prices, cost of primary supplies and
products, exchange rates and interest rates to the operating and financial results of the issuer

i. Cost of Products and Services Sold
In 2012 the consolidated cost of sales (CPS) totaled R$12.0 billion, 13.2% higher than 2011 of
R$10.6 billion. The main units explaining the CPS variation were: (a) in the Steel unit the
increase was of R$1.3 billion, mainly due to the higher volume of steel sold (16.3%), to the
process of unstocking of steel products manufactured in prior periods with higher prices of raw
materials, to higher costs due to higher prices of raw material added to the foreign exchange
effect of real devaluation before the US dollar on imported inputs and the inflation on the
inputs supplied in the country including manpower, and the costs with the readjustment to the
employees chart; (b) in the Mining unit, CPS increased at 72 million, mainly due to the
increase of 9.9% in the sales volume.

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The accumulated CPS in 2011 was R$10.6 billion, slightly higher than 2010 which was R$ 10.4
billion. Although the volume sold has been lower there was no reduction in costs, since there
were increases in the prices of raw materials, energy and impacts on manpower due to
collective agreements.
In 2010 the accumulated CPS was 10.5% above the prior year CPS, basically due to the
growth in the sales volume at 934 thousand tons of steel products, due to the increase in costs
of raw materials and more expenditures with outsourced services.

ii. Operating Revenue and Expenses
In 2012, the consolidated operating revenue was R$860.1 million, 28.7% higher when
compared to the same 2011 period of R$ 668.3 million. This increase was mainly due to the
significant reversal of judicial contingencies recorded in 2011 which decreased the operating
expenses at R$272 million, and less extraordinary non recurring effects in 2012. Reintegra
program has positively contributed at R$71.9 million in 2012 and has been extended until
December 2013. Selling, general and administrative expenses decreased as a consequence of
the control in expenditures mainly related to services hired.
At the year ended December 31, 2011, the consolidated operating expenses were R$668.3
million, 6.4% higher when compared to the same 2010 period, basically due to the recognition
of allowance for doubtful accounts and lower gains with reversal of judicial contingencies.
In 2010, when compared to 2009, the operating expenses increased at about R$151.4 million,
or 32%, from R$477.0 in 2009 to R$628.4 million in 2010, basically due to the increase in
expenses with cost of products distribution, due to the higher volume exported and higher
expenditures with personnel and social charges. These increases have been partially offset by
the higher actuarial surplus and reversal of contingencies and tax recovery.

OPERATING REVENUE(EXPENSES)
In thousands of
reais
12/31/2012 12/31/2011 12/31/2010
Selling expenses (372,937) (458,568) (374,254)
General and administrative (488,447) (510,319) (527,222)
Other revenue (expenses),net 1,242 300,571 273,083
(860,142) (668,316) (628,393)

iii. Financial Result
The consolidated net financial result presented an expense of R$502.6 million in 2012, against
an expense of R$50.0 million in 2011 mainly due to the foreign exchange effects on foreign
currency financing, arising from the devaluation of 8.9% of Real before the US dollar in 2012.
The consolidated net financial result presented an expense of R$50.0 million in 2011, against a
revenue of R$13.2 million in 2010, basically due to the foreign exchange effects arising from
appreciation of 12.6% of real before the US dollar in 2011.
In the 2010 analysis, net financial result reached R$13.2 million, contrasting with the
substantially higher financial revenues of 2009, in the amount of R$609 million. This result is
explained by the foreign exchange effects arising from the appreciation of real before the US
dollar, which in 2009 reached the amount of R$967 million, whereas in 2010 was only R$189
million.

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During 2012, 2011 and 2010, the loans of Usiminas Companies, at variable rates, were in
reais, US dollar, yens and Euros.

The contracted interest rates for loans and financing in current and noncurrent liabilities may
be stated as follows:

In thousands of
reais

Em reais mil
Consolidated
12/31/2012 % 12/31/2011 % 12/31/2010 %

Pre-fixed rates 1,497,319 18 1,282,411 14 1,245,006 16
TJLP 959,700 12 1,120,181 13 568,126 7
Libor 2,501,209 31 2,966,956 34 2,868,025 37
CDI 2,947,977 36 2,823,255 32 2,392,371 31
Other (9,209) 45,420 1 121,156 2

7,896,996 97 8,238,223 94 7,194,684 93

Debentures
CDI 257,664 3 524,419 6 522,416 7

8,154,660 100 8,762,642 100 7,717,100 100

In 2012, 2011 and 2010, interest on loans and financing of the Company, impacted its results
negatively in the amount of R$250 million, R$ 272 million and R$ 313 million respectively.

10.3. The directors should comment on the relevant effects that the events listed
below had or are expected to have on the issuers financial statements and results:
a) Introduction or sale of an operational segment
In 2012 and 2011 there was no introduction or sale of operational segments.
In 2010, the company finished the activities related to mining and formalized joint venture
with Sumitomo Corporation (Sumitomo) object of Material Fact of 12/28/10, the creation of
the company.
Thus, the Company adds value to the business Mining and Logistics bringing a strategic
partner, with recognized expertise in iron ore sales and knowledge of international market. The
creation of Minerao Usiminas S. A. (MUSA), controlled by Usiminas, was part of the strategy
defined in the verticalization of its operations, aiming at more competitiveness and generation
of value to the shareholders. The total amount of Sumitomo transfer was US$ 1.26 billion,
equivalent to approximately R$ 2.14 billion, directly in MUSA cash. Sumitomo also paid to
MUSA an additional value of up to US$ 674 million, conditioned to futures events occurrence.
The accounting effect at Usiminas corresponded to a gain of approximately R$ 890 million, via
Net Equity, as capital transaction. Presently MUSA has a production capacity of 8.0 million of

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tons/year, the double if compared to the year of acquisition of iron ore mines. The resources
arising from this transaction shall be used in the Plan of Capacity Expansion of MUSA.

b) Incorporation, acquisition or sale of corporate participation

i. Acquisition of Minerao Ouro Negro.
On November 25, 2011, the subsidiary Minerao Usiminas S/A acquired the total shares of
the company Minerao Ouro Negro, owner of mining resources of about 205 million tons of
iron ore. The acquisition price was US$368.6 million, corresponding to R$698.1 million, based
on the financial statements of the acquired as at November 25, 2011, which, at present value,
totals R$628.5 million. The value of cash paid for the acquisition of Minerao Ouro Negro in
2011 was R$151.9 million (net of the acquired cash). The remaining balance shall be
amortized until 2014. At December 31, 2012 the amount payable totals R$356.5 million.
On September 28, 2012, Minerao Ouro Negro was merged by Minerao Usiminas in order to
facilitate the operation of assets, simplifying the Companys organization structure and
providing costs reduction in its corporate structure.

ii. Sale of shares issued by Ternium S.A.
On February 21, 2011, the public offering of 21,628,728 American Depositary Shares (ADSs)
representing shares of Ternium S.A. (Ternium) (NYSE: TX) held by the wholly owned
subsidiary of the Company, Usiminas Europa A/S (Usiminas Europa), was completed. With
the conclusion of the public offering and of the sales of Ternium shares, Usiminas no longer
holds any interest in that company.

iii. Association Agreement with Codepar S.A. and Isa Participaes S.A.
In alignment with its strategic plan to add value to its products and to its businesses axes, in
2010 Usiminas entered into an Association Agreement with companies Codepar S.A. and Isa
Participaes S.A., establishing the basis for Usiminas to underwrite shares issued by Codeme
Engenharia S.A. and Metform S.A. (Companies), which grants to Usiminas a 30.7692%
participation in the capital of each of the Invested Companies. A Material Fact regarding this
new investment, which significantly increases Usiminas participation in the civil construction
market, was disclosed by the Company.

c) Unusual events or transactions

i. Merger of Summit Empreendimentos Minerais Ltda.
On October 26, 2012, Minerao Usiminas S.A., merged its shareholder Summit
Empreendimentos Minerais Ltda., limited liability company, headquartered in So Paulo, State
of So Paulo, as downstream merger. Due to this merger, the capital shares of Minerao
Usiminas S.A. owned by Summit Empreendimentos Minerais Ltda. were attributed to Serra

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Azul Iron Ore L.L.C. and to Sumitomo Corporation do Brasil S.A., sole quotaholders of Summit
Empreendimentos Minerais Ltda.

ii. Extinguishment of Usiminas Portugal.
On November 30, 2012, the Company restructured its corporate interest abroad, opting for
closing down the activities of Usiminas Portugal, company located in Portugal. This company
was subsidiary of Usiminas International, direct investment of Usiminas.

iii. Extinguishment of Fasal Trading Corporation.
On August 03, 2012, the Company restructured its corporate interest abroad and closed down
the activities of Fasal Trading Corporation, located in Florida, USA. This company was
subsidiary of Fasal Trading Brasil, direct investment of Usiminas.

10.4 The Directors should comment on:

a) Significant changes in accounting practices
For 2012 and 2011, there were no new CPC/IFRS pronouncements or interpretations
significantly impacting on the Companys financial statements.

For 2010 the following changes occurred:

First time adoption of CPCs

Transition base

The consolidated of Usiminas companies, referring to the fiscal year ended on December 31,
2009, are the first annual financial statements revoking the IFRS. The referred financial
statements consolidated in IFRS are in the Investors Relations website in the financial
statements section and were filed at CVM.

(1) Application of CPCs 37 and 43

Considering that the first financial statements in IFRS of Usiminas companies related to the
fiscal year ended December 31, 2009, in the individual financial statements of the Parent
Company and Consolidated of the fiscal year ended December 31, 2010 were maintained the
same accounting policies adopted in those financial statements. In this sense, the consolidated
numbers were assumed whose transition date is January 1, 2008 and its correspondent impact
on the individual financial statements of the parent Company.

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In the preparation of these individual financial statements of the Parent Company the same
exemptions of retrospective application were maintained, whenever applicable, and the same
exemptions of completed retrospective application chosen by the Company when were
prepared the first consolidated financial statements in IFRS. The referred exemptions and
exceptions were duly presented in the first annual statements according to the IFRS described
above.

The Parent Company individual financial statements for the fiscal year ended December 31,
2010 are the first annual individual statements in conformity with the CPCs. The Company
applied the CPCs 37 to 43 in the preparation of these individual financial statements of the
Parent Company. The transition date is on January 1, 2009. Management prepared the
opening balance sheets according to the CPCs at this date.

Rules and alteration in rules adopted by Usiminas Companies

The following rules are required for periods starting on January 1, 2010:

IAS 27 (Reviewed), Separated and consolidated financial statements. The reviewed rule
requires that the effects of all transactions with minority interest are recorded in net equity
if any no changes in the control occur, and these transactions will no longer result in
goodwill or gains and losses. The rule also specifies the recording when the control is lost.
Any remaining participation in the entity is measured again at fair value, and a gain or loss
is recognized as profit or loss. Usiminas Companies applied the IAS 27 (reviewed) for
transactions with minority interest as from January 1, 2010.

IFRS 3 (Reviewed), Business combination and consequent changes in the IAS 27
Separated and consolidated financial statements, in the IAS 28 investment in parent
company and associated company and in the IAS 31 Investment in jointly controlled
venture are prospectively effective for business combination transactions started on or
after July 1, 2009. The reviewed rule continues to apply the acquisition method to the
business combination compared to the IFRS 3. For example, all the payments for the
purchasing of a Company will be recorded at fair value in the acquisition date, with
contingent payments classified as debt later remeasured through the statement of income.
There is an acquisition choice in order to measure the minority interest in the acquirer at
fair value or to the proportional participation of the minority interest of the acquirer net
assets. All the costs related to the acquisition should be recorded as expense. The IFRS 3
(reviewed) is applied to all the business combinations of Usiminas Companies from January
1, 2010.

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Rules, changes and interpretations of existent rules that are not yet effective and were not
previously adopted by Usiminas Companies:
The following rules, changes and interpretations of rules were issued by IASB, but are not yet
effective for 2012. The early adoption of these rules, although supported by IASB, has not
been adopted in Brazil, by the Accounting Pronouncement Committee (CPC).

IAS 1 - "Presentation of the Financial Statements". The main alteration is the separation
from other components of result into two groups: those which shall be realized against the
result and those which shall remain in net equity. The alteration to the rule is applicable as
from January 1, 2013. The impact estimated on its adoption is only of disclosure.

IAS 19 - "Benefits to Employees", changed in June 2011. This alteration was included in
the text of CPC 33 (R1) - "Benefits to Employees". The rule is applicable as from January 1,
2013. The main impacts estimated for its adoption on the Companys financial statements
are as follows: (i) immediate recognition of cost of past services. The Company has credit
from past services to be recognized of, approximately, R$20,000; (ii) replacement of
interest of liabilities and of the expected return of assets for a single net interest rate shall
generate a negative impact on the income statement for 2013 in the amount of R$62,000.
The rule is applicable as from January 1, 2013.

IFRS 9 - "Financial Instruments", approaches the classification, measurement and
recognition of financial assets and liabilities. IFRS 9 was issued in November 2009 and
October 2010 and replaced parts of IAS 39 related to the classification and measurement
of financial instruments. IFRS 9 requires the classification of financial assets in two
categories: measured at fair value and measured at amortized cost. The determination is
made at the initial recognition. The classification basis depends on the business model of
the entity and on the contractual characteristics of cash flow of financial instruments. As
regards to the financial liabilities, the rule maintains most of the requirements established
by IAS 39. The main change is that in the cases in which the option for fair value is
adopted for financial liabilities, the portion of change in the fair value due to the credit risk
of the entity is recorded in another comprehensive result and not in the income
statements, except when resulting in accounting mismatch. Usiminas Companies are
assessing the total impact of IFRS 9. The rule is applicable as from January 1, 2015.

IFRS 10 - "Consolidated Financial Statements" included as alteration to the text of CPC
36(R3) - "Consolidated Statements. It is based on already existent principles, identifying
the concept of control as main fact to determine whether an entity should or should not be
included in the consolidated financial statements of the parent company. The rule provides
additional guidelines for the determination of control. The Company is assessing the total
impact of IFRS 10. The rule is applicable as from January 1, 2013.

IFRS 11 - "Joint Agreements", issued in May 2011, and included as alteration to the text of

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CPC 19(R2) - "Business Combination". The rule sets forth a more realistic approach to joint
agreements upon focusing on the rights and obligations of the agreement instead of its
legal form. There are two types of joint agreements: (i) joint operations which occurs
when an operator has rights on the assets and contractual obligations and as a
consequence shall record his portion on the assets, liabilities, income and expenses; and
(ii) shared control occurs when an operator has rights on net assets of the agreement
and records the investment on the equity method. The proportional consolidation method,
applied in 2012, is no longer allowed, and the Company shall no longer consolidate the
jointly controlled subsidiaries Fasal Trading Brasil, Unigal and Usiroll, neither its controlled
Minerao Usiminas is no longer consolidating its jointly controlled Modal. As from January
1, 2013, the interest mentioned above will be recorded on the equity method.

IFRS 12 - "Disclosure of Interest in Other Entities", considered in new pronouncement CPC
45 - "Disclosure of Interest in Other Entities". It deals with the requirements of disclosure
for all forms of interest in other entities, including joint agreements, associations, interest
for specific purposes and other interest not recorded in books. The rule is applicable as
from January 1, 2013. The impact of this rule shall be basically an increase in disclosure.

IFRS 13 - "Measurement at Fair Value", issued in May 2011, and disclosed in a new
pronouncement CPC 46 - "Measurement at Fair Value". The purpose of the rule IFRS 13 is
to improve the consistence and reduce the complexity of measurement at fair value,
providing a more accurate definition and a single source of measurement at fair value and
its disclosure requirements for use in IFRS. The requirements, which are fairly aligned
between IFRS and US GAAP, do not extend the use of accounting at fair value, but provide
guidelines on how to apply it when its use is already required or allowed by other IFRS or
US GAAP rules. The rule is applicable as from January 1, 2013. The impact of this rule shall
be basically an increase in disclosure.

There are no other CPC/IFRS rules or IFRIC interpretations which are not yet effective which
might have a significant impact on Usiminas Companies.

b) Significant effects of the changes in accounting practices
None.

c) Qualifications and points present in the auditors opinion
None

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10.5. The Directors should indicate and comment on the critical accounting policies
adopted by the issuer, in particular accounting estimates made by management on
uncertain and relevant issues for describing the financial position and operating
results that require subjective or complex judgment such as: provisions,
contingencies, revenue recognition, tax credits, long-life assets, useful life of non-
current assets, pension plans, foreign currency translation adjustments,
environmental recovery costs, and criteria for asset and financial instrument
impairment tests

The estimates and the accounting judgment are continuously evaluated and based on the
historical experience and other factors, including future events expectations, considered
reasonable for the circumstances.
Based on assumptions Usiminas Companies make estimates related to the future. By
definition, the resulting accounting estimates will seldom be the same to the related actual
results. The estimates and assumptions that present a significant risk, with the probability to
cause a relevant adjustment in the book values of assets and liabilities for the next financial
year, are contemplated as follows:

Goodwill estimate loss (impairment)
Annually, Usiminas Companies test eventual losses (impairment) in goodwill, according to the
adopted accounting policies. The recoverable values of Units Generators of Cash (UGCs) were
determined based on the calculations of value in use and on the net sales price, determined
based on estimates.
In 2012, a loss for impairment in the amount of R$ 358 thousand (December 31, 2011 R$
5.6 million, December 31, 2010 R$ 5.4 million) related to the goodwill allocated in UGC
Modal, was recognized.
If the estimated discount rate before tax applied to the discounted cash flows for UGC Modal
were 1% higher than management estimates, the segment would have recognized a loss for
additional impairment in goodwill of R$3.1 million.

Income tax and social contribution:
Usiminas Companies are subject to income tax in several countries where they operate. It is
necessary a significant judgment to determine the provision for taxes on income and social
contribution on net income in these different countries. In many operations, the tax final
determination is uncertain. Usiminas Companies also recognize provisions on account of
situations in which it is probable that additional amounts of taxes are due. When the final
result of these issues differ from the amounts initially estimated and recorded, these
differences affect the current and deferred tax assets and liabilities in the period in which the
definite amount is determined.

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Usiminas Companies recognize deferred assets and liabilities based on the differences between
the book value presented in the financial statements and the tax basis of assets and liabilities,
using the effective rates. Usiminas Companies regularly review the deferred tax assets in
terms of recovery possibility, considering the generated historical profit and the estimated
future taxable income, in accordance with studies of technical feasibility.

Derivatives Fair value and other financial instruments:
The fair value of financial instruments which are not traded in active markets is determined
through the use of evaluation techniques. Usiminas Companies use in their judgment to
choose different methods and define assumptions based mainly on existent market conditions
on the balance sheet date.
The financial instruments sensitivity analysis, considering a probable variation based on the
market indices and deterioration of 25% and 50% on the most probable scenario, are
presented in the financial statements.

Revenue recognition:
The subsidiary Usiminas Mecnica uses the conclusion percentage method (POC) to record the
revenue from orders in progress agreed at a determined price. The use of the POC method
requires the estimation of services rendered up to the base date of the balance sheet with a
ratio of overall services contracted.

Pension plans benefits:
The current value of obligations from pension plans depends on number of factors which are
determined based on actuarial calculations, using a series of assumptions. Among the
assumptions is to determine net cost (revenues) for the pension plans, is the discount rate.
Any changes in these assumptions will affect the book value of pension plans obligations.
Usiminas Companies determine the appropriate discount rate at the end of each year. This is
the interest rate that should be used to determine the present value of estimated future cash
outflows that should be necessary to settle the pension plans obligations. Upon determining
the appropriate discount rate, Usiminas Companies consider the interest rates of public notes
maintained in the currency in which the benefits will be paid and which have maturity dates
close to the terms of the related obligations of the pension plans.
Other important assumptions for the pension plans obligations are partially based on the
market current conditions.

The Company and some of its subsidiaries recognize a liability related to the debt contracted to
cover the insufficiency of reserves.

Provisions for contingencies:
Usiminas Companies are part in several judicial and administrative lawsuits. Provisions are set
up for all the contingencies relating to judicial lawsuits representing probable losses. The

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evaluation of probability of loss includes the evaluation of the available evidences, among
them, the opinion of legal advisors, internal and external. Management believes that these
contingencies are properly presented in the financial statements.

Useful life of fixed assets:
The fixed assets depreciation is calculated on the straight line method according to the useful
life of assets. The useful life is based on engineers appraisal of Usiminas Companies and
external advisors, which are regularly reviewed. Management believes that the useful life is
properly evaluated and presented in the financial statements.

Segregation of interest and monetary variation related to the obtaining of local loans
The Company reassessed the interpretation and accounting of interest and monetary
restatement of contracts indexed to CDI and to the Long Term Interest Rate (TJLP) and since
2011 segregates the Amplified Consumer Prices Index (IPCA) of loans and financing, whose
contracted index is the Interbank Deposit (CDI). Accordingly, the portion related to IPCA is
segregated from the interest on loans and financing and from the yields of financial
investments and included in the line Monetary effects in Financial result.

10.6 The Directors should comment on the internal controls adopted to ensure the
preparation of reliable financial statements

The Directors are of the opinion that the Company has in place internal controls in its various
areas that historically have proven to be sufficient to ensure the preparation of reliable
financial statements. Whenever eventual imperfections in the internal controls are identified,
plans are immediately established to remedy the aforementioned eventual irregularities.
For the financial statements of 2012, 2011 and 2010, the external auditors of Usiminas, during
their audit work did not identify any recommendations or deficiencies with relation to the
Companys internal controls that could be considered significant and/or having any impact on
the financial statements.

10.7. In the case of the issuer having made a public offering of securities, the
Directors should comment on:

a) How the funds arising from the offering were used
The Company did not carry out any public offerings of securities in 2012, 2011 and 2010.

b) If there were relevant differences between the effective investment of funds and the
investment proposals disclosed in the prospectus of said offering

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c) If there were differences, the reasons for such differences

10.8. The Directors should describe relevant items that are not presented in the
issuers financial statements, describing:
a) assets and liabilities held, by the issuer, directly or indirectly, which do not appear in its
balance sheet (off-balance sheet items), such as:

i. Operating leases
The company has the following operating leases:
- Contract with Salus Empreendimentos Imobilirios S/A, in the amount of R$ 144 million,
with outstanding balance of R$ 95 million, relating to the rental of locomotives, with
maturity for 10/14/2015.
- Contract with MRC Logstica Ferroviria DZSS-FC Ltda, in the amount of R$ 29 million,
with outstanding balance of R$ 17 million, relating to rental of platforms wagons with
maturity for 08/08/2016.

- Contract executed by Minerao Usiminas with MBL Materiais Bsicos Ltda., in the
estimated amount of US$ 300 million, relating to the leasing of mining rights in the region
of Serra Azul, Minas Gerais. The contract is effective for 30 years, from 10/15/2012, or until
the depletion of mineral reserves.

ii. Written-off receivables on which the entity maintains risks and responsibilities, indicating
related liabilities
None.

iii. Contracts of future purchase and sale of products and services
The Company has the following significant 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 sale of iron ores and logistics
transportation of Usiminas ore by EFVM (Estrada de Ferro VitriaMinas) and FCA Ferrovia
Centro Atlntico.
In Cubato, the main supplier is Minerao Usiminas - MUSA followed by CSN and VALE
S/A.
The amount of the effective contracts is approximately R$ 1,7 billion per annum.

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Contracts for the Supply of Coal and Green Petroleum Coke
The mineral coal* used in the steel activities arises only from abroad, due to the
nonexistence of coal with the necessary specifications for the application in the manufacture
process of steel coke in Brazil.
Usiminas entered into long term contracts and imported coal purchasing spot and domestic
and foreign Green Petroleum Coke (CVP) in the calendar year of 2012, corresponding to
approximately 5 million tons, equivalent to 100% of the coal volume foreseen to serve the
activities of two steel plants (in Ipatinga and Cubato) up to December 2012. The purchase
of Green coke in the domestic and foreign market, of coat for injection (PCI) and anthracite
are computed in these data.
The contracts traded in 2008 prior to the crisis and not shipped until Dec/2011 were
responsible for about 3% of the volume shipped in 2012. The contracts now have definite
monthly, quarterly or semiannual prices.
Among the principal suppliers of coal and green coke of oil in 2012, are Petrobrs
Distribuidora, Alpha Coal, Patriot and Jim Walter Resources, responsible for about 53% of
the coal supply and CVP for Usiminas in the mentioned period.
In 2012 there was the diversification of alternative sources of suppliers, such as
Mozambique.
The contracts shipped in 2012 amount to US$800 million FOB.

* mineral coal = coal for coke plant, coal for injection (PCI) and anthracite for sintering.

Contracts for the Supply of Electric Energy
In June 2007, Usiminas executed with CEMIG an electric energy supply contract for the
period from January 1, 2010 to December 31, 2014 for a total of 320 average MW per
annum.
At the end of 2009, Usiminas started the renegotiation of this contract to review the
contractual conditions and extend the contractual term to 10 years (January 1, 2010 to
December 21, 2019).
Due to this renegotiation two new documents were executed: the first one is a contract with
CEMIG GT in which Usiminas purchases about 320 average MW per annum in the period
from 2010 to 2012, reducing to 120 average MW per annum from 2013 to 2019. The
second document is an Instrument of Assignment in which CEMIG GT assigns to the
Company part of its purchase contract executed with Santo Antonio Energia S.A-SAESA. For
this second document, Usiminas shall receive from SAESA, from 2013 to 2019, the amount
of 200 average MW per annum.
These new contracts (of purchase and assignment) with an approximate amount of 320,00
average MW of energy per annum, total approximately R$4.7 billion for the period from
01/01/2010 to 12/31/2019.

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Contracts for the Supply of Gas with COMGS
On May 13, 2002, Usiminas and COMGS entered into a contract for the supply of industrial
channeled gas to its Cubato Plant over the period from April 21, 2002 to November 20,
2007. This contract has already been renewed until August 31, 2014, with estimate of
supply of 500,000m/day of natural gas. The contract amounts to R$710 million for the
period from 04/21/2002 to 08/31/2014.

Contract for the Supply of Gas with GASMIG
On September 21, 2010 Usiminas and Gasmig entered into the contract to supply industrial
channeled natural gas, in the volume of 30,000 m3/day, in the firm modality, for the period
from September 21, 2010 to September 21, 2016 to initially replace the consumption of
petroleum liquefied gas (PLG).To supplement exceeding consumption additional temporary
volumes are contracted from Gasmig, currently under negotiation to be consolidated as firm
volumes. The contract in force amounts to R$65 million and comprises the period from
09/21/2010 to 09/21/2016.
On December 7, 2010, Usiminas and Gasmig, executed the contract of natural gas in the
interruptible modality, for the period from December 7, 2010 to December 6, 2011 (with
estimate of successive renewal for equal period), to use the Blast Furnace of Ipatinga Plant.
The contract establishes the supply in the total of 256,000m/day when necessary,
however, in replacement to this interruptible contract, the Company has been executing
successive purchases of natural gas in the short term, in different volumes with Gasmig, for
the use in the High Furnace, in auctions made by Petrobrs to the distributors.

iv. Contracts for construction in progress
The Company has several contracts related to investments in its plants and in the company
Minerao Usiminas, which amount to R$ 915.7 million.

v. Contracts for the future receipt of financing
None.

10.9 With respect to each of the items that are not presented on the financial
statements indicated in item 10.8, the Directors should comment on:
a) How these items change or may change revenue, expenses, operating income, financial
expenses or other items on the issuers financial statements
The expenses of the operating lease cited above are charged to the Companys income
monthly over the life of the contract.
The costs of the supply contracts are charged to income in proportion to the amounts
consumed in the process of production.

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b) The nature and purpose of the operation
The Companys intention in maintaining these contracts is to guarantee the supplies necessary
for the production process.

c) The nature and amount of the liabilities assumed, and the rights generated in favor of the
issuer as a result of the operation
See comments in 10.8.

10.10 The Directors should indicate and comment on the principal elements of the
issuers business plan, describing in particular the following topics:
a) Investments
i. Quantitative and qualitative description of the investments in progress and expected
investments
The total volume of investments of Usiminas and of its subsidiaries in 2012 was R$1.7
billion (R$2.5 billion in 2011), as follows:
- Ipatinga and Cubato Plants: R$ 959.6 million (R$1.8 billion in 2011)
- Subsidiaries: R$677.5 million (R$645.9 million in 2011)
The investments in the plants are concentrated in increased production of rolled steel products,
improvements in quality, reductions in cost, maintenance, technological modernization of
equipment and environmental protection. The investments in the Subsidiaries are mainly
concentrated on Minerao Usiminas which invested in 2012 to increase the production
capacity of iron ore, the Friable Project.
The investment projects follow their normal course of technical detailing, price surveys, signing
of contracts and execution of the works as per the established time table.
The principal investments concluded in 2012 were:
Hot Strips Line no. 2 in Cubato with production capacity of 2.3 million tons of hot-rolled
steel sheets
Vacuum Degassing #3 in Ipatinga: Increase in production of 800,000 tons per annum of
more added value.
Intensive Mixer for Sintering #3 in Cubato for use of 25% of pellet feed in replacement to
the sinter feed and increase in sintering productivity.
Electrostatic Precipitator of Sintering #1 in Ipatinga: Electrostatic Precipitator
Reformed to guarantee an emission of particles in chimney lower than or equal
to 70mg/Nm3.
System to Control Access in Ipatinga: Implementation of the system to control access
through the installation of turnstiles, gates and sensors integrated by RONDA systems,
in the entrances of Ipatinga.

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Ipatinga
Reconstruction of Coke Plant 2: Reestablish the production of gas (COG) and coke of Coke
Plant 2 to 1,100,000 t/year; Reduce the emission of particle matter, gases and volatile
material to the atmosphere. Equipment being manufactured by Giprokoks (Ukrainian
company). Battery n 3 has stopped for reform since 10/18/2010 with return to operation
estimated for the second half of 2014.
Dedusting of tap hole area of Blast Furnace #3: Adequacy of the dedusting system of the
Tap hole areas of Blast Furnace N3, composed of Bag Filter, Pipes, Damper and Fans.
Cooling System of BF03 Crucible: Installation of system for cooling of water of Blast
Furnace n 3 crucible.
Replacement of Cranes

Cubato:
Scouring Line no. 3: Installation of a 1,400,000 ton per annum Scouring Line. Civil
construction finished in December/2012. Assembly of equipment in progress by Enesa
estimated to end in August/2013.
System to Control Access: Implementation of the system to control access through the
installation of turnstiles, gates and sensors integrated by RONDA systems, in the entrances
3, 4 and 5 of Cubato.
Exchange of 21 Stave Coolers for Blast Furnace #2: Replace 21 stave coolers of cast iron
for copper Coolers, with high rate of heat transfer and more durability, assuring the
preservation of the Blast Furnace housing.
Reform of Boilers 2 and 4: Full reform of boilers 2 and 4 for reestablishment of the vapor
production capacity of thermo electrical center n 1 (CTE-1) through the recovery of the
original conditions of the conventional water tube type boilers.

Ipatinga and Cubato:
Reform in the coke plants
Adequacy of the Plants Facilities to meet the environmental regulations

Solues Usiminas:
The investment in 2013 is concentrated in the increase of productivity and improvement of
information systems, and consolidation of operations. There are also investments foreseen
in projects for the employees security and environment.
We shall invest in all the plants, highlighting the projects related to productivity gain (Bom
Sucesso SP), carryover of revamping of plants (Campo Limpo Paulista- SP), security
improvements (Humait RS) and IT projects of improvement in the production
programming systems and service to the customers.

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Usiminas Mecnica:
In 2013 the company intends to follow its modernization and expansion program, which
includes the updating of its IT park and investments for the production growth. This
program also includes one plant of modules and naval panels, which shall be installed in
Suape, state of Cear, mainly to serve the naval market.

Automotiva Usiminas:
Beginning of construction of new line of truck cabin production for client DAF, model XF with
beginning of production in September 2013.
Continuation of investments to finish the production line of Jimny project, Suzuki client.
Acquisition of land for future expansion, acquisition of robots to start the automation of
stamping I, improvements in the production line of cabins for Ford, modernization of the
pretreatment electrical system, modernization of several equipment to meet the regulatory
rules and prevention of risks.

Minerao Usiminas:
Friable Project: The project consists in the creation of two new plants in order to leverage
the current plants productivity and as a consequence the production capacity of MUSA from
8 to 12 Mtpa, with the implementation of the New ITM (Installation for Ore Treatment)
Samambaia and Flotao, thus permitting the recovery of Pellet Feed as from natural thins,
recovery of dam thins and recovery of thick rejects of the existent ITMs. The Project is part
of the group strategic plan allowing the generation of value as well as response to the
market demand projections in the multiyear expectation. The completion of Sinter Feed
plant (ITM Samambaia) is forecast for the second quarter of 2013 and of the Pellet Feed
plant (ITM Flotao) is forecast for the third quarter of 2013.
Infra-structure projects: aims to adjust the current operation to the new levels of
production with the beginning of operations of the new plants of the Friable Project.
Acquisition of new mining mobile equipment: The main objective is the expansion of its
operating performance complying with the projected mining plans, optimization in its
process of moving ore and obtaining of better operating and financial results for the
business.
Compact Projects: consolidation of the basic engineering of a new Project which allows the
use of an ore reserve so far marginal, designated compact ores. The actions foreseen for
2013 are the reassessment of resources and reserves, consolidation of the engineering of
industrial facilities and storage yards and definition of alternatives for the production
shipment, in order to support the investment decision making. The project is under
analysis.

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ii. Sources of investment financing
As a policy Usiminas diversifies and contracts long-term financing to cover its own and its
controlled entities and related companies needs. The Companys management adopts a
conservative position in terms of its funding, contracting loans and financing ahead of time
in relation to the investments it expects to make in the forthcoming years. Among its
sources of financing, transactions with banks, transactions with development agencies and
transactions in the capital market can be cited. The principal financing sources for the
Companys capital investments are the BNDES System, Banco do Brasil and the Japanese
bank JBIC. In 2012, R$104.2 million of BNDES System was used.

iii. Relevant divestitures in progress and expected divestitures
The Company constantly assesses the strategic adequacy of its assets.

In march 2013, the Company concluded the sale of Limestone Mining Assets composed by
mineral rights and rural properties, installations and infrastructure, located in the city of
Matozinhos/MG, in the amount of R$30 million. The sale is aligned with Company objectives
of realization of assets not related with main activity (Core Business).

b) Provided that it has been already disclosed, indicate the acquisition of plants, equipment,
patents or other assets that are expected to have a material impact on the issuers productive
capacity
In 2012 and 2010 there was no acquisition of plants, equipment, patents or other relevant
assets that should have a material impact on the company productive capacity.
In 2011, a Minerao Usiminas acquired the totality of shares of the company Minerao Ouro
Negro, owner of mining resources of about 205 million tons of iron ore. The acquisition is in
line with the Company operating strategy, since it expands its area of mining extraction and as
a consequence its productive capacity allied to operating gains with average transportation
distance and ore/sterile relationship.
In this same year, Minerao Usiminas leased the mineral rights of MBL Materiais Bsicos. The
negotiation has also included the acquisition of inventories of 6 million tons of iron ore, and of
a plant for benefiting of ore. The mineral rights of MBL border those of Minerao Usiminas, in
the region of Serra Azul (MG), which extends the company access to its reserves. The leasing
is effective for 30 years or until the depletion of reserves, estimated at 145 million of tons. In
addition, this agreement releases reserves estimated at 253 million of tons in the mineral
rights of Minerao Usiminas, allowing the joint drawing in the two areas.
Also in 2011, a partnership with MMX established joint drawing of Mina Pau de Vinho, in Serra
Azul (MG) and use by Minerao Usiminas Porto Sudeste, in Itagua (RJ), for five years as
from April 2012, with the option of extending for five years more.

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c) New products and services
i. Description of the research in progress that has already been disclosed
Development of high resistance steel for the automotive sector and its applied engineering;
development of steel for the naval and offshore sectors and their applied engineering;
development of special steel for large pipes for gas pipes and oil pipes; development of
steel for ballistic purposes; development of the engineering for steel application for the civil
construction sector; development of coated steel with zinc alloy that has improved
resistance to atmospheric rust; development of steel for hot-rolled configuration;
development of new hot galvanized products; development of new methods and
experimental techniques to support both the development of new products and their
application to the customers.

ii. Total amount spent by the issuer in research for the development of new products and
services
In 2012, the Company spent approximately R$ 10.8 million with the above mentioned
research activity.

iii. Projects in progress that have already been disclosed
In 2012, Usiminas increased its portfolio for all the steel products. In thick plates, the
consolidation of the CLC equipment made the company manufacture/sell more than 40
thousand tons of steel not available before the beginning of operation of this equipment. For
hot strip steel ,the new operating line installed in Cubato, allowed the insertion of a new
dimensional range, both in the thickness of products, which now varies from 1.50mm to
20.00mm, and in the width, which can currently reach 2,050 mm, ranges wider than before
from 1.80mm to 16.00mm thick and maximum width of 1870mm. Usiminas is the first
steel plant supplying thick plates with Certificate of Local Content for the concessionaires
responsible for the projects of Exploration, Development and Production of Petroleum and
Natural Gas. The certificate was delivered on December 18, 2012. The percentages of Local
Content of Usiminas thick plates, reached 99.2% in Ipatinga Plant and 99.4% in Cubato
and comprise the entire production of thick plates of both units.
In addition to this new dimensional range, USILN700 steel, of high resistance class with
minimum draining limit of 700MPa, was launched to meet the demands of the automotive
sector and construction in more resistant steel to allow the use of thinner thickness and as a
consequence lighter vehicles with less consumption of fuel and emission of pollutants. For
cold laminated steel, within the group of high resistance advanced steel, Dual Phase steel ,
class of 1000MPa of minimum resistance limit (DP1000), has been developed and is being
regularly supplied.
Among the coated steel, DP1000 steel has also had its development consolidated in 2012,
both as electro galvanized (EG), and as hot dip galvanized (HDG). Still for HDG steel, two
post treatment options were made available improving the steel shape, phosphating and
treatment L, this one developed and licensed for Usiminas by Nippon & Sumitomo Metal
Corporation. Within the company innovative standard, in 2013, different conceptions of
steel are being developed, highlighting the Ballistic steel, HIC steel aiming at Route 3 of pr
Sal and the coated steel for hot shape.

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iv. Total amount spent by the issuer in the development of new products and services
With relation to the development projects mentioned in the item above, the expenditures
amount to the normal expenditures of the entire production process and have not been
measured by the company.

10.11 Factors that have significantly affected operating performance and that were
not identified or commented on in the other items of this section
None.

11. Forecasts
The Company exercises its right to not present information related to item 11 of Annex 24 of
CVM Instruction no. 480/09, due to its policy of not disclosing operating and financial
projections.

12. Shareholder meetings and management

12.1 Describe the issuers management structure as established in its by-laws and
internal rules, identifying:
a) The functions of each body and committee
The Company is administered by the Board of Directors, currently comprised of 10 active
members and their respective alternates, and by the Executive Board, currently comprised of
the Director-President and 6 Statutory Vice-Presidents that also receive advisement from the
Committees created by the Board of Directors. The duties of each body are detailed as follows:

Executive Board
It is the responsibility of the Executive Board to define the basic organization of the Company,
establish guidelines for its executives and put in practice and take the actions necessary to
achieve the Companys corporate objective. The objective of its performance is to ensure the
high quality of the products and services offered to Usiminas clients and ensure the
Companys competitiveness, promoting the socio-economic and environmental sustainability of
the regions where it operates. Its members are elected by the Board of Directors and receive 2
year mandates, with the possibility of re-election. The Statutory Board is divided into the
Presidency, Commercial Vice- Presidency, Vice-Presidency of Finance and Investor Relations,
Industrial Vice Presidency, Technology and Quality Vice Presidency, Vice Presidency of
Subsidiaries and Corporate Planning Vice Presidency.
It is the responsibility of the Executive Board, by majority vote of its members, to:

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a) approve the basic organization and the internal regulations of the Company;
b) issue rules and regulations for the well-functioning of its services, respecting the
determinations of the By-Laws and Internal Rules;
c) maintain general control over the execution of its resolutions, as well as evaluating the
results of the Companys activities;
d) authorize, while respecting the jurisdiction attributed to the Board of Directors by items(i)
to (l) and (y) of art. 13, above, all acts related to the sale, acquisitions or encumbrances of the
Companys fixed assets the assumption of loans , financing and other financial commitments,
the granting of guarantees , the execution of contracts and the realization of capital expenses,
including and especially the acquisition, sale, exchange and rental of assets and property not
used in its Mills;
e) elaborate for submission to the Board of Directors the annual and multiyear budgets,
expansion and modernization projects and investment plans;
f) approve salary schedules, staff position plans, and level of staffing;
g) elaborate the Annual Management Report, the Financial Statements and other documents
to be presented to the Board of Directors for submission to the Annual General Meeting;
h) propose to the Board of Directors the opening, transfer or closing of offices, branches,
dependencies or other establishments, within the country or abroad;
i) decide on other matters that are not included in the exclusive jurisdiction of its members, or
in that of the General Shareholders Meeting or Board of Directors

Board of Directors
It is the responsibility of the Companys Board of Directors to establish general business
guidelines and decide on strategic questions. The Company ensures the participation of its
employees on the Board of Directors through the nomination made by the Previdncia
Usiminas (new denomination of Caixa dos Empregados Usiminas) so long as the latter holds at
least 5% of the common stock issued by the Company.

The duties of the Board of Directors are: a) to elect and remove the members of the Executive
Board and establish their duties by means of the By-Laws; b) to oversee the directors
administration, examine, at any time, the Companys books and documents, and request
information regarding contracts and acts that involve or may come to involve the Company; c)
to decide when to convene the General Shareholders Meeting, in accordance with the law; d)
to give its opinion on the Management Report and the Executive Boards accounts; e) to set
the Companys general business policies, establishing basic guidelines for executive action,
including those concerning the technical aspects related to production, commercialization,
personnel administration and finance, and expansion, and ensure strict compliance with them;
f) to establish policies for the control of the Companys corporate performance; g) to approve
the annual and multiyear budgets, the expansion projects and investment programs, as well as
following their execution and performance; h) to approve the administrative structure of the
Company and establish its wage policy; i) to authorize the acquisition or sale, by the Company,

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of participation in other companies regardless of the amount involved in the operation, as well
as guide the votes of Usiminas representatives in meetings of the competent bodies of the
companies in which the Company holds participation relating to (i) sale or encumbrance of
permanent assets of the company in which the Company holds participation which book value
is higher than R$ 50,000,000.00 (fifty million of reais) either in one single transaction or in a
series of combined or related transactions, (ii) investments to be carried out by the company
in which the Company holds participation the forecast amount of which is higher than R$
50,000,000.00 (fifty million of reais) either in one single transaction or in a series of combined
or related transactions, (iii) financing or loan operations of the company in which the
Company holds participation the amount of which is higher than R$ 50,000,000.00 (fifty
million of reais) either in one single transaction or in a series of combined or related
transactions, (iv) operations of merger, incorporation, acquisition and other forms of corporate
restructuring involving the company in which the Company holds participation, regardless of
the amount involved; j) subject to the provision in item (k) of this article 13, approve the sale
or encumbrance of permanent assets, the acquisition of permanent assets, the obtaining of
loans, financing and other financial commitments, the granting of guarantees and the
execution of any contract, whenever the amount of the disposed , encumbered or acquired
assets, of loans, financing or financial commitments obtained, of the guarantees rendered or of
the contracts executed exceeds R$ 50,000,000.00 (fifty million of reais) either in one single
transaction or in a series of combined or related transactions; k) to approve the obtaining or
concession of loans or financing, granting of guarantees or the approval of any act that results
in the increase of the Company indebtedness in an amount exceeding in 2/3 (two thirds) its
shareholders equity; l) to authorize any investment or capital expense the forecast amount of
which exceeds R$ 50,000,000.00 (fifty million of reais), either in one single transaction or in a
series of combined or related transactions, as well as the variations above 10% (ten percent)
of the amount initially authorized by the Board of Directors; m) authorize the participation in
consortium of any nature or execution of comprehensive strategic alliance contracts; n) to
authorize the negotiation, by the Company, of its own shares; o) authorize the issuance of
simple debentures non convertible into shares and with no real guarantee, as well, by
delegation of the General Meeting, resolve on the opportunity of issuing debentures, on their
subscription or placement, type, time and payment conditions of interest, profit sharing and
reimbursement premium of the debentures, if any, and on the time and maturity conditions,
amortization or redemption; p) establish the terms and conditions for the issuance and
placement of commercial papers and other bonds and securities, the issuance of which does
not constitute private jurisdiction of the General Meeting, provided that (i) addressed to
primary or secondary public distribution, or (ii) are convertible or grant the right for the
acquisition or subscription of shares issued by the Company; q) to ratify the internal audit
plan; r) to approve the appointment, as proposed by the Executive Board, of the person
responsible for the Internal Audit Department who must be an employee of the Company,
legally qualified, reporting to the Chairman of the Board of Directors; s) to select and remove
the independent auditors, as well as authorize their hiring to render any other service not
directly related to the audit; t) to establish tax incentive investment policies u) to authorize the
opening, transfer or closing of offices, branches, dependencies or other Company
establishments; v) to approve the appointment of the Secretary-General of the Board, who
must be an employee of the Company, as proposed by the Executive Board; x) to decide on
the distribution of dividends from the profit as determined from the annual or interim balance
sheet and/or the interest payable on net equity, by referendum of the General Shareholders
Meeting; y) to approve any business or transaction involving, on one hand, the Company or

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companies controlled by it, and, on the other hand. Related Parties; z) to decide on the
creation, modification and/or extinction of benefit plans that can affect the actuarial calculation
of the Previdncia Usiminas; aa) to approve the preparation and changes in the Policy for
Disclosure of Relevant Information, of the Policy for Trading of Marketable Securities issued by
the Company, of Financial Policy, of the Company Conduct Code; and bb) approve the Internal
Regulation ruling the matters related to its performance not set forth in By Laws.
The functioning of the Board of Directors is regulated by a set of Internal Rules and can, for
the better execution of its functions, create committees with defined objectives, comprised of
people it designates from among board members, directors, employees, shareholder
representatives, outside consultants and others connected, directly or indirectly, to the
Company.

Committees of the Board of Directors
Currently the Companys Board of Directors has two internal committees Audit and Human
Resources whose objectives are to advise, instruct and assist the Board with its decision
making on specific topics. Each of the Committees is comprised of five members, and in their
meetings can participate managers, employees, specialists or any others who can contribute to
the better understanding of the matters being dealt with can participate in their meetings.
Each committee has a set of Internal Rules approved by the Board of Directors, which
determines the rules under which they function, their responsibilities and duties.

The functions and responsibilities of each committee:

Audit Committee: a) to verify if the Company possesses an adequate set of internal controls
with which to manage the Companys process risks, analyzing the existing controls, and
transmitting its conclusions and recommendations to the Board of Directors; b) to track the
action plans proposed by the Internal Audit Department and approved by Management,
monitoring the implementation of the actions considered relevant, evaluating their
effectiveness, and informing the Board of Directors of its conclusions and recommendations; c)
to compare the Companys accounting practices with those of other companies in the industry
and recommend the implementation of eventual adjustments and improvements to the Board
of Directors; d) in a time frame compatible with the budgeting process, evaluate the Audit Plan
and the Internal Audit Department budget for the following fiscal year, and transmit its
conclusions and recommendations to the Board of Directors; e) to participate in the selection
process of the Independent Auditor, informing its conclusions to the Board; f) to analyze and
revise the terms of the ITR Quarterly Income Information and the DFP Standardized
Financial Statements, prior to their being published, and present its conclusions and
recommendations to the Board; and g) to review the Companys procedures to analyze internal
and external questioning and denouncements regarding legal, ethical or corporate governance
norms; and to formally monitor the actions taken by the Company in response to the
questioning and denouncements that are highly relevant, presenting its conclusions and
recommendations to the Board of Directors.

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Human Resources Committee: a) to assist the Board in the analysis of the executive
compensation policies, structures and practices adopted by domestic and foreign companies
that are of size and sector comparable to the Company; b) to examine, discuss and formulate
recommendations to the Board of Directors regarding the Companys direct and indirect
management compensation policies; its payment to its executives of salaries, bonuses,
benefits and incentives; and its definition of special management recruiting and termination
packages; c) to analyze structural organizational proposals forwarded by management, when
they call for the creation or elimination of a Directors position and/or when they affect in a
relevant manner labor costs, and submit its conclusions to the Board of Directors; d) to track
the general career development of the Companys executives and the succession plans
proposed by management, and forward its observations to the Board of Directors; and e) to
monitor the performance of the Companys workplace health and safety indexes, compare
them to indexes of similar domestic and foreign companies, and transmit its conclusions and
recommendations to the Board.
Additionally, the Company maintains a series of multisectorial committees that possess specific
agendas and are responsible for studying strategic topics and providing subsidies for
management decisions, while also providing synergy between various areas. Among them we
may cite the Disclosure and Conformity Committees.
Conformity Committee: the Conformity Committees function is to analyze and decide on all
accusations received through the Canal Aberto (Open Channel) that might reveal acts of
fraud, corruption, bribery, harassment, etc. within the Usiminas companies. Its duties are: a)
analysis and deliberation on all accusations received through the Canal Aberto; b) after
deliberation by the Committee, forwarding of each accusation received to the area responsible
to verify it (in most cases the Audit Department itself); c) go back to the accuser with the
result of the inquiry when the accusation has been justified, in those cases that the accuser
can be reached (intranet or internet).

Disclosure Committee: The process of Usiminas relationship with external public is supported
by a Disclosure Committee, created in 2011, with the participation of representatives from the
Legal, Audit, Accounting, Governance and Investors Relation areas, and coordinated by the
Corporate Communication. The main attributions of the Committee are: review all the
Company and its subsidiaries information, disclosed to third parties, such as, press, CVM,
BOVESPA and other regulatory authorities, particularly the Reference Form, Annual Report,
Press Releases, Releases of Results, Material Facts and Communication to the Market.

Fiscal Council
The Fiscal Council, which functions permanently, has as its principal duties, in accordance with
legal dispositions, to oversee the activities of management, examine and give an opinion on
the fiscal year financial statements and report its conclusions to the Companys shareholders.

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b) The date the Fiscal Council was instituted, if not permanently, and that of the creation of
the committees
The Fiscal Council functions permanently, as per item 12.1(a) above.
The Audit and Human Resources Committees were created on May 9, 2007.
The other committees were created on the following dates:
Conformity, on June 29, 2009
Disclosure, on September 11, 2011

c) Mechanisms for evaluating the performance of each body or committee
Annually, the Board of Directors, based on a recommendation of the Human Resources
Committee, fosters an annual review of the overall and individual goals as a whole in order to
adapt them to market practices, to the global economic situation, to the shareholders
interests, and also with the intention of encouraging the sustainable performance of the
Company over the long term. The committees and the Board of Directors are not evaluated.

d) With respect to the members of the Executive Board, their individual duties and powers
The Director-President is solely responsible to: a) preside over Executive Board meetings,
where, besides his own vote, he will have the casting vote; b) represent the Company in acts
of individual representation, in or out of court, being allowed to designate another director to
exercise this function; c) coordinate and orient the activities of all the other directors, in their
respective areas of responsibility; d) assign, to any of the directors, special activities and
assignments; e) closely oversee the execution of the resolutions of the Board of Directors and
the Executive Board.
It is the responsibility of the other members of the Executive Board to: exercise the
attributions that the Law, the By-Laws and the Board of Directors confers on them in order to
execute those acts necessary for the routine running of the Company, orienting and
supervising the specific activities under their responsibility and executing specific tasks that
are assigned to them by the Director-president.

e) Mechanisms for evaluating the performance of the members of the board of directors, the
committees and the executive board
The performance of the members of Usiminas Executive Board is evaluated by the Companys
Board of Directors, with the support of the Human Resources Committee. At that time, the
achievement by the statutory directors of the qualitative indicators as well as the
accomplishment of overall and individual goals is evaluated. The members of the committees
and of the Board of Directors are not evaluated.

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12.2. Describe the rules, policies and practices related to shareholders meetings,
indicating:
a) Call notice terms
The Company adopts call notice terms for its shareholders meetings as stipulated in corporate
law. The Law of Corporations demands that all general shareholders meetings be called by
means of three publications in the Official Gazette of the Federal Executive or of the State in
which the companys headquarters are located, and in another newspaper with a wide
circulation. The publications are currently done in the Official Gazette of the State of Minas
Gerais, the official journal of the Minas Gerais State Government and in the Jornal Estado de
Minas newspaper, with the first call notice made at least 15 days before the shareholders
meeting, and the second call notice made eight days before. The CVM can, however, in certain
circumstances, determine that the first call notice for general shareholders meetings be made
with at least 30 days lead time from the date on which the documents related to the subject
matter to be resolved are made available to the shareholders.

b) Jurisdictions
The Company does not adopt any practices or policies that are different from those related to
the jurisdictions of the General Shareholders Meeting as stipulated in corporate law.

c) Addresses (street or electronic) where the documents related to the shareholders meeting
will be available to shareholders for analysis
Electronic: www.cvm.gov.br, www.bmfbovespa.com.br, www.usiminas.com.
Street: Corporate Headquarters, at 3011 Prof. Jos Vieira de Mendona Street, in Belo
Horizonte, Capital of the State of Minas Gerais

d) Identification and management of conflicts of interest
Besides the general rules stipulated in corporate law, the Companys By Laws sets forth in its
art. 13, item y, that the Board of Directors is responsible for approving any business or
transaction involving, on one hand, the Company or companies controlled by it, and on the
other hand, Related parties, according to definition set forth in paragraph one of this article.
Clause vii of article 3 of the Board of Directors Internal Rules foresees that within its scope of
performance the board establish the general orientation of the Companys business and decide
on strategic questions, with a view to, among other guidelines, preventing and managing
situations of conflict of interest or of differences of opinion in such a manner that the best
interests of the Company always prevail. Eventual conflicts of interest should be previously and
formally declared, with the shareholder in conflict abstaining from participating, discussing and
voting on the matter in question in conformity with Brazilian legislation. The nature and extent
of the conflicting interest will be documented in the minutes.

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e) Requests for proxies by management for the exercise of voting rights
The Company does not adopt any different practices or policies related to requests for proxies
by management for the exercise of voting rights other than those stipulated in corporate law.

f) Formalities necessary for accepting proxy instruments granted by shareholders, indicating
whether the issuer accepts proxies granted by shareholders by electronic means
The Company does not adopt any different practices or policies related to formalities for
acceptance of proxies other than those stipulated in corporate law. As foreseen in Law
6,404/76, the shareholder can be represented at the General Shareholders Meeting by proxy
granted less than a year before, be he or it a shareholder, Company manager, lawyer, financial
institution or investment fund manager representing the investors. The Company requests that
its shareholders who do grant a proxy forward the proxy instrument 48 hours in advance of
the Shareholder Meeting for verification of the legitimacy of the representation being
exercised, and does not accept proxies granted by electronic means.

g) Maintenance of forums and pages on the World Web Internet designed for receiving and
sharing comments of shareholders on the agendas of the shareholders meetings
The Company does not maintain forums on the internet for receiving and sharing comments on
the agenda of the Shareholders Meetings.

h) Live transmission of shareholder meetings via video or audio
The Company does not possess mechanisms for live transmission of Shareholders Meetings via
video or audio.

i) Mechanisms designed to allow for the inclusion in the agenda of proposals made by
shareholders
There are no specific mechanisms designed to allow for the inclusion on the agenda of
proposals made by shareholders.

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12.3. In a table inform the dates and newspapers of the publication of:
Year Publication Newspaper - UF Date
12/31/2012 Financial Statements Official Gazette of the State of Minas
Gerais - MG 03/14/2013
Estado de Minas - MG 03/14/2013

Advice to shareholders that the
financial statements are available
Official Gazette of the State of Minas
Gerais - MG
Exempt

Estado de Minas MG
Exempt

Call notice for the Annual
General Meeting in which the
financial statements will be
considered
Gerais - MG
03/28/2013
04/02/2013
04/04/2013
Estado de Minas - MG
03/28/2013
04/02/2013
04/04/2013

Minutes of the Annual General
Meeting in which the financial
statements were considered
Gerais - MG
Not yet published
Not yet published

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

Advice to shareholders that the
financial statements are
available
Gerais - MG
Exempt

Estado de Minas - MG Exempt
Valor Econmico - SP Exempt

considered
Gerais - MG
04/10/2012
04/11/2012
04/12/2012
04/11/2012
04/12/2012
04/11/2012
04/12/2012

Minutes of the Annual
General Meeting in which
the financial statements
were considered
Gerais - MG
Not yet
published
Estado de Minas - MG Not yet
published
Valor Econmico - SP Not yet
published

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Gerais - MG 03/31/2011

Advice to shareholders that
the financial statements are
available
Gerais - MG
03/12/2011
03/15/2011
03/16/2011
03/14/2011
03/15/2011
03/16/2011
Valor Econmico - SP
03/14/2011
03/15/2011
03/16/2011

considered
Gerais - MG
03/31/2011
03/31/2011
04/01/2011
03/30/2011
03/31/2011
04/01/2011
Valor Econmico - SP
03/30/2011
03/31/2011
04/01/2011

Minutes of the Annual
financial statements were
considered
Gerais - MG 05/27/2011

05/27/2011
Valor Econmico - SP

05/27/2011

12.4. Describe the rules, policies, and practices related to the board of directors,
indicating:
a) Frequency of meetings
The Companys Board of Directors ordinarily meets four times a year following a previously
established calendar and, extraordinarily, whenever corporate interests demand.

b) If applicable, the provisions in the shareholders agreement that place restrictions or
conditions on the exercise of voting rights of members of the board of directors
The votes of the members of the board of directors nominated by the controlling block of
shareholders are conditioned by the procedure described in item 15.5 of this reference form.

c) Rules for identifying and managing conflicts of interest
The Board of Directors Internal Rules determine, among other obligations, that an eventual
private or conflicting interest with that of the Company be declared previously and formally. In

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this case, the Director must abstain from participating in, discussing or voting in the respective
meeting, with the nature and extent of the conflicting interest to be documented in the
minutes.

12.5. If applicable, describe the commitment clause contained in the By-Laws for
settling conflicts between shareholders and between shareholders and the issuer by
means of arbitration
Not applicable. There is no commitment clause contained in the By-Laws for settling conflicts
between shareholders and between shareholders and the Company by means of arbitration.

12.6. With respect to each member of the issuers Board of Directors and Fiscal
Council members, indicate in a table:
1) Board of Directors Active Members
a. name Alcides Jos Morgante
b. age 71 years
c. profession Business Administrator
d. Individual Tax Payer Registration (CPF) or
passport nbr.
120.074.988-04
e. elected position Active Member of the Board of Directors
f. date of election April 16, 2013
g. date took office April 16, 2013
h. term of mandate Until the Annual General Meeting of 2014
i. other positions or functions exercised in the
issuer
None
j. indicate if elected by the controlling
shareholder or not
Yes

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a. name Alosio Macrio Ferreira
b. age 52 years
c. profession Banker and Economist
passport nbr.
540.678.557-53
issuer
Member of the Human Resources Committee and the Audit
Committee.
shareholder or not
No

a. name Daniel Agustn Novegil
b. age 60 years
c. profession Industrial Engineer
passport nbr.
10330160N
issuer
None
shareholder or not
Yes

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a. name Fumihiko Wada
b. age 65 years
c. profession Businessman
passport nbr.
TK4179689
issuer
None
shareholder or not
Yes

a. name Jos Oscar Costa de Andrade
b. age 66 years
c. profession Metallurgical Engineer
passport nbr.
097.284.656-53
issuer
None
shareholder or not
Yes

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a. name Lrio Albino Parisotto (licensed)
b. age 59 years
c. profession Physician
passport nbr.
057.653.581-87
issuer
None
shareholder or not
No

a. name Eiji Hashimoto
b. age 57 years
passport nbr.
MT0515990
issuer
None
shareholder or not
Yes

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a. name Paulo Penido Pinto Marques
b. age 55 years
c. profession Engineer
passport nbr.
269.139.176-00
e. elected position Chairman of the Board of Directors
issuer
Chairman of the Board of Directors and Member of the
Audit and Human Resources Committee
shareholder or not
Yes

a. name Rita Rebelo Horta de Assis Fonseca
b. age 43 years
c. profession Economist
passport nbr.
790.197.496-68
issuer
Member of the Audit and Human Resources Committee
shareholder or not
Yes

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a. name Roberto Caiuby Vidigal
b. age 68 years
passport nbr.
007.763.518-34
issuer
None
shareholder or not
Yes

2) Board of Directors Alternate Members

a. name Amaro Lanari Neto
b. age 62 years
passport nbr.
143.828.816-68
e. elected position Alternate Member of the Board of Directors
issuer
None
shareholder or not
Yes

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a. name Chrysantho de Miranda S Junior
b. age 59 years
c. profession Electrical engineer (electronic option)
passport nbr.
272.337.906-04
issuer
None
shareholder or not
Yes

a. name Hiroyuki Uchida
b. age 54 years
d. Individual Tax Payer Registration (CPF) or passport nbr. TH2452360
i. other positions or functions exercised in the issuer None
j. indicate if elected by the controlling shareholder or not Yes

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a. name Honorio Pedro Garca Diez
b. age 61 years
passport nbr.
10106673N
issuer
None
shareholder or not
Yes

a. name Hudson de Azevedo
b. age 60 years
passport nbr.
139.120.030-68
issuer
None
shareholder or not
No

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a. name Marcelo Gasparino da Silva (in exercise)
b. age 42 years
c. profession Lawyer
passport nbr.
807.383.469-34
issuer
None
shareholder or not
No

a. name Mario Giuseppe Antonio Galli
b. age 61 years
c. profession Graduated in Philosophy
passport nbr.
YA0314245
issuer
None
shareholder or not
Yes

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a. name Oscar Montero Martinez
b. age 52 years
c. profession Industrial Engineer
passport nbr.
14.126.591
issuer
None
shareholder or not
Yes

a. name Takashi Hirose
b. age 50 years
passport nbr.
234.900.068-01
issuer
Coordinator of the Audit Committee and member of the
Human Resources Committee
shareholder or not
Yes

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a. name Yoichi Furuta
b. age 54 years
passport nbr.
TH6520391
issuer
None
shareholder or not
Yes

3) Fiscal Council Effective Members

a. name Lcio de Lima Pires
b. age 42 years
c. profession Accountant
passport nbr.
812.099.596-15
e. elected position Active Member of the Fiscal Council
issuer
None
shareholder or not
Yes

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a. name Jnio Carlos Macedo
b. age 52 years
passport nbr.
038.515.528-06
issuer
None
shareholder or not
No

a. name Masato Ninomiya
b. age 64 years
passport nbr.
806.096.277-91
issuer
None
shareholder or not
Yes

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a. name Paulo Frank Coelho da Rocha
b. age 42 years
passport nbr.
151.450.238-04
issuer
None
shareholder or not
Yes

a. name Telma Suzana Mezia
b. age 61 years
passport nbr.
065.192.105-87
issuer
None
shareholder or not
No

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4) Fiscal Council Alternate Members

a. name Carlos Augusto de Assis
b. age 51 years
passport nbr.
073.478.928-99
e. elected position Alternate Member of the Fiscal Council
issuer
None
shareholder or not
Yes

a. name Guilherme Silva Roman
b. age 33 years
passport nbr.
005.856.599-07
issuer
None
j. indicate if elected by the controlling shareholder
or not
No

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a. name Mrio Roberto Villanova Nogueira
b. age 50 years
passport nbr.
112.981.928-03
issuer
None
or not
Yes

a. name Roberto Luiz Berzoini
b. age 58 years
passport nbr.
000.478.088-45
issuer
None
or not
No

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a. name Ely Tadeu Parente da Silva
b. age 47 years
passport nbr.
587.729.016-91
issuer
None
or not
Yes

5) Executive Board
a. name Julin Alberto Eguren
b. age 49 years
passport nbr.
018.874.706-03
e. elected position Director-President
f. date of election May 07, 2012
g. date took office May 07, 2012
issuer
None
or not
Yes, according to mechanism described in item 15.5.1.
e

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a. name Sergio Leite de Andrade
b. age 57 years
passport nbr.
233.336.777-68
e. elected position Commercial Director Vice-President
issuer
None
or not
No

a. name Ronald Seckelmann
b. age 56 years
passport nbr.
894.486.428-49
e. elected position Director Vice-President of Finance and Investor Relations
issuer
None
or not
No

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a. name Marcelo Rodolfo Chara
b. age 52 years
c. profession Metallurgical engineer
passport nbr.
018.874.736-29
e. elected position Industrial Director Vice-President
issuer
None
or not
No

a. name Rmel Erwin de Souza
b. age 60 years
c. profession Metallurgical engineer
passport nbr.
222.313.666-49
e. elected position Technology and Quality Director Vice-President
issuer
None
or not
No

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a. name Paolo Felice Bassetti
b. age 48 years
passport nbr.
233.628.318-26
e. elected position Director Vice-President of Subsidiaries
issuer
None
or not
No

a. name Nobuhiro Yamamoto
b. age 50 years
passport nbr.
019.412.826-10
e. elected position Corporate Planning Director Vice-President
f. date of election July 18, 2012
g. date took office July 18, 2012
issuer
None
or not
No

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12.7. Supply the information mentioned in item 12.6 with respect to the members of
the statutory committees, as well as of the audit, risk, finance and compensation
committees, even if these committees or structures are not statutory.
Below is the information related to the Finance and Tax, Human Resources and Audit
committees.

Human Resources Committee:
a. name Miguel Angel Manuel Ponte
b. age 65 years
c. profession Licensed in Labor Science
passport nbr.
7.957.512
e. elected position Coordinator of the Committee
g. date took office July 18, 2012. The members are appointed through
approval by majority votes of the Board of Directors
members, with no formality for taking office.
issuer
None
shareholder or not
Yes

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b. age 55 years
passport nbr.
269.139.176-00
e. elected position Effective member
issuer
Chairman of the Board of Directors and Member of the
Audit Committee
shareholder or not
Yes

b. age 50 years
passport nbr.
234.900.068-01
issuer
Coordinator of the Audit Committee.
or not
Yes

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b. age 43 years
passport nbr.
790.197.496-68
issuer
Effective Member of the Board of Directors and of the
Audit Committee.
or not
Yes

a. name Alosio Macario Ferreira
b. age 52 years
passport nbr.
540.678.557-53
issuer
Audit Committee.
or not
No

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Audit Committee:
b. age 50 years
c. profession Graduated in Letras
passport nbr.
234.900.068-01
e. elected position Coordinator
issuer
Alternate Member of the Board of Directors and Effective
member of the Human Resources Committee.
shareholder or not
Yes

b. age 55 years
passport nbr.
269.139.176-00
issuer
Chairman of the Board of Directors and Effective Member
of the Audit and Human Resources Committee.
shareholder or not
Yes

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a. name Claudio Gabriel Gugliuzza
b. age 47 years
passport nbr.
18.140.856
issuer
None
shareholder or not
Yes

b. age 43 years
passport nbr.
790.197.496-68
issuer
or not
Yes

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a. name Alosio Macario Ferreira
b. age 52 years
passport nbr.
540.678.557-53
issuer
or not
Yes

12.8. With respect to each management member and member of the Fiscal Council:
a) Curriculum Vitae
Board of Directors Active Members
Alcides Jos Morgante. Graduated in Business Administration. Manager of Area and Assistant
Director of Systems of Confab Industrial S.A; Manager of the company Cobrasma S.A;
Administrative, Finance and Commercial Director of Engrecon S.A; Development Director in the
Labor Secretariat of the Municipality of Osasco, having provided courses in FEAO Faculdade
de Economia e Administrao de Osasco, as well as in the union of Osasco Metallurgical. He is
currently member of the Company Board of Directors.

Alosio Macrio Ferreira de Souza. Banker and Economist, with MBA in Advanced Model of
Company Evaluation, MBA, MBA in Commercial and Investment Banks Management, MBA In
Supplementary Pension Plans, Graduation in Accountancy. He was senior analyst, executive
manager and team manager in Banco do Brasil / PREVI shareholder of the Company;
Management Councilor in Banco do Brasil / PREVI; Management Councilor in CPFL Piratininga;
Management Councilor in INEPAR Indstria e Construes; Management Councilor in Brasil
Telecom Participaes S/A; Management Councilor in CPFL Gerao; Management Councilor in
TELPART S/A; Management Councilor in NEWTEL S/A; Fiscal Councilor of AMBEV Cia de

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Bebidas das Amricas; advisor of Banco do Brasil. Presently is effective member of the
Company Board of Directors.

Daniel Agustn Novegil. Graduated in Industrial Engineering at Universidad de Buenos Aires,
has MD in Administration Science at Stanford University. In 1978 worked in Propulsora
Siderrgica S.A. (Techint Group company) and was appointed General Director of the Company
in 1991. In 1993, after the merger of Propulsora with the privatized Somisa, was appointed
Director of Siderar. In 1998, after the acquisition of Sidor in Venezuela, he was appointed
Chairman of the Board of Directors and Director President of Sidor. In March 2003 was
designated Executive Vice President of the Division of Flat and Long Steel of Techint, with
corporate responsibility before Sidor and Siderar. He is a member of the Board of Directors and
Director President of Ternium S.A. since 2005. He was appointed Chairman of the Board of
Directors of Siderar in May 2005 and is also Chairman of the Board of Directors of Ternium
Mexico, S.A. of C.V., company arising from the merger of Hylsamex S.A. of C.V. and IMSA
Group S.A. of C.V., whose total control was respectively acquired by Ternium in 2005 and
2007. He is a member of the Board of Directors of Ternium Brasil S.A. Belongs to the
Executive Committee of Latin American Association of Steel (ALACERO) and President of the
Committee for Economic Studies of the Council of World Association of Steel. Presently he is a
member of the Company Board of Directors.

Eiji Hashimoto. Graduated at Trading College of Hitotsubashi University, Tokyo, Japan.
Performed at Nippon Steel & Sumitomo Metal Corporation as Manager and Manager of the Flat
Products Group, General Manager of Global Marketing, Director of the Department of Plates
and Structures. Presently occupies the position of Executive Director of Nippon Steel &
Sumitomo Metal Corporation.

Jos Oscar Costa de Andrade. Metallurgical Engineer with Specialization in Raw Materials and
Blast Furnace operations. Metallurgical Engineering Course. Was Investment Analysis
Engineer; Head of the Metallurgy and Inspection Department; Head of the Technical Unit;
Metallurgical Engineer of the Pig Iron Metallurgical Unit. Currently is an alternate member of
the Companys Board of Directors.

Fumihiko Wada. Graduated in Business Administration from the University of Keio in Japan. At
the Japan Bank for International Cooperation was General Director of the Loan Department V,
Treasurer and Controller, General Director of Human Resources, Resident Executive Director
for the Americas; at Marubeni Corporation was Senior Vice President, Senior Corporate
Executive of the Regional Strategy and Coordination Department, President of the
Environmental Business Promotion Committee, Corporate Consultant; Nippon Steel &
Sumitomo Metal Corporation and Nippon Usiminas Co. Ltd. Corporate Consultant; President
and CEO of Nippon Usiminas Co. Ltda. Currently is a member of the Companys Board of
Directors.

Lrio Albino Parisotto. Graduated in Medicine at Universidade de Caxias do Sul/RS. Founder of
the company Videolar S.A. in1988. Elected Investor of the year in 2011 by Magazine RI

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Investors' Relations, for the performance of a shares portfolio of R$2.6 billion. Presently
occupies the positions of Chairman of the Board of Videolar S.A., Vice-President of Fundao
Amaznia Sustentvel and member of the Board of Directors of Eternit/SAMA. Currently is a
licensed member of the Companys Board of Directors.

Paulo Penido Pinto Marques. Graduated in Electric Engineering at Universidade Federal de
Minas Gerais UFMG. Performed as Finance, Investors Relation and Information Technology
Vice President of Usiminas; Finance, Investors Relations and Administrative Director 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.; and member of the Board of Directors of Usiparts Sistemas Automotivos
S.A; Finance and Investors Relations Director of Embraer. Presently he is the Chairman of the
Company Board of Directors.

Rita Rebelo Horta de Assis Fonseca. Has an Executive MBA in Finance from IBMEC Business
School, and degrees in Specialization in Financial Administration from the Fundao Dom
Cabral and Economic Sciences from PUC/MG. Has experience as superintendent of planning
and investment analysis, analyst of economic financial planning, and cost and budget analyst.
Currently is a member of the Companys Board of Directors.

Roberto Caiuby Vidigal. Graduated in Business Administration at Faculdade de Economia So
Luis SP. Participated of the Advanced Management Program of Insead Institut Europeen
DAdministration, Fontanebleau, France. Performed as President of Confab Group, President of
Techint Engenharia e Construo, President of Captulo Brasileiro of CEAL Entrepreneurial
Council of the Latin America, President of ALABIC Association Latinoamerinaca de Industrias
e Bienes de Capital, President of ABDIB Brazilian Association for the Development of Basis
Industries, Chairman of the Board of IPEN Conselho Superior do Instituto de Pesquisas
Energticas e Nucleares, Vice President of CIESP Centro das Indstrias do Estado de So
Paulo, Member of the Advisory Council of Banco Finasa de Investimentos S.A., Member of the
Board of Directors of Refripar S.A., President of CGU Companhia de Seguros, Member of the
Board of Directors of Algar S.A. and President of Instituto Liberal de So Paulo. Presently, the
performs the following duties: 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, President of the Advisory Council of S.A. O Estado de So Paulo, President of the
Advisory Council of OESP Grfica S.A., Member of the Directory of SIAT S.A. (Argentina),
President of the Advisory Council of Scania Latin America Ltda., Member of the Strategic
Council of FIESP Federao das Indstrias do Estado de So Paulo, Chairman of the Board
of Directors and Director President of Ternium Brasil S.A., and Director President of SNF
Siderrgica do Norte Fluminense S.A. He is also member of the Company Board of Directors.

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Board of Directors Alternate Members
Amaro Lanari Neto. Graduated in Business Administration at FUMEC. MBA in Finance at New
York University. Performed as Marketing Manager and General Superintendent of Sales at
Aominas; Assistant to the President for Commercial Issues at Siderbrs; Partner Manager at
Bonex Trading e Representaes; and direct Advisor for the Export Board at Usiminas.
Presently is the Exports Manager at Usiminas.

Chrysantho de Miranda S Junior. Graduated in Electric Engineering at Instituto Nacional de
Telecomunicaes Santa Rita do Sapuca Inatel (electronic option); MBA in Corporate
Management at Fundao Getlio Vargas FGV; participated of the Program for Officers
Development at Fundao Dom Cabral FDC. At Usiminas, performed as Manager of the
Division of Automation Equipment; Manager of the Energy Division; Superintendent of the
Department of Energy and Transports. Also performed as Executive Director of Fundao So
Francisco Xavier (FSFX). Presently is the Director of Benefits of Previdncia Usiminas.

Hiroyuki Uchida. Graduated in Engineering at Tokyo University. Performed at Nippon Steel &
Sumitomo Metal Corporation as General Manager of the Technical Department of Laminated
Products; General Manager of the Production Division and Technical Control of Kimitsu Plant;
General Manager of the Production Division and Technical Control of Oita Plant. From
April/2012, will assume the position of General Manager of Usiminas Project Group, at Nippon
Steel & Sumitomo Metal Corporation.

Honorio Pedro Garca Diez. Graduated in Business Administration at Universidade Catlica
Argentina. Has experience as Administration and Finance Director at Techint Compaa Tcnica
Internacional S.A.C.I.; Finance Vice President at Techint Internacional Construction Corp.
(TENCO). Performed at Sade Saldemi Group (company of GE Group) as Finance Vice
President of Sade Brasil; Administrative and Finance Director at Sade Venezuela and
Administrative and Finance Director at Sade in the operations in Colombia. Presently is
member of the Company Board of Directors (alternate).

Hudson de Azevedo. Graduated in Law at Universidade de Passo Fundo/RS. Post-graduation in
Law and Tax Processes at Universidade de Fortaleza UNIFOR and in Human Resources at
Fundao Instituto de Administrao FIA (USP). Master in Business Administration and
Controllership by Universidade Federal do Cear UFC. Occupied the position of Manager of
the Regional Unit of Collection at Banco do Brasil S.A.; Alternate member of COSERN Fiscal
Council. Presently is member of the Company Board of Directors (alternate).

Mario Giuseppe Antonio Galli. Graduated in Philosophy at University of Milan, is licensed
journalist and has already worked in Communication and New Medias for more than 23 years.
Performed as Director of Corporate Communication at Techint Group and managed the re-
branding programs of the companies Tenaris and Ternium. His areas of responsibility include:
employees and marketing communication, media relationship and management of

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communication crises. He was president of the Communication Committee of Associao
Mundial do Ao 2009-2011. Presently works as Corporate Director of Communications at
Tenaris, Director of Tenaris Confab Hastes de Bombeio and is a member of Ternium Brasil
S.A.Board of Directors. Presently is member of the Company Board of Directors (alternate).

Marcelo Gasparino da Silva. Graduated in Law at UFSC Universidade Federal de Santa
Catarina. Specialist at Corporate Tax Management at ESAG and MBA in Audit, Controllership
and Finance at FGV (in course).Founder Partner of the office Gasparino, Fabro, Lebarbenchon,
Roman, Sachet & Marchiori, specialized in tax and corporate law. Performed as Director at
CELESC. Member and Management Counselor Certified by Instituto Brasileiro de Governana
Corporativa IBGC. He is institutional advisor of Instituto Innovare, and member of the Board
of Directors of Centrais Eltricas de Santa Catarina S.A. CELESC and of AES ELETROPAULO
Metropolitana Eletricidade de so Paulo S.A. Presently is member of the Company Board of
Directors (in exercise), replacing the Licensed Counselor Lrio Parisotto.

Oscar Montero Martinez. Graduated in Industrial Engineering. Presently occupies the position
of member of the Board of Directors of the following companies: Ternium Mxico S.A. of C.V.,
Tenigal S. of R.L. of C.V., Ternium USA Inc., Acerus S.A. of C.V., APM, S.A. of C.V., Ternium
Gas Mxico S.A. of C.V., Ferropak Servicios S.A. of C.V., Ferropak Servicios S.A. of C.V., IMSA
Monclova S.A. of C.V., Las Encinas S.A. of C.V., Acedor S.A. of C.V., Ferropak Comercial S.A.
of C.V., Treasury Services S.A. of C.V. and Consorcio Minero Benito Juarez Pea Colorada, S.A.
of C.V. (alternate). He is also the General Director of Planning and Operations at Ternium.
Presently is member of the Company Board of Directors (alternate).

Takashi Hirose. Graduated in Letras at Tokyo University. Performed as Manager of the Division
of Sales Management and General Manager of the Division of General Management of Kimitsu
Plant, both at Nippon Steel & Sumitomo Metal Corporation. Presently is the Representative
Director at Nippon Steel Empreendimentos Siderrgicos Ltda. Presently is member of the
Company Board of Directors (alternate).

Yoichi Furuta. Bachelor of Law degree from Tokyo University, Master of Business
Administration, Harvard Business School. Was Manager, Flat Automotive Products of the
Nippon Steel & Sumitomo Metal Corporation; Group Manager, Department of Production of
Sheets and Coils, Kimitsu Plant of the Nippon Steel & Sumitomo Metal Corporation; Group
Manager, Sheets and Long products Department, Global Marketing Division of the Nippon Steel
& Sumitomo Metal Corporation; Group Manager of Planning and Coordination, Global Marketing
Division of the Nippon Steel & Sumitomo Metal Corporation; General Manager, Chicago office,
Nippon Steel U.S.A. Inc.; General Manager, Electric Steel Sheets Division of the Nippon Steel
& Sumitomo Metal Corporation; General Manager, Foreign Business Development Division of
the Nippon Steel & Sumitomo Metal Corporation. Currently is an alternate member of the
Companys Board of Directors.

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Fiscal Council Active Members
Lcio de Lima Pires. Graduated in Accountancy from UNA Unio de Negcios e
Administrao, in Belo Horizonte/MG, post graduated in Financial Administration and
Methodology from UNA Unio de Negcios e Administrao, in Belo Horizonte/MG and in
Production Engineering with Emphasis on Supplementary Pension Plan from Instituto Ideas -
UFRJ. Currently is the Accounting Executive Manager of Previdncia Usiminas; Active member
of Usinas Siderrgica de Minas Gerais S/A USIMINAS Fiscal Council.

Jnio Carlos Macedo. Graduated in Law at Instituio Toledo de Ensino. Has MBA in General
Graduation for Top Executives, at Univesidade de So Paulo USP, and MBA in Marketing at
Pontifcia Universidade Catlica do Rio de Janeiro. Performed as Branch Manager, Division
Manager, Executive Manager, General Manager, Statutory Director, Commercial and Regional
Superintendent of Banco do Brasil, as well as Commercial Director of Aliana do Brasil.
Presently is the General Manager of Banco do Brasil, and active member of the Company Fiscal
Council.

Masato Ninomiya. Doctorate and Masters of Law degrees from the University of Tokyo Law
School in Japan, Bachelor of Law degree from the Faculdade de Direito of the Universidade de
So Paulo, Bachelor of Arts degree from the Faculade de Filosofia, Letras e Cincia Humanas
of the Universidade de So Paulo. Doctorate Professor of the international law department of
the Faculdade de Direito de So Paulo and a certified public translator of Japanese and English.
Currently is a member of the Companys Fiscal Council.

Paulo Frank Coelho da Rocha. Graduated in Law at Faculdade de Direito da Universidade de
So Paulo. Master (LL.M.) in Corporation at New York University School of Law. Performed as
Foreign Associate in the Office Cravath, Swaine & Moore, in New York. Presently is member of
International Bar Association, of the Advisory Board of "Working Group on Legal Opinions" of
the American Bar Association; and Commerce Chamber Brazil-United States. He is co-author of
the book "Business Laws of Brazil". Occupies the position of partner at the office Demarest e
Almeida since 2003. Presently is a member of the Company Fiscal Council.

Telma Suzana Mezia. Graduated in Economics Science. Post-graduation in Controllership and
Economic Engineering. Has MBA in Companys Finance and Law and in Finance and Capital
Market at FGV. Started her career at Banco do Brasil S/A, performing in different positions.
Acquired experience in Private Pension Plan and Security, Actuarial Science and Risk
Management, performing in the technical chart at the Planning Board of Caixa de Previdncia
dos Funcionrios do Banco do Brasil PREVI. She is Fiscal and Administration Advisor certified
by IBGC Instituto Brasileiro de Governana Corporativa. Presently is a member of the Fiscal
Council of Centrais Eltricas de Santa Catarina, representing the minority shareholders.
Presently is a member of the Company Fiscal Council.

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Fiscal Council Alternate Members
Carlos Augusto de Assis. Doctor, Master in Civil Procedural Law and Graduated at Faculdade de
Direito da Universidade de So Paulo. Author of books and articles for specialized legal
magazines, performed as Associate Professor of Civil Law at Faculdade de Direito das
Faculdades Metropolitanas Unidas. Presently is a lawyer at the Office Advocacia Masato
Ninomiya and Associate Professor of Faculdade de Direito da Universidade de So Paulo. Does
not occupy management positions in publicly held companies. Presently is alternate member of
the Company Fiscal Council.

Guilherme Silva Roman. Graduated in Law and Administration with qualification in Foreign
Trade, both at Universidade do Vale do Itaja. Has MBA in Corporate Law (in progress) and in
Business Law both at FGV, and Master in Tax Planning IBTP. Partner of Gasparino, Fabro,
Lebarbenchon, Roman, Sachet & Marchiori Sociedade de Advogados. He does not occupy
management positions in other Companies. Presently is alternate member of the Company
Fiscal Council.

Mrio Roberto Villanova Nogueira. Graduated in Law at Faculdade de Direito da Universidade
de So Paulo. Post-Graduation in Business Administration at Fundao Getlio Vargas.
Professor at Faculdade de Economia, Administrao e Contabilidade da Universidade de So
Paulo and Director of Instituto Brasileiro de Estudos das Relaes de Concorrncia, de
Consumo e de Comrcio Internacional (IBRAC). He has also been partner of the office
Demarest e Almeida since 1993. Presently is a member of the Company Fiscal Council
(alternate).

Roberto Luiz Berzoini. Graduated in Civil Engineering at Instituto Mau de Tecnologia.
Occupied manager positions of Engineering, Executive Manager, Division Manager and Director
of Banco do Brasil DILOG. He has also occupied the position of Fiscal Councilor of companies
like Previ, Cassi, Conselho Consultivo da Previ or Fundos de Penso BB. Presently is Fiscal
Councilor of CADAM and alternate member of the Company Fiscal Council.
Ely Tadeu Parente da Silva. Graduated in Accountancy at Pontifcia Universidade Catlica de
Minas Gerais PUC/MG. Post-graduation in Production Engineering with Emphasis on
Supplementary Pension Plans at Instituto Ideas UFRJ. He is the Conformity Manager at
Previdncia Usiminas, entity which is part of the controlling group of the Company. He does
not occupy management position in publicly held companies. Presently is alternate member of
the Company Fiscal Council.

Executive Board
Julin Alberto Eguren. Graduated in Business Administration at Universidade Nacional de La
Plata, Master in Companies Management at Massachusetts Institute of Technology MIT.
Started working for Techint Group in 1987, having occupied different executive positions,
among which of Treasurer and Finance Economic Planning Chief of Tubos de Acero de Mxico,
S.A. (TAMSA), and several positions at the Planning Board of SIDERCA. He has also performed

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the following positions: Executive President at Sociedad Comercializadora Internacional
SOCOMINTER, Executive President at Tubos de Acero de Venezuela TAVSA, Commercial
Director and Executive President at Siderrgica del Orinoco SIDOR, Executive President at
Ternium Mxico, S.A. of C.V. and International Area. He is a member of the Board of Directors
of Ferrasa S.A.S., President of the Directive Group of Tenigal, S. de R.L. of C.V., Vice-chairman
of the Board of Directors at Ternium Mxico, S.A. of C.V. and member of the Board of Directors
of certain subsidiaries of the latter one. Presently performs the following institutional activities:
Vice President of the Chamber of La Industria de La Transformacin CAINTRA, member of
the Board of Confederacin de Cmaras Industriales CONCAMIN, Director of Associacin
Latinoamericana del Acero ALACERO. Presently occupies the position of Director-President of
the Company.

Sergio Leite de Andrade. Graduated in Metallurgical Engineering from the Universidade Federal
do Rio de Janeiro/UFRJ and has a Masters degree in Metallurgical Engineering from the
Universidade Federal de Minas Gerais/UFMG. In the Company was a research Engineer,
Integrated Control of Heavy Plates Engineer, Head of the Mills Metallurgy and Controlled Sheet
Rolling Unit, Head of the Standardization and Coordination Unit, responsible for the Integrated
Control of Heavy Plate Products, Hot Rolled Products and Cold Rolled Products, Manager
(Superintendent) of the Research and Development Center, Technical Industrial Manager
(Superintendent); President of the Quality Commission; and Superintendent of Marketing.
Occupied the position of Business Director Vice President of the Company, Director Vice-
President of Steel Plant and presently occupies the position of Commercial Director Vice-
President.

Ronald Seckelmann. Graduated in Business Administration from the Fundao Getlio Vargas,
having participated in the Competitive Strategy International Seminar at the Harvard Business
School. Was Financial Analyst at Cargill Agrcola S.A.; Manager of the Divisional Controllers
Office of Alcoa Alumnio S.A.; Director of Planning and Control at Cia. Vidracaria Santa Marina
S.A. (Grupo Saint-Gobain); Director of Administration and Finance of Igaras Papis e
Embalagens S.A.; Director of Finance and Investor Relations of Klabin S.A.; and Director Vice
President of Finance and Control of Bertin S.A. Occupied the position of Director Vice President
of Finance and Investor Relations and Information Technology of the Company. Presently is
the Director Vice President of Finance and Investors Relations.

Marcelo Rodolfo Chara. Metallurgical Engineer with distinction at Universidade Catlica de
Crdoba, Argentina. Master in Science of the Metallurgical Production Process with distinction
at University of Birmingham, England. At Ternium Siderar was Junior Engineer at the Quality
Department; Leader of Industrial Automation Programs; Technology Manager; General
Manager of Lamination and Coating Operations and Quality Department; Manager of Cold
Lamination Operations; General Manager of Lamination Operations; General Manager of
Maintenance and Services; and Industrial Director. Performed as General Manager of
Lamination Operations at and is presently the Industrial Director Vice-President of the
Company.

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Rmel Erwin de Souza. Graduated Metallurgical Engineer from the Engineering School at the
Universidade Federal de Minas Gerais. Was Professor of Physics of the 1
st
and 2
nd
Grades;
Coordinator of the Exact Sciences Area of Supplementary and Pre-College Preparatory
Courses; at Usiminas was Engineer of the Sulphuric Acid Scouring Area; Engineer of the
Annealing of Laminated Cold Strips Area; Manager of the Hardening Sector; Industrial
Production Manager; General Manager of the Mill; Director of the Ipatinga Complex and
Director of Accounts; Director of the USIROLL; Member of the UNIGAL Managing Commission;
Alternate Director of the Siderar Council, with the last three positions being in entities that are
part of the Companys economic group. President of the Fundao So Francisco Xavier
FSFX.; President of Presidncia Usiminas; Member of the Brazilian Association of Metals;
Coordinator and Instructor of the course of flat steel lamination of ABM. He was effective
member of the Company Board of Directors and presently is Technology and Quality Director
Vice-President.

Paolo Felice Bassetti. Political Science at University of Bologna, Italy. Master in Political
Economics of the Latin American Countries at London Business School of Economics and
Political Sciences; MBA at MIT Sloan Fellows Program, USA. Was Assistant to the Finance
Board of Techint Group; Assistant to the Commercial Board of Transportadore de Gas Del
Norte S.A. and Ferroexpresso Pampeano S.A.; Commercial Director at Ferroexpresso
Pampeano S.A.; General Manager at Scrapservice S.A.; Purchases Manager at Siderca
S.A.I.C.; Executive Vice President at Scrapservice S.A.; Supply Director at Dalmine-Siderca-
Tamsa; Director President at Exiros S.A.; Industrial Sales Director at Tenaris Dalmine S.p.a.;
Manager for the European East Region of Tenaris-Silcotub; Senior Assistant at Tenaris-
Silcotub; Director at Ternium Brasil S.A and presently Director Vice-President of Subsidiaries of
the Company.

Nobuhiro Yamamoto. Graduated in Economy at Keio University. He was Manager of the
Acquisitions Department, Nagoya Plant of Nippon Steel & Sumitomo Metal Corporation;
Division Manager of Raw Materials I of Nippon Steel & Sumitomo Metal Corporation; Senior
Manager of New York Office, Nippon Steel Corporation U.S.A.; Senior Manager of the Business
Development Division Overseas and General Manager of the Group of Usiminas Projects of
Nippon Steel & Sumitomo Metal Corporation. Has also performed as alternate member of
Usiminas Board of Directors. Presently is the Corporate Planning Director 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

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Auditor ay Siderca- Argentina; Junior Auditor at Pistrelli, Diaz e Associados. Actually, member
of the Audit Committe of the Company.

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 occurred during the last 5 years:
i. Any criminal convictions
There have not been any criminal convictions for any of the administrators and members of
the Fiscal Council.

ii. Any conviction in an administrative proceeding of the CVM and the punishment applied
There have not been any convictions in administrative proceedings of the CVM for any of the
administrators and members of the Fiscal Council.

iii. Any conviction rule final and unappealable at the legal or administrative levels that have
suspended or disqualified the person from the performance of any professional or
commercial activity
There are no final and unappealable convictions at the legal or administrative levels for any
of the administrators and members of the Fiscal Council.

12.9. Inform the existence of any marital relationship, stable union or kinship up to
relatives once removed between:
a) )The issuers administrators and members of the fiscal council
Not applicable. There is no marital relationship, stable union or kinship up to relatives once
removed between any of the Companys administrators and members of the Fiscal Council.

b) The issuers administrators and members of the fiscal council and (ii) administrators of the
issuers directly or indirectly controlled entities
removed between any of the issuers administrators and members of the Fiscal Council and (ii)
administrators of the Companys directly or indirectly controlled entities.

c) The issuers administrators and members of the fiscal council or of its directly or indirectly
controlled entities and (ii) the direct or indirect controllers of the issuer
removed between any of the issuers administrators and members of the Fiscal Council or of its
directly or indirectly controlled entities and (ii) the direct or indirect controllers of the
Company.

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d) The issuers administrators and members of the fiscal council and (ii) administrators of the
companies that directly or indirectly control the issuer
removed between any of the issuers administrators and members of the Fiscal Council and (ii)
administrators of the companies that directly or indirectly control the Company.

12.10 Provide information on the subordination, services rendered or control
relationships maintained for the last 3 fiscal years between the issuers
administrators and:
a) the issuers direct or indirectly controlled entities
Not applicable. There does not exist any subordination, services rendered or control
relationships maintained for the last 3 fiscal years between the issuers administrators and the
issuers direct or indirectly controlled entities.

b) The direct or indirect controllers of the Company

i) the effective member of the Board of Directors Fumihiko Wada occupies the position of
Director President at Nippon Usiminas Co. Ltd.;
ii) the former member of the Board of Directors Toru Obata occupied the position of
Executive Director at Nippon Steel & Sumitomo Metal Corporation company; from January,
2011 the position of President of NS United Kiun Kaisha, Ltd.
iii) The former member of the Board of Directors Israel Vainboim maintained with the
Nippon Group, a contract to provide services.
iv) The effective member of the Board of Directors Paulo Penido Pinto Marques maintained
with the Nippon Group, a contract to provide services.
v) v) the effective member of the Board of Directors Daniel Novegil maintains employment
relationship with several subsidiaries of Ternium S.A, occupies the position of Director
President of Ternium S.A., President of the Board of Directors of Siderar S.A.I.C. and of
Ternium Mxico, S.A. de C.V.
vi) the effective member of the Board of Directors Roberto Caiuby Vidigal maintains
employment relationship with several subsidiaries of Tenaris S.A.; Chairman of the Board of
Directors of Confab Industrial S.A. and Techint Engenharia e Construo S.A. 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., President of the Board of Directors and
Director President of Ternium Brasil S.A. and Director President of Siderrgica do Norte
Fluminense S.A.
vii) The former member of the Board of Directors Bertoldo Machado Veiga occupied the
position of President of Previdncia Usiminas until April 2010.
viii) The alternate member of the Board of Directors Amaro Lanari Neto occupies the
position of Finance Director of Previdncia Usiminas as from April 2012.

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ix) the effective member of the Board of Directors Rita Horta Rebelo de Assis occupies the
position of President of Previdncia Usiminas, occupied the position of Director Finance at
the same entity from April, 2010 to April, 2012;
x) the alternate member of the Board of Directors Chrysantho de Miranda S Junior
occupies the position of Director of Benefits of Previdncia Usiminas;
xi) the alternate member of the Board of Directors Hiroyuki Uchida occupies the position of
Executive Director of Nippon Steel & Sumitomo Metal Corporation;
xii) the alternate member of the Board of Directors Yoichi Furuta occupied the position of
General Manager of Nippon Steel & Sumitomo Metal Corporation until December 2011. From
January 2012, occupies the position of Executive Director at the same Company;
xiii) the former member alternate of the Board of Directors Toshimi Sugiyama occupied the
position of General Manager of Nippon Steel & Sumitomo Metal Corporation and President
of Nippon Steel & Sumitomo Metal Empreendimentos Siderrgicos Ltda;
xiv) the alternate member of the Board of Directors Takashi Hirose occupies the position of
General Manager of Nippon Steel & Sumitomo Metal Corporation and President of Nippon
Steel Empreendimentos Siderrgicos Ltda;
xv) the former member alternate of the Board of Directors and current Corporate Planning
Director Vice-President Nobuhiro Yamamoto occupied, the last three years, position of
General Manager of Nippon Steel & Sumitomo Metal Corporation;
xvi) the former member effective of the Board of Director and current Technology and
Quality Director Vice-President Rmel Erwin occupied the position of President of
Previdncia Usiminas, from April 2010 to April 2012.
xvii) the alternate member of the Board of Directors Oscar Montero Martinez, maintains
employment relationship with several subsidiaries of Ternium S.A. Occupies the position of
Planning Director at Ternium S.A., and member of the Board of Directors of other
subsidiaries of Ternium.
xviii) the alternate member of the Board of Directors Mario Guiseppe Antonio Galli maintains
employment relationship with several subsidiaries of Tenaris S.A. Occupies the position of
Communications Director at Tenaris, is a member of the Board of Directors of Ternium
Brasil S.A. and Tenaris Confab Hastes de Bombeio S.A.
xix) the former member Alternate of the Board of Director Ricardo Ourique Marques is
Director of Operations and Member of the Board of Directors of Techint Engenharia e
Construo S.A. and Member of the Board of Directors of other related Companies.
xx) the former member alternate of the Board of Directors Guilherme Pires de Mello is
Commercial Director and Member of the Board of Directors of Techint Engenharia e
Construo S.A.
xxi) the effective member of the Fiscal Council Lcio de Lima Pires occupies the position of
Controlling Manager at Previdncia Usiminas;
xxii) the alternate member of the Fiscal Council Ely Tadeu Parente da Silva occupies the
position of Manager of Conformity at Previdncia Usiminas;

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xxiii) the effective member of the Fiscal Council Masato Ninomiya has a contract for the
Provision of Services with the Nippon Group.
xxiv) the former alternate member of the Fiscal Council Lyoji Okada maintained contract for
the Provision of services with the Nippon Group.
xxv) the former effective member of the Fiscal Council Carlos Roberto Nassif Campolina
occupied the position of Finance Director of Previdncia Usiminas until April 2010.
xxvi) the former alternate member of the Fiscal Council Alrio Quintela Soares occupied the
position of Benefits Director of Previdncia Usiminas until April 2010.
xxvii) the Director President Julin Alberto Eguren, before assuming the position in the
company, was Director President and Member of the Board of Directors of Ternium Mxico
S.A. de C.V., President of the Board of Directors of Tenigal S. de R.L. de C.V., Member of
the Board of Directors of Ferrasa S.A.S. and Member of the Board of Directors of other
subsidiaries of Ternium Mxico S.A. de C.V.
xxviii) the Industrial Director Vice President Marcelo Rodolfo Chara occupied the position of
Industrial Director at Siderar S.A.I.C., before taking office at the Company;
xix) the Director Vice President of Subsidiaries Paolo Felice Bassetti occupied the position of
Director President and Member of the Board of Directors at Ternium Brasil S.A. and Member
of the Board of Directors at Confab Industrial S.A., before taking office at the Company;
xxx) the former Director of Special Relations Takashi Hirao occupied the position of
Executive consultant of Nippon Steel & Sumitomo Metal Corporation.
xxxi) the former Director of Special Relations Yasuo Takeda occupied the position of
Executive Vice-President of Nippon Steel & Sumitomo Metal Corporation.

c) If relevant, suppliers, clients, debtors or creditors of the issuer, of its controlled entities or of
its controller or controlled entities of any of these
There is no relevant relationship of subordination between, suppliers, clients, debtors or
creditors of the Company, of its controlled entities or of its controller or controlled entities of
any of the people listed above.

12.11. Describe the provisions in any agreements, including insurance policies,
which provide for the payment or reimbursement of expenses incurred by the
administrators arising from indemnity for damages caused to third parties or the
issuer, from penalties imposed by state agents, or from agreements that aim to end
administrative or legal proceedings due to the performance of their functions
The Company possesses Civil Liability Insurance for Directors and Officers (D&O), which covers
eventual convictions of pecuniary accusations against the Companys administrators by virtue
of legal and extralegal proceedings during the validity of the contract, related to the exercise
of their functions in the Company including eventual costs of their defense.

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12.12. Supply other information that the issuer deems relevant
The Company guarantees the control and monitoring of good Corporate Governance policies
with the help of two mechanisms: the Internal Audit Superintendence, which acts preventively
to guarantee control and risk reduction; and the Canal Aberto (Open Channel), created in
2009 to receive denouncements from clients, suppliers, investors and co-workers regarding
irregularities seen in the Companys operations. In this manner Usiminas acts in a cohesive
and transparent manner, ensuring greater security and reliability of the Companys operations.

As a supplement of information in the item 12.6 and 12.8, of this Reference Form, the
Members of the Board of Directors of the Company, also occupy the positions as listed below:

Active Members:

Alcides Jos Morgante
Does not occupy positions in other companies or entities

Alosio Macrio Ferreira:
Guarani S. A. member of the Fiscal Council
Torre S.A. member of the Fiscal Council
SBCISA Sociedade Brasileira de Cultura Inglesa S.A. member of the Fiscal Council

Daniel Agustn Novegil
Ternium S.A. Member of the Board of Directors and Director President
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
Associao Latino Americana do Ao (ALACERO) member of the Executive Committee
Comit de Estudos Econmicos do Conselho de Associao Mundial do Ao - President

Fumihiko Wada:
Nippon Usiminas CO.,LTD - President

Jos Oscar Costa de Andrade

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Rita Rebelo Horta de Assis Fonseca:
Presidncia Usiminas President
Fundao Cosipa de Seguridade Social FEMCO President
ABRAPP (Associao Brasileira das Entidades Fechadas de Previdncia Complementar)
Effective Member of the Deliberative Council, as representative of Presidncia Usiminas
Minas Tnis Clube Effective Member of the Deliberative Council

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 President of the Advisory Council
OESP Grfica S.A. President of the Advisory Council
SIAT S.A. (Argentina) Member of the Directory
Scania Latin America Ltda. President of the Advisory Council
FIESP Federao das Indstrias do Estado de So Paulo Member of the Strategic Council
Ternium Brasil S.A Chairman of the Board of Directors and Director President
SNF Siderrgica do Norte Fluminense S.A. Director President

Toru Obata:
NS United kaiun Kaisha, Ltd President

Alternates:

Honorio Garca Diez

Yoichi Furuta:
Nippon Usiminas CO.,LTD member of the Board of Directors
TENIGAL S. DE R.L. DE C.V. Director

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13. Management compensation

13.1 Describe the policy or practice for the compensation of the board of directors,
statutory and non-board executive board officers, the fiscal council, statutory
committees and the audit, risk finance and compensation committees, addressing
the following aspects:

a) Objectives of the compensation policy or practice
The Companys Board of Directors, based on a recommendation of the Human Resources
Committee, annually reviews the compensation policy for the members of its Board of
Directors and Statutory Executive Board. The referred to policy is based on market practices
that take into account the value added to the Company, its shareholders and other
stakeholders, as verified from the achievement of quantitative and qualitative goals linked to
the Companys overall performance. The objective is to adequately recognize the contribution
of each member of the Board of Directors, Statutory and Non Statutory Board in conjunction
with the achievement of strategic objectives, in accordance with the best market practices.
The members of Usiminas Committees do not receive compensation.

b) Compensation composition, indicating:
i. Description of the compensation elements and the objectives of each one of them
For Statutory Directors: the aggregate amount of annual fixed and variable compensation is
determined by a decision of the Board of Directors, based on a recommendation of its Human
Resources Committee, in accordance with a market survey that is presented annually. The
fixed compensation is monthly paid over the course of the year. The variable compensation,
linked to the achievement of quantitative and qualitative goals related to the Companys
overall performance, is paid in the form of a bonus after final assessment of the performance
parameters based on the Audited Year End Balance Sheet and approved by the Board of
Directors. The Company also has a share based compensation plan for its Statutory Directors.
For the Board of Directors: fixed compensation, according to amount approved at the Annual
General Meeting. There is no practice of paying variable compensation.

For the Fiscal Council: the active members monthly compensation is fixed at 10% (ten
percent) of the average compensation amount paid to the Companys Statutory Directors, as
per the terms of paragraph 3 of article 162 of Law no. 6,404/76. There is no practice of paying
variable compensation.
The objective of the compensation (fixed and variable) policy is to adequately recognize the
contribution of each member of the Boards and Councils and the Executive Board in
conjunction with the achievement of strategic objectives, in accordance with the best market
practices.

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ii. What is the proportion of each element in total compensation as above
For Statutory Directors the composition of total compensation, supposing the achievement of
goals defining the variable compensation, as established in the annual plan (target value) is:
37% fixed compensation and 37% variable compensation and 26% share based compensation.
For the Board of Directors and Fiscal Council 100% of the compensation is fixed.

iii. Calculation and adjustment methodology for each of the compensation elements
Fixed Compensation - the methodology used to calculate/adjust the Companys administrators
fixed compensation (Board of Directors and Statutory Directors) is based on an evaluation of
market practices and on the current market scenario. Such methodology aims to ensure that
the policy adopted by the company is competitive and is in line with the market and with the
interests of the Usiminas shareholders.
Variable Compensation (Statutory Directors) - the methodology applicable to variable
compensation is based on establishing quantitative and qualitative indicators linked to the
Companys overall performance and to the achievement of collective and individual goals.
Every year, the Board of Directors, based on a recommendation from the Human Resources
Committee, promotes a review of the entire set of indicators and goals in order to adequate
them to market practices, to the global economic environment, to the interests of the
shareholders, as well as aiming at giving incentives to sustain the companys performance over
the long term. Additionally the Company has a Share Based Compensation Plan as detailed in
item 13.4.

iv. Reasons that justify the elements of compensation
The Company is of the opinion that the compensation of its executives composed of the fixed
and variable parts follows market principles and allows the evaluation of the performance of its
executives based on the overall performance of the company.

c) Principal performance indicators that are taken into consideration in determining each
compensation element
The fixed compensation takes into consideration the market values obtained through
specialized advisory, in accordance with the best market practices.
The short term variable compensation takes into consideration quantitative and qualitative
indicators as determined annually based on market surveys aspects of the global economic
environment. The quantitative indicators are: Ebitda Margin, Working Capital, among others.
The qualitative indicators are linked to the specific contribution of each director to the
Companys result
The long term variable compensation takes into consideration the strategic objectives of the
company in conformity with the market best practices, linked to the company performance
before the financial market.

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d) How the compensation is structured to reflect the evolution of performance indicators
The Company understands that the compensation policy being subjected to the achievement of
quantitative and qualitative goals (as explained in the previous item), allows for the evolution
of each one of the dimensions of its institutional interest to be adequately measured beginning
with performance indicators to which are attributed different weights of consideration. The
concentration of these weights of consideration is allocated annually by the Companys Board
of Directors based on a recommendation of its Human Resources Committee that takes into
account conjuncture aspects and the value added to the Company, its shareholders and other
stakeholders.

e) How the compensation policy or practice is aligned with the issuers short-, medium- and
long-term interests
From the companys point of view, we have as a policy:
Short-term: compensation is based on monitoring the base salary in the market for each
position, according to a panel of similar companies.
Medium-term: is aligned with the tracking of performance goals defined annually for each
business activity and which aim to leverage the overall performance of the company. The goals
are agreed upon annually.
Long- term: as from 2011 the company will adopt the Stock Option Plan for Shares issued by
the Company. The plan aims at aligning the Long-term interests, in view of the potential
appreciation of shares, searching for the companys results. The Stock Option Plan of Shares
issued by the Company was approved at the General and Extraordinary Meeting of
04/14/2011.

f) Existence of compensation supported by direct or indirect subsidiaries, controlled entities or
Controller
Some Directors receive remuneration of Controller of the Company, as detailed in section
13.15.

g) Existence of any compensation or benefit related to the occurrence of a certain corporate
event, such as the sale of the issuers shareholding control
There is no compensation or benefit related to the occurrence of a certain corporate event,
such as the sale of the issuers shareholding control.

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13.2 With respect to the compensation of the board of directors, the statutory executive board and the fiscal council recognized
in the income statement for the past 3 years and to that forecast for the current year, prepare a table containing the following:

Fiscal year ended 12/31/2010
Amounts in reais
Body/Section

Quantity
of members
Fixed Annual Compensation

Variable Compensation

Post job
benefits
Benefits
Generated by
leaving the
position
Share based
compensation
Total
Salary or
Pro-labore
Direct and
Indirect
benefits
Compensa-
Tion for
Participation in
Committees Fees Bonus
Participation
In the
results/profit
sharing
Compensation for
Participation in
meetings Commissions Indemnity amounts
Statutory
Executive Board
7.00 N/A 280,203.54 N/A 6,204,353.18 2,431,408.58 N/A N/A N/A 4,032,960.71 N/A N/A N/A

12,948,926.01
Board of
Directors
9.00 N/A - N/A 2,672,788.88 - N/A N/A N/A N/A N/A N/A N/A

2,672,788.88
Fiscal Council
4.00 N/A - N/A 468,266.56 - N/A N/A N/A N/A N/A N/A N/A

468,266.56

Total 20.00 N/A 280,203.54 N/A 9,345,408.62 2,431,408.58 N/A N/A N/A 4,032,960.71 N/A N/A N/A 16,089,981.45

The amounts of compensation above correspond to the amounts effectively paid to the Officers. No social charges included.
The total compensation with social charges recorded in 2010, including provision for variable compensation to be paid in 2011, totaled R$
23,403 thousand.

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Amounts in reais
Body/Section

Quantity
of members


Post job
benefits
Benefits
Generated by
leaving the
position
Share based
compensation
Total
Salary or
Pro-labore
Direct and
Indirect
benefits
Compensa-
Tion for
Participation in
Participation
In the
results/profit
sharing
Compensation for
Participation in
Statutory
Executive Board
6.33 N/A 23,665.52 N/A 7,810,240.00 4,672,199.38 N/A N/A N/A 2,000,000.00 N/A N/A N/A 14,506,104.90
Board of
Directors
9.00 N/A - N/A 2,757,994.36 - N/A N/A N/A - N/A N/A N/A 2,757,994.36
Fiscal Council
4.67 N/A - N/A 602,356.50 - N/A N/A N/A - N/A N/A N/A 602,356.50

Total
20.00 N/A 23,665.52 N/A 11,170,590.86 4,672,199.38 N/A N/A N/A 2,000,000.00 N/A N/A N/A 17,866,455.76

The total compensation with social charges recorded in 2011, including provision for variable compensation to be paid in 2012, totaled R$
29,612 thousand.

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Amounts in reais
Body/Section

Quantity
of members


Post job
benefits
Benefits
Generated by
leaving the
position
Share based
compensation
Total
Salary or
Pro-labore
Direct and
Indirect benefits
Compensa-
Tion for
Participation
in
Participation
In the
results/profit
sharing
Compensation for
Participation in
Statutory
Executive Board
6.42 N/A 1,667,095.45 N/A 8,051,781.23 1,840,344.00 N/A N/A N/A 1,718,229.00 N/A N/A N/A 13,277,449.68
Board of
Directors
8.75 N/A - N/A 3,700,533,70 - N/A N/A N/A - N/A N/A N/A 3,700,533.70
Fiscal Council
4.67 N/A - N/A 823,697.81 - N/A N/A N/A - N/A N/A N/A 823,697,81

Total 19.84 N/A
1
1,667,095.45 N/A 12,576,012.74 1,840,344.00 N/A N/A N/A 1,718,229.00 N/A N/A N/A 17,801,681.19

The total compensation with social charges recorded in 2012, including provision for variable compensation to be paid in 2013, totaled
R$32,590 thousand.

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Estimated compensation for the year ending 12/31/2013
Amounts in Reais
Body/Section

Quantity
of members


Post job
benefits
Benefits
Generated by
leaving the
position
Share based
compensation

Total
Salary or
Pro-labore
Direct and
Indirect benefits
Compensa-
Tion for
Participation
in
Participation
In the
results/profit
sharing
Compensation for
Participation in
Statutory
Executive Board
7.00 N/A 5,260,003.00 N/A 8,625,175.00 9,525,175.00 N/A N/A N/A - N/A N/A
3,005,202.00
(*)

26,415,555.00
Board of
Directors
10.00 N/A - N/A 4,514,191.00 - N/A N/A N/A - N/A N/A N/A 4,514,191.00
Fiscal Council
5.00 N/A - N/A 617,833.00 - N/A N/A N/A - N/A N/A N/A 617,833.00

Total 22.00 N/A 5,260,003.00 N/A 13,757,199.00 9,525,175.00 N/A N/A N/A - N/A N/A 3,005,202.00 31,547,579.00
(*) Amount estimated according to period of option exercise (vesting period)
The amounts of compensation do not include social charges
As approved by the Board of Directors at Annual Meeting held on March 05, 2013, the global compensation amount estimated for the period
comprised between the Annual General Meeting (AGO) of 2013 and the AGO of 2014 is R$ 37,000,000.00. In addition the Board approved the
estimated amount of R$ 3,000,000.00 related to the Stock Option Plan. These amounts shall be submitted to the approval of the Annual
General Meeting to be held on April 16, 2013.

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13.3 With respect to the variable compensation of the board of directors, the
statutory executive board and the fiscal council for the past 3 years and to that
forecast for the current year, prepare a table containing the following:

Fiscal year ended 12/31/2010 Statutory Executive Board
Board of Directors
(**)
Fiscal
Council (**)
Number of members 7.00 9.00 4.00
Bonus
Minimum amount forecast in the compensation plan Does Not Exist. In accordance with the goals. N/A N/A
Maximum amount forecast in the compensation plan R$ 30,000,000.00(*) N/A N/A
Amount forecast in the compensation plan in the case
that the goals established were reached
Does Not Exist. The maximum is the amount
stated above(*) N/A N/A
Amount effectively recognized R$ 2,431,408.58 N/A N/A
Participation in the profits
Minimum amount forecast in the compensation plan N/A N/A N/A
Maximum amount forecast in the compensation plan N/A N/A N/A
that the goals established were reached N/A N/A N/A
Amount effectively recognized N/A N/A N/A
N/A = not applicable as there are no payments under this heading
(*)The payment of Variable Compensation always occurs from when the established goals are surpassed, on a continuous scale beginning from zero. The payment limit
including fixed compensation is the budgeted amount defined at the Annual General Meeting, which in the case of 2010 is R$ 30 million.
(**) Variable Compensation is not paid to members of the Fiscal Council or Board of Directors.
- Assessment of amounts corresponding to the period from January to December, mentioned amount refers to the period comprised
between the Meetings.

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Board of Directors
(**)
Fiscal
Council (**)
Bonus
Maximum amount forecast in the compensation plan R$ 35,000,000.00 (*) N/A N/A
that the goals established were reached Does Not Exist. In accordance with the goals. N/A N/A
(***) the number of members of each body corresponds to the annual average of the number of members of each body monthly
assessed, with two decimals.

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Board of Directors
(**)
Fiscal
Council (**)
Bonus
Maximum amount forecast in the compensation plan R$ 35,000,000.00 (*) N/A N/A
that the goals established were reached Does Not Exist. In accordance with the goals. N/A N/A
(***) the number of members of each body corresponds to the annual average of the number of members of each body monthly
assessed, with two decimals.

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Estimated Compensation for 2013

For 2013 the assumptions for the indicators and goals may be, in principle, the same adopted
in 2012, subject to the variations necessary to reflect the global economic-financial
environment:

Fiscal year to be ended 12/31/2013 Statutory Executive Board
Board of Directors
(**)
Fiscal
Council (**)
Bonus
Maximum amount forecast in the compensation plan R$ 14,287,762.00 N/A N/A
that the goals established were reached R$ 9,525,175.00 N/A N/A
Amount effectively recognized - N/A N/A
including fixed compensation is the budgeted amount defined at the Annual General Meeting

13.4 Stock-based compensation plan for the board of directors and the statutory
executive board in effect in the last fiscal year and forecast for the current fiscal year

The Extraordinary and Annual General Meeting of April 14, 2011 approved the Stock Option
Plan of Shares Issued by the Company. In 2011, were eligible the members of the Statutory
Board and other Companys Officers.
For 2012 the plan approved on April 14, 2011 continues.
general terms and conditions
The general rules of the plan shall be formally approved by the shareholders. After the
approval, the plan is managed by the Board of Directors, supported by the Human Resources

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Committee for this end. The Board of Directors and the Committee are advised in operating
and technical aspects by the human resources, legal and financial areas of Usiminas, or by
external advisors. Only the Board of Directors has deliberative powers on the plan, within the
limits approved by the shareholders.
All the officers and employees are potentially eligible to the plan. However, those effectively
elected to receive the grants shall be approved by the Board of Directors, from initial
recommendation of the Human Resources Committee.
The plan has annual option grants (programs), subject to the rules and mainly the authorized
capital (number of shares) by the shareholders. All annual programs shall be previously
approved by the Board of Directors.
main objectives of the plan
- align interests between officers and shareholders
- stimulate the creation of sustainable value
- attract and retain talents
- keep the competitiveness with the market practices
how the plan contributes for these purposes
The plan is considered the link between the elected employees and the companys objectives.
how the plan is inserted in the issuers compensation policy
The plan is part of the total compensation strategy of Usiminas, being an important element to
keep the competitiveness of the companys practices before the Market, as well as a tool to
attract and retain key professional for the business.
how the plan aligns the officers and the issuers interests in the short, medium
and long term
The stock options plan grants to the elected employees the right to purchase Usiminas shares
at a determined price (price of the options exercise) and terms (vesting period for the
purchase of shares). The pre-determined price aligns the interest of the shares appreciation
and the terms to release the purchase assure solid decisions in the search for short, medium
and long term results.
maximum number of shares comprised in the plan
5 programs 2011 to 2015 (options granted and to be granted) - 50,689,310 preferred shares
(USIM5), representing 5% of Usiminas total capital.
maximum number of options to be granted
The maximum number of options granted in each year for all participants including officers and
employees eligible are:
2011 grant - 3,965,910 options, representing 0.3912% of total shares issued by the Company.
2012 grant 3,935,899 options, representing 0.388% of total shares issued by the Company.

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Conditions for the acquisition of shares
The Option shall be exercised through the acquisition or subscription of the underlying shares
in contra entry to the payment of the amount corresponding to the Exercise Price to the
Company, pursuant to the Option contract.
Criteria to determine the acquisition or exercise price
The Board of Directors shall establish the exercise price ("Exercise Price") of each Option upon
its granting, which shall be equivalent to the weighted average quotation of closing of the
Preferred Shares applicable at BM&FBovespa - Bolsa de Valores, Mercadorias e Futuros S.A.
(BM&FBovespa) in the month prior to the date of Options grant.
Criteria to determine the exercise period
The Board of Directors may determine a term from which the Option shall be exercisable
("Vesting Period") and may also establish that the Option may be exercisable in installments.
Unless otherwise decided by the Board of Directors, (i) 1/3 (one third) of the Options shall be
liable of exercise one year after the date of its granting, (ii) 1/3 (one third) of the Options shall
be liable of exercise two years after their granting and (iii) 1/3 ((one third) of the Options shall
be liable of exercise three years after the date of their granting.
The Board of Directors may determine the maximum period subsequent to the granting date
during which the Option may be exercised ("Exercise Period"), emphasizing that the shares
cannot be exercised after 7 (seven) years from their granting date.
Form of liquidation
The exercise price of each share object of the option shall be fully paid in cash by the elected
employee at the date of exercise of the option, i.e., from the execution of the Sales and
Purchase Agreement between the elected employee and Usiminas or from the execution of the
related subscription list, as the case may be.
Restrictions to the transfer of shares
During the Exercise Period, it is forbidden to the Participant sell the Options granted to him
or constitute any encumbrance on such Options.
Effects from the leaving of the administrator from the issuers bodies on the
rights set forth in the share based compensation plan
Dismissal without Just Cause In the event of the Participant dismissal from the Company or
its Subsidiaries by these ones initiative, through termination of his labor agreement without
just cause or dismissal of his position of administrator not arising from events that, should it
be an employment relationship, would configure just cause pursuant to the labor legislation
terms, the Participant may exercise his Options already liable of exercise within 30 (thirty)
days from the related Dismissal Date, after which all the Options granted to the Participant
shall be automatically cancelled and lose any effect. (b)Dismissal for Just Cause - In the event
of the Participant dismissal from the Company or its Subsidiaries by these ones initiative,
through termination of his labor agreement with just cause or dismissal of his position of
administrator arising from events that, should it be an employment relationship, would
configure just cause pursuant to the labor legislation terms, all the Options not yet exercised,

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regardless of being liable of exercise or not, shall be extinguished of full right and cancelled at
the related Dismissal Date or at the date of the event that gave rise to the dismissal of the
Participant, whichever the first. (c) Volunteer Resignation In the event of volunteer
resignation of any Participant from the Company or its Subsidiaries, the Participant may
exercise his Options already liable of exercise within 30 (thirty) days from the related
Resignation Date, after which all the Options granted to the Participant shall be automatically
cancelled and lose any effect. (d) Resignation for Retirement In the event of Retirement, the
Participant may exercise his Options already liable of exercise within 30 (thirty) days from the
related Resignation Date, after which all the Options granted to the Participant shall be
automatically cancelled and lose any effect. (e) Death In the event of death of one
Participant, the exercise right of all the Options granted to the Participant shall be anticipated
and his heirs or successors, by legal or testamentary succession, may exercise them within 12
(twelve) months after the related Resignation Date, at the end of which all the Options granted
to the Participant shall be automatically cancelled and lose any effect. (f) Resignation for
Permanent Disability In the event of a Participant be in continuous and authorized labor
license due to permanent disability, the exercise right of all the Options granted to the
Participant shall be anticipated and these may be exercised within 12 (twelve) months after
the related Resignation Date, at the end of which all the Options granted to the Participant
shall be automatically cancelled and lose any effect. (g) Resignation after Sale of the
Companys Control In the event of sale , direct or indirect, of shares representing the
shareholding control of Usiminas, the Participant who, in the first 12 (twelve) months
subsequent to the sale of control of Usiminas, is dismissed without just cause or whose
dismissal of the position of administrator has not arisen from events which, should it be an
employment relationship, would configure just cause pursuant to the labor legislation terms,
shall be entitled to the advanced exercise of all the Options granted to him and may exercise
them within 30 days after the related Dismissal Date, at the end of which all the Options
granted to the Participant shall be automatically cancelled and lose any effect.

13.5 Provide the number of shares or quotas directly or indirectly held in Brazil and
abroad, and other negotiable securities convertible into shares or quotas issued by
the issuer, its direct or indirect controllers, controlled entities or companies under
common control, by members of the board of directors, the statutory executive board
or the fiscal council, grouped by body, at the end of the last fiscal year

Number of Marketable Securities at 12/31/2012
Company Marketable Security Board of
Directors (*)
Executive Board Fiscal Council
(*)
Usiminas

Common share

38

4

100
Usiminas

Class A preferred share

162,033

9,247

-
*the balance of shares includes the effective and alternate members of the Board of Directors and Fiscal Board.

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13.6 Stock-based compensation for the board of directors and the statutory
executive board recognized in the income statement of the last 3 fiscal years and
forecast for the current fiscal year
For 2011 the Extraordinary and Annual General Meeting of April 14 of this year, approved the
Stock Option Plan of Shares Issued by the Company.

Stock based compensation for 2011

Statutory Board Board of Directors*
Nbr of members:
6 1
Stock options grant

Granting date: 10/03/2011 10/03/2011
Number of options granted: 1,408,215 31,494
Period for the options be exercisable:
total of 3 years, with possibility of
anticipation of 33% per annum.
After the first year from the
granting (0/33/33/33).
total of 3 years, with possibility
of anticipation of 33% per
annum. After the first year from
the granting (0/33/33/33).
Maximum period for the exercise of
options: 7 years at the granting date 7 years at the granting date
Period of restriction to the transfer of
shares Not applicable Not applicable
Weighted average price of exercise: R$ 11.98 R$ 11.98
(a) Of the outstanding options at the
beginning of the year
- -
(b) Of the options lost during the year
: - -
(c) Of the options exercised during the
year:
- -
(c) Of the options expired during the
year:
- -
Fair value of the options at the
granting date:
R$ 5.05 R$ 5.05
Potential dilution in case of
exercise of all granted options:
0.1343% of Usiminas total
capital.
0.0077% of Usiminas
total capital.
* Received for being officers of the company.

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Stock based compensation for 2012

Nbr of members:
7 1
Stock options grant
Granting date:
11/28/2012 11/28/2012
Number of options granted:
1,447,091 46,112

Period for the options be exercisable:
total of 3 years, with possibility of
anticipation of 33% per annum.
After the first year from the
granting (0/33/33/33).
total of 3 years, with possibility
of anticipation of 33% per
annum. After the first year from
the granting (0/33/33/33).
Maximum period for the exercise of
options:
7 years at the granting date 7 years at the granting date
Period of restriction to the transfer of
shares
Not applicable Not applicable
Weighted average price of exercise:
R$ 10.58 R$ 10.58
(a) Of the outstanding options at the
beginning of the year
1,447,091
46,112

(b) Of the options lost during the year
:
0 0
(c) Of the options exercised during the
year:
0 0
(c) Of the options expired during the
year:
0 0
Fair value of the options at the
granting date:
R$ 4.32 R$ 4.32
Potential dilution in case of
exercise of all granted options:
capital.
capital.

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13.7 Outstanding options of the board of directors and the statutory executive board
at the end of the last fiscal year

Related to 2011
Body
Number of members
4
1
in relation to the options not yet exercisable

i. number
304,591

20,996

ii. date in which shall be exercisable
10/03/2013 and
10/03/2014
(50%/50%)
10/03/2013 and
10/03/2014 (50%/50%)
iii. maximum period for the options exercise
10/02/2018
10/02/2018
iv. period of restriction to the transfer of shares Not applicable Not applicable
v. weighted average price of exercise
R$ 11.98
R$ 11.98
vi. fair value of the options at the last day of the year
**
**
in relation to the exercisable options

i. number
152,296
10,498
ii. maximum period for the options exercise
10/02/2018
10/02/2018
iii. period of restriction to the transfer of shares Not applicable Not applicable
iv. weighted average price of exercise
R$ 11.98
R$ 11.98
v. fair value of the options at the last day of the year
**
**
**
**
** The company did not assess the fair value of the options at the last day of the year.

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Related to 2012

Body
Number of members
7
1
in relation to the options not yet exercisable

i. number
1,447,091 46,112
ii. date in which shall be exercisable
11/282013, 11/28/2014
and 11/28/2015
(33%/33%/33%)
11/282013,
11/28/2014 and
11/28/2015
(33%/33%/33%)
iii. maximum period for the options exercise
11/27/2019
11/27/2019
iv. period of restriction to the transfer of shares Not applicable Not applicable
v. weighted average price of exercise
R$ 10.58
R$ 10.58
**
**
in relation to the exercisable options Not applicable Not applicable
** The company did not assess the fair value of the options at the last day of the year.

13.8 Options exercised and shares delivered related to stock-based compensation to
the board of directors and the statutory executive board in the last 3 fiscal years
Since the implementation of the programs in 2011 there were no options exercised.

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13.9 Give a brief description of the information necessary to understand the data
disclosed in items 13.6 to 13.8, such as an explanation of the pricing model used to
value shares and options, indicating, at least:

The main assumptions used in accordance with the Black & Sholes pricing model, of grating
programs are as follows:

Program 2011

First year Second year Third year
Fair value at the granting date
R$ 4.83 R$ 5.07 R$ 5.27
Share price
R$ 11.45 R$ 11.45 R$ 11.45
Exercise price
R$ 11.98 R$ 11.98 R$ 11.98
Volatility of the share price
50.70% 50.70% 50.70%
Grace period (three years) 33% after first year 33% after 2nd. year 33% after 3rd. year
Dividends estimate
2.94% 2.94% 2.94%
Free risk return rate
11.62% p.a. 11.65% p.a. 11.69% p.a.
Adjusted effectiveness
4 years 4.5 years 5 years

Program 2012

First year Second year Third year
Fair value at the granting date
R$ 4.06 R$ 4.32 R$4.61
Share price
R$ 10.38 R$ 10.38 R$ 10.38
Exercise price
R$ 10.58 R$ 10.58 R$ 10.58
Volatility of the share price
37.95% 37.95% 37.95%
Grace period (three years) 33% after first year 33% after 2nd. year 33% after 3rd. year
Dividends estimate
0.63% 0.63% 0.63%
Free risk return rate
8.63% p.a. 8.75%p.a. 8.87% p.a.
Adjusted effectiveness
4 years 4,5 years 5 years

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13.10 Pension plans in effect granted to the members of the board of directors and
the statutory executive board

(*) The Company has no pension plan for the Board of Directors members

13.11 In the form of a table, indicate, for the last 3 fiscal years, with respect to the
board of directors, the statutory executive board and the fiscal council: body,
number of members, amount of the highest individual compensation, amount of the
lowest individual compensation and average amount of individual compensation.
Nominal values with no social charges.
Amounts
in reais

Statutory Board

Board of Directors

Fiscal Council

12/31/2012 12/31/2011 12/31/2010

12/31/2012 12/31/2011 12/31/2010

12/31/2012 12/31/2011 12/31/2010
Number of members

6.42 6.33

7.00

8.750 9.00

9,00

4,67 4,67

4,00
Highest
compensation (reais)

2,387,568.57 6,000,000.00

3,809,008.38

1,047,171.76 1,461,994.36

934.122,00

120.466,48 127.037,92

117.066,64
Lowest compensation
(reais)

930,627.15 660,000.00

166,000.00

262,400.00 216,000.00

53.333,36

120.466,48 90.005,31

32.800,00
Average
compensation(reais)

1,476,137.96 1,386,937.71

996,071.23

398,695.29 393,999.19

190.913,49

120.466,48 112.044,64

78.044,43

.
.

Body/Section

No
members
Name of Plan

Quantity of

managers eligible

for retirement

Early retirement

conditions

Present value of

accumulated contributions

to the pension plan up to

the closing of the last fiscal

year after discounting the

portions paid - up directly by

the managers

Total accumulated

amount of

contributions paid into

the plan up to the

closing of the last fiscal

year, after discounting

the portions paid - up

directly by the

Board of
Directors(*)

0

N/A

N/A
e

N/A

R$ R$
y

.
Statutory Board 3
USIPREV

03 officers

Are eligible to early
retirement

None

R$ 5,340,189.61 R$ 310,219,32

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13.12 Describe contractual arrangements, insurance policies, or other instruments
that structure mechanisms for compensating or indemnifying the administrators in
the event of their removal from their position or retirement, indicating the financial
consequences to the issuer

Not applicable, given that there are no such instruments.

13.13 With respect to the last 3 fiscal years, indicate the percentage of total
compensation of each body recognized in the issuers income statement related to
members of the board of directors, the statutory executive board or the fiscal council
that are related parties to the direct or indirect controllers, as determined by the
accounting norms that deal with this matter

BODY
Year ended
(2012)
Year ended (2011) Year ended
(2010)
Board of Directors
79% 87% 87%
Fiscal Council 60% 76% 75%
Statutory Board
64% 11% 6%

13.14 With respect to the last 3 fiscal years, indicate the amounts recognized in the
issuers income statement as compensation paid to the members of the board of
directors, the statutory executive board and the fiscal council, grouped by body, for
any reason other than the position they hold, such as, for example, commissions and
fees for consulting or advisory services rendered

The administrators and members of the fiscal council do not receive, nor have they received in
the last fiscal years, compensation for any reason other than the position they hold.

13.15 With respect to the last 3 fiscal years, indicate the amounts recognized in the
income statement of the issuers direct or indirect controllers, companies under
common control and controlled entities as compensation to the members of the
issuers board of directors, statutory executive board or fiscal council, grouped by
body, specifying the reason such amounts were paid to these people

Compensation Received as a function of tenure in the company, the last 3 fiscal years - no
exist.

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Fiscal year 2010 other compensation received, in function of relationships described in item
12.10.b.

Fiscal year 2010 Board of Directors Statutory Board Fiscal
Council
Total

Direct and
indirect
controllers 3,852,943.78 950,619.48 279,277.75 5,082,841.01

Controlled of
issuer
0

Companies under
common control
0 0 0 0

12.10.b.

Council
Total

Direct and
indirect
controllers 3,584,312.80 979,237.72 182,705.27 4,746,255.79

Controlled of
issuer
0

Companies under
common control
0 0 0 0

12.10.b.

Council
Total

Direct and
indirect
controllers 29,347,202.30 1,447,188.44 284,180.10 31,048,570.84

Controlled of
issuer
0

Companies under
common control
0 0 0 0

13.16 Other information that the Company deems relevant
13.11 None

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14. Human resources

14.1. Describe the issuers human resources, providing the following information:

a) Number of employees (total, by groups based on the activity performed and by geographic
location)
The Company ended 2012 with 25,022 employees, of which amount 13,814 pertained to the
Company and 11,208 pertained to its controlled entities and related companies.
Of the Companys total direct employees, 94.5% are located in the southeast region where
mills I and II are, located in Ipatinga/MG and Cubato/SP respectively, as are the following
companies: Automotiva Usiminas, located in Pouso Alegre/MG, Unigal Usiminas and Usiminas
Mecnica, both of which are also located in Ipatinga/MG.

Number of employees by type of job
Usiminas

Year ended
12/31/2012
(excluding those
dismissed *)
Year ended
12/31/2011
Year ended
12/31/2011
Executive Board 16 14 20
Management 202 223 211
Upper 2,249 2,415 1,740
Middle 2,687 2,472 3,203
Administrative 338 588 736
Operational 8,322 9,263 7,026
13,814 14,975 12,936

Subsidiaries
Executive Board 2 6 4
Management 129 137 157
Upper 1,126 1,358 939
Middle 1,219 577 1,618
Administrative 815 743 940
Operational 7,917 12,795 18,292
11,208 15,616 21,950

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Number of employees by region
Usiminas

Year ended
12/31/2012
(excluding those
dismissed *)
Year ended
12/31/2011
Year ended
12/31/2011
South Region
10 9 10
Southeast Region
13,800 14,964 12,922
Center-West Region
- - -
Northeast Region
4 2 4
North Region
- - -
13,814 14,975 12,936

Subsidiaries
2012 2011 2010
South Region
594 714 840
Southeast Region
9,842 14,520 20,552
Center-West Region
79 57 5
Northeast Region
72 48 41
North Region
621 277 512
11,208 15,616 21,950

* In 2012, the information refers to employees in effective exercise.

b) Number of outsourced employees (total, by groups based on the activity performed and by
geographic location)
The number of outsourced employees in the Company in the fiscal year ended December 31,
2012 was 18,816. In the fiscal year ended December 31, 2011 the number was 20,297 and in
the fiscal year ended December 31, 2010 it was 25,246.
The Company at the current time does not possess an information structure for outsourced
employees where it can access the requested information pertaining to groups based on
activity performed and geographic location.

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c) Turnover rate
The Companys turnover rate for the fiscal year ended December 31, 2012 was 16.70%. In the
subsidiaries the turnover at this same year was 62.05% mainly impacted by the building
site/construction in Usiminas Mecnica activities.

d) Issuers exposure to labor liabilities and contingencies
For information regarding the Companys labor liabilities and contingencies, see item 4.3 to 4.7
of this Reference Form.

14.2 Comment on any relevant change having occurred with respect to the figures
disclosed in item 14.1 above

Usiminas ended 2012 with 4,424 less employees in its own employees chart, considering only
the active employees.
The distribution of the staff, by geographic region, maintained the same trend in the last year,
concentrating in the Southeast region.

14.3. Describe the issuers compensation policies, explaining:

a) Wage and variable compensation policy
The Companys compensation policy aims to guarantee the competitiveness of its short-term
wages, benefits and incentives, as well as to attract and retain the human resources necessary
to obtain the strategic results of the business, based on the values of similar companies.

The salary reference is the medium line of a selected Market, composed of companies from the
same segment, of high technology sector, and of the same size considering invoicing and
number of employees. Periodically a review is conducted to guarantee the level of
competitiveness of the salaries practiced.

Profit Sharing Plans
Usiminas developed and maintain Program of Profit Sharing - PLR in order to allow its
employees obtain financial gains, and, from the entrepreneurial side, leverage the Companys
results.

The program complies with all the requirements of Law 10,101/2000 which regulates the
matter and has as one of its strongest points the direct negotiation with an employees
commission, elected by and among them, for definition and contracting of goals to be achieved

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each year. The Union of the Category is assured the appointment of a representative to
compose the commission and who also participates of the entire negotiation process.

The program considers, in addition to financial targets of each business, the operating targets
of the teams and which, therefore, are closer to the worker allowing that each of them is
aware of what he may do in fact to leverage Usiminas results, and as a consequence, improve
his income. That is, with this Program everyone can win.

b) Benefit policy
The benefit policy is administered in a format of advantages and facilities offered to all of the
employees of the Usiminas companies, with the aim of providing them with security and well-
being, in their internal as well as external environments. The employees are offered a package
of benefits, including medical, hospital and dental assistance, food allowance, transport
allowance, child care allowance, participation in the education and professional development
program, group life insurance and private pension plan.
Pension Plans
The Company offers to its employees complementary pension plans, which are managed by
Previdncia Usiminas, formerly named Caixa do Empregados da Usiminas (Usiminas Employees
Savings Society) - CAIXA and merged by Fundao Cosipa de Seguridade Social (Cosipa
Social Security Foundation) FEMCO.
Through Ordinances 165 published in the Official Gazette of 03/30/2012, and Ordinance n
273, published in the Official Gazette of 05/30/2012, the National Superintendence of
Supplementary Pension Plan PREVIC approved the merger of FEMCO by Previdncia
Usiminas, carried out on June 30, 2012, with the rights and obligations of the Sponsors,
Participants and Assisted ones, maintained in relation to the related benefits plans.
The objective of these plans is to complement the retirement benefits given to the Companys
employees by the Federal Government. The employees of other Sponsors, including those of
Previdncia Usiminas are also participants. Contributions to the aforementioned plans are
made by the respective sponsors and by the employees, based on specific regulations of each
benefit plan.
Usiminas sponsors four plans of supplementary pension to its employees, namely: two defined
benefit plans, named Plan of Benefits 1 - PB1 and Plan of Defined Benefit PBD; a plan of
defined contribution: Mixed Plan of Pension Plan Benefits n 1 COSIPrev; and one plan of
variable contribution: Plan of Benefits 2 USIPREV, which is the only one opened to new
adhesions.
On December 31, 2012 Previdncia Usiminas managed net assets of R$ 7,063 billion and had
45,366 participants, of which 25,956 active and 19,410 assisted, occupying, in relation to
amount of investments, the 16th. position in the ranking of closed entities of supplementary
pension plan, and the 7th position in the ranking of private entities, presented by the Brazilian
Association of Closed Entities of Supplementary Pension Plan ABRAPP.
The Companys contributions to Previdncia Usiminas during the year ended December 31,
2012 to the four benefit plans totaled R$ 33,381 thousand (R$ 30,517 thousand on December

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31, 2011). The consolidated contributions for 2012 of all the Sponsors to the four benefit plans
amounted to R$ 49,303 thousand(R$ 44,650 thousand for 2011).
The defined benefit plan PB1 was begun in 1972, with its sponsors being the Company, UMSA
(Usiminas Mecnica S/A), Fundao So Francisco Xavier, Cooperativa de Crdito Livre
Admisso do Vale do Ao Ltda SICOOB VALE DO AO, Cooperativa de Consumo dos
Empregados da Usiminas Ltda - Consul, Associao dos Empregados do Sistema Usiminas
AEU and the Previdncia Usiminas. Since November of 1996 does not accept new participants.
The Company contributed with R$ 141 million during the year ended December 31, 2012 as
extraordinary contribution related to an insufficient technical reserve (past service) assessed at
the end of 1994 (amortization plan, approved by the Social Security Ministry, which sets forth
monthly payments, during 19 years, as from January 2002).
On December 31, 2012, PB1 had 9,301 participants, of which 9,278 retired and pensioners and
23 active (9,354 on December 31, 2011, of which 9,305 retired and pensioners and 49 active).
On December 31, 2012, PB1 had net assets of R$ 3,996 billion (R$ 3,852 billion on December
31, 2011).
The USIPREV plan was started in August of 1998 for the employees of the sponsored
companies. This plan also allowed for the migration of the participants in the old plan PB1, and
in 1998, approximately 80.4% of the old plan had switched to the USIPREV plan. In addition to
the sponsors mentioned previously, also is a sponsor of USIPREV, Unigal Ltda, Automotiva
Usiminas S/A, Minerao Usiminas S/A, Solues em Aos Usiminas S/A, Rios Unidos Logstica
e transporte de Ao Ltda and Tubos e Materiais de Construo TUBOMAC S/A.
On December 31, 2012, USIPREV plan had 23,604 participants, of which 1,458 retired or
pensioners and 22,146 active (25,654 on December 31, 2011 of which 1,300 retired
employees or pensioners and 24,354 active employees).
On December 31, 2012, USIPREV plan had net assets of R$ 1,272 billion (R$ 1,153 on
December 31, 2011).
The defined benefit plan PBD was begun in 1975 and, since December 2000, is closed for
new participants. The sponsors of PBD are Usiminas and Previdncia Usiminas. The Company
Ferro e Ao Vitria COFAVI, ex-sponsor of PBD, is in bankruptcy process. There are several
judicial claims against this Entity arising from this situation. It should be emphasized that
there is no joint liability between the Sponsors of this plan. Still during 2012, only as regards
to the Defined benefit Plan PBD, the Company paid debt, duly contracted, in the amount of
R$ 25,987 million, for adjustment in the constitution of provision to cover the fund expenses
related to past services. On December 31, 2012 the remaining balance of this debt amounted
to R$ 217,480 million (R$ 254,806 million on December 31, 2011).
On December 31, 2012, PBD had 8,142 participants, of which 8,006 retired and pensioners
and 136 active (8,195 on December 31, 2011, of which 8,023 retired and pensioners and 172
active).
On December 31, 2012, PBD plan had nets assets of R$ 1,270 billion (R$ 1,182 billion on
December 31, 2011).
In December 2000, COSIprev plan was created. This plan, similar to USIPREV plan, also
allowed the migration of participants from the former PBD plan in 2001. Approximately 81% of
the participants migrated to COSIprev.

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COSIprev is sponsored by Usiminas, Usiminas Mecnica S.A, Solues em Ao Usiminas S.A.,
Minerao Usiminas and by Previdncia Usiminas in relation to its employees.
On December 31, 2012, COSIprev plan had 4,319 participants, of which 668 retired and
pensioners and 3,651 active (4,670 on December 31, 2011, of which 514 retired and
pensioners and 4,156 active).
On December 31, 2012, COSIprev plan had net assets of R$ 0,525 billion (R$ 0,464 billion on
December 31, 2011).

c) Characteristics of share-based compensation to non-management employees
In 2011 the Annual and Extraordinary General Meeting held on April 14, 2011 approved the
Plan of Options Grant for the Purchase of Shares Issued by the Company. In 2011 and 2012,
the members of the Statutory Board and other Directors of the Company were eligible.
The plan is part of the total compensation strategy of Usiminas, being an important element to
keep the competitiveness of the companys practices before the Market, as well as a tool to
attract and retain key professional for the business.
The general rules of the plan were formally approved by the shareholders. The Board of
Directors and the Committee are advised in operating and technical aspects by the human
resources, legal and financial areas of Usiminas, or by external advisors. Only the Board of
Directors has deliberative powers on the plan, within the limits approved by the shareholders.
All the officers and employees are potentially eligible to the plan. However, those effectively
elected to receive the grants shall be approved by the Board of Directors, from initial
recommendation from the Executive Board to the Human Resources Committee.
The plan has annual option grants (programs), subject to the rules and mainly the authorized
capital (number of shares) by the shareholders. All annual programs shall be previously
approved by the Board of Directors.
The stock options plan grants to the elected employees the right to purchase Usiminas shares
at a determined price (price of the options exercise) and terms (vesting period for the
purchase of shares). The pre-determined price aligns the interest of the shares appreciation
and the terms to release the purchase assure solid decisions in the search for short, medium
and long term results.

14.4 Describe the relations between the issuer and unions
The Companys relationship with the various unions it is linked to is always based on
transparency, respect, ethics and constant dialogue. The Company maintains permanent
dialogue channels, so that possible conflicts are solved on a friendly manner. Monthly meetings
with different representatives in each basis are kept, as a channel to deal with day by day
matters and solve them.
There are five basis dates for negotiation of the collective agreement with the unions: May,
August, September, October and November. It occurs with 12 main unions, linked to 5
different union centrals and in 6 states of the Federation.
Upon these occasions of formal negotiation, Usiminas is signatory of Labor Collective
Agreements, directly negotiated between the Company and the related Professional Unions,

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and also, of Collective Labor Conventions, negotiated between the Employer Unions and the
related Professional Unions.
Always based on the transparence, professionalism and ethics, Usiminas prepared and applies
a Corporate Conduct Code, developed with the involvement of employees, in which it deals
with the Union Participation, with highlight:
a - Usiminas valuates the unions performance with the bodies representing the
interests of its employees.
b The Company recognizes the right of free association of the employees and
respects the participation in unions, with no discrimination in relation to its employees official
members of unions.

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15. Ownership Control

15.1/2. Identify the controlling shareholder, or group of shareholders, indicating with respect to each of them: (a) name; (b)
nationality; (c) Individual Tax Payer Registration Number (CPF) / Corporate Tax Payer Registration Number (CNPJ); (d) number
of shares held by class or type; (e) percentage held with respect to the related class or type; (f) percentage held with respect to
total capital; (g) whether they participate in a shareholders agreement
In table format , list comprising the below information about shareholders, or group of shareholders Who act jointly or
representing the same interest, with equal ownership interest or above 5% of a same class or type of share and which are not
listed in item 15.1:

Shareholder CNPJ Nationality
Partici-
pates in
Share-
holder
Agreemen
t

Controlling
shareholder
Date of
last
change
Common
Shares
%
Participatio
n same type
/ class
Preferred
Shares Class
A
%
Participatio
n same
type /
class
Preferred
Shares Class
B
%
Participatio
n same type
/ class
%
relative
to total
capital
Nippon Usiminas Co. Ltd. 05.527.337/0001-75 Japanese Yes
Yes
09/30/2010 119,969,788 23.74 2,830,832 0.56 0 0.00 12.11
Nippon Steel & Sumitomo Metal Corp 05.473.413/0001-07 Japanese Yes Yes 01/16/2012 27,347,796 5.41 307,926 0.06 0 0.00 2.73
Mitsubishi Corporation do Brasil S/A 61.090.619/0001-29 Brazilian Yes Yes 09/30/2010 7,449,544 1.47 0 0.00 0 0.00 0.73
Metal One Corporation 05.733.199/0001-80 Japanese Yes Yes 09/30/2010 759,248 0.15 0 0.00 0 0.00 0.07
Confab Industrial S.A. 60.882.628/0001-90 Brazilian Yes Yes 01/16/2012 25,000,000 4.95 0 0.00 0 0.00 2.47
Prosid Investiments S.C.A 14.759.342/0001-02 Uruguayan Yes Yes 01/16/2012 20,000,000 3.96 0 0.00 0 0.00 1.97
Siderar S.A.I.C 05.722.544/0001-80 Argentina Yes Yes 01/16/2012 10,000,000 1.98 0 0.00 0 0.00 0.99
Ternium Investiments S.r.l 12.659.927/0001-17 Luxembourg Yes Yes 01/16/2012 84,741,291 16.77 0 0.00 0 0.00 8.36
Previdncia Usiminas 16.619.488/0001-70 Brazilian Yes Yes 01/16/2012 34,109,762 6.75 0 0.00 0 0.00 3.36
Caixa de Previdncia dos Funcionrios
do Banco do Brasil 33.754.482/0001-24 Brazilian No
No
01/12/2012 52,966,590 10.48

6,508,550 1.28 0 0.00 5.87
Companhia Siderrgica Nacional - CSN 33.042.730/0001-04 Brazilian No No 11/21/2011 58,929,900 11.66 102,395,700 20.14 0 0.00 15.91
Gerao Futuro Corretora de Valores
S.A. 27.652.684/0001-62 Brazilian
No No
03/21/2012 16,200 0.00 27,548,090 5.42 0 0.00 2.73
Dimensional Fund Advisors LP - North-American No No 09/23/2013 4,157,879 0.82 25,479,975 5.01 0 0.00 2.92
Treasury shares - - - - 12/21/2012 2,526,654 0.50 24,060,356 4.73 0 0.00 2.62
Other - - - - 09/23/2013 57,286,032 11.36 319,308,473 62.80 85,604 100.00 37.16
Total 505,260,684 100 508,439,902 100 85,604 100.00 100

The above table presents total shares linked and not linked to the controlling block of the Company.
CSN has its political rights suspended under CADE's decision on injunction, issued in 2012.

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(h) If the shareholder is a legal entity, provide a list containing the information mentioned in
sub items a and d on its direct and indirect controllers, even if they are individuals, even
though this information is treated as confidential because of the legal nature of the business or
by the legislation of the country where the shareholder or controller was incorporated
Nippon Usiminas CO., LTD.
Shares in units
Base date: 12/31/2012
Shareholder Nationality CNPJ
Common Shares Total
Quantity % Quantity %
Nippon Steel & Sumitomo Metal
Corporation - NSSMC
Japanese Not registered
300,914 100.00 300,914 100.00
Total 300,914 100.00 300,914 100.00

Nippon Steel & Sumitomo Metal Corporation (NSSMC), is a publicly held company, listed on the
Tokyo Stock Exchange Japan. It is the company that controls the Nippon Steel Group that has
steelmaking as its principal business in addition to operating in the Engineering, Construction,
Chemical, Systems Technology and other sectors through various other subsidiaries. The principal
shareholders of the Nippon Steel Corporation are the following:
Principal 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 Brasil S.A.s principal shareholders are Mitsubishi Corporation, with
an 83.18% ownership interest in its share capital, and Mitsubishi International Corporation
North America, with a 16.82% ownership interest in its share capital. Mitsubishi International
Corporation North Americas principal and only shareholder is Mitsubishi Corporation with
100% of its share capital.

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Metal One Corporation
SHARES IN UNITS
BASE DATE: 12/31/2012
Shareholder
Nationality CNPJ
Common Shares Total
Quantity % Quantity %
Mitsubishi Corporation Japanese Not registered 1,200,000 60.00 1,200,000 60.00
Sojitz Corporation Japanese Not registered 800,000 40.00 800,000 40.00
Total 2,000,000 100.00 2,000,000 100.00

The main shareholders of Mitsubishi Corporation are listed above. Sojitz Corporation main
shareholders are:

Principal 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., as 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 joint stock company, and its main shareholders are Tenaris
Investments S. rl., Luxembourg company, with approximately 58.09% of shares issued by
Confab Industrial S.A., and Siderca S.A.I.C., Argentine company, which owns approximately
41.91% of shares issued by Confab Industrial S.A.
Siderca S.A.I.C. is an Argentine joint stock company, and its main shareholders are Tenaris
Investments S. rl., Luxembourg company, and Tenaris Global Services S.A., Uruguayan
company, both wholly owned subsidiaries of Tenaris S.A., which own approximately 97.49%
and 2.50%, respectively, of the shares issued by Siderca S.A.I.C.
Tenaris S.A. is a publicly held company, listed in New York Stock Exchange (NYSE) United
States of America, in Buenos Aires Stock Exchange Argentina, in Milan Stock Exchange
(MTA) Italy, and in Mexico Stock Exchange Mexico. Tenaris S.A. is the parent company of
Tenaris Group, which, through different subsidiaries, has as its main business the production
and supply of steel pipes and the provision of services to the world energetic industry, as well
as for certain industrial applications.

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Tenaris S.A. is controlled by San Faustin S.A., Luxembourg joint stock company (San
Faustin), which indirectly holds, through its Luxembourg wholly owned subsidiary Techint
Holdings S. r.l., approximately 60.5% of the shares issued by Tenaris S.A.
Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, a Dutch private
foundation (RP STAK), owns shares issued by San Faustin in sufficient number to control San
Faustin.
No person or group of persons controls RP STAK.

Prosid Investments S.C.A. CNPJ 14.759.342/0001-02
Prosid Investments S.C.A. is an Uruguayan company and its main shareholder is Siderar
S.A.I.C. with 99.99% of interest in the capital share. The main shareholders of Siderar S.A.I.C.
are listed below.

Siderar S.A.I.C. CNPJ 05.722.544/0001-80
Siderar S.A.I.C. is an Argentine publicly held joint stock company, listed in Buenos Aires
Argentina Stock Exchange. Siderar S.A.I.C. main shareholders are Ternium Internacional
Espaa, S.L.U., Spanish wholly owned subsidiary of Ternium S.A., which owns approximately
60.94% of the shares issued by Siderar S.A.I.C., and Administracin Nacional de la Seguridad
Social (ANSeS), Argentine government entity, which owns approximately 26.03% of the shares
issued by Siderar S.A.I.C. Ternium S.A. control is detailed below.

Ternium Investments S. r.l. CNPJ 12.659.927/ 0001-17
Ternium Investments S. r.l. is a Luxembourg limited liability company and its only partner is
Ternium S.A. with 100% of interest in its capital share.
Ternium S.A. is a publicly held company, listed in New York Stock Exchange (NYSE) United
States of America. Ternium S.A. is the parent company of Ternium Group, which through
different subsidiaries has as its main business the production of flat and long steel, with
production centers located in Argentina, Colombia, United States of America, Guatemala and
Mexico.
Ternium S.A. is controlled by San Faustin, which indirectly holds, through its Luxembourg
wholly owned subsidiary Techint Holdings S. r.l., approximately 73.48% of the shares issued
by Ternium S.A. (includes an interest of 11.46% through Tenaris Investments Sa r.l.), and
approximately 2.08% of the shares issued by Ternium S.A. are held by Ternium S.A. itself
through a wholly-owned subsidiary).
RP STAK owns shares issued by San Faustin in sufficient number to control San Faustin.
No person or group of persons controls RP STAK.

Previdncia Usiminas
The Usiminas employees pension fund, established and organized according to the Laws of the
Federative Republic of Brazil.

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15.3 In a table, describe the distribution of capital, as determined in the last Annual
Shareholders Meeting:
In Units
Date of the last
meeting

Quantity of
shareholders
individual

Quantity of
shareholders
legal entity

Quantity of
institutional
investors
04/16/2013

45,296

637

773
Outstanding shares

Outstanding shares corresponding to all the issuers shares except for the ones held by the
controller, related people, officers of the issuer and shares held in treasury.

Quantity %
Shares

Common 173,356,454 34.31%
Preferred 481,155,112 94.62%
Preferred Class A 481,069,318 94.62%
Preferred Class B 85,794 100.00%

Total 654,511,566 64.56%

15.4. Should the issuer wish to, insert an organization chart of the issuers
shareholders, identifying all direct and indirect controllers as well as the
shareholders who have an interest equal to or higher than 5% in a class or type of
shares, provided that it is compatible with the information presented on items 15.1
and 15.2
The Company exercises its right to not present the organization chart of its shareholders.

15.5 With respect to any shareholders agreement filed at the issuers head office or
to which the controller is a party that regulates the exercise of voting rights or the
transfer of shares issued by the Company, indicate:

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, 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. (NU, and, together

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with Metal One, Mitsubishi and NSSMC, NSSMC Group), and, as consenting party, Usinas
Siderrgicas de Minas Gerais S.A. USIMINAS (Usiminas and Shareholders Agreement).

b) Date of Execution
January 16, 2012.

c) Term of validity
The Shareholders Agreement shall be effective until November 6, 2031 (Termination Date),
subject to renewals for successive 5 (five) years, unless shareholders representing more than
10% (ten per cent) of all shares linked to the Shareholders Agreement (Linked Shares)
notify in writing about their choice of not renewing this Agreement, with previous notice of at
least 180 (one hundred and eighty) days from the Termination Date or from the termination
date of any additional subsequent period.
Without prejudice of the above mentioned provisions, as from November 6, 2016, CEU, by
means of delivery to all the signatories of the Shareholders Agreement and to Usiminas of
previous notice in writing in this sense shall have the option (but not the obligation) of, subject
to the terms and conditions set forth in the Shareholders Agreement, disentail all (but not less
than all) his Shares Linked to such document.

d) Description of the clauses related to the exercise of voting rights and control
The Shareholders Agreement sets forth the previous meeting among the representatives of
their parties to determine the positioning to be manifested in the General Meetings or in
Usiminas Board of Directors Meetings (Previous Meeting). The issues submitted to the
Previous Meeting are subject to the approval of shareholders owning, in total, not less than
65% (sixty five per cent) of the total number of Linked Shares (Ordinary Resolution), and
issues submitted to the Previous Meeting, as set forth in the Shareholders Agreement, can
only be approved through affirmative vote of shareholders representing, in total, at least 90%
(ninety per cent) of the total number of Linked Shares.
e) Description of the clauses related to the appointment of the administrators
The Shareholders Agreement presents the following provisions related to the appointment of
Usiminas administrators:
(i) Board of Directors: While NSSMC Group and Ternium/Tenaris Group own at least 25%
(twenty five percent) of total number of Linked Shares each, (i) NSSMC and Ternium/Tenaris
Group shall appoint, together, most of the Board of Directors members (i.e., not less than half
plus one of total number of the Board of Directors members to be elected by the shareholders
at General Meeting) and their related alternates, and (ii) NSSMC and Ternium/Tenaris Group,
shall appoint, individually, equal number of the Board of Directors members (and their related
alternates); provided that NSSMC and Ternium/Tenaris Group, appoint, in any case, not less
than 3 (three) members of the Board of Directors (and their related alternates) each; and
further, subject to, that all the members of the Board of Directors appointed by NSSMC shall
include (and shall not be added to) the member that NU is entitled to elect in accordance with
article 27 of Usiminas By Laws.

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In addition, while Previdncia Usiminas owns 10% (ten per cent) or more of the total number
of Linked Shares and (b) no person or group of persons entitled to elect on member of the
Board of Directors in accordance with 1, article 12 of Usiminas By Laws has exercised (or has
presented appointment in writing that intends to exercise) such right at General Meeting in
which the members of the Board of Directors shall be elected, then CEU shall appoint 2 (two)
members of the Board of Directors (and their related alternates). If, however, any person or
group of persons has elected (or has presented appointment in writing that intends to elect)
one member of the Board of Directors based on 1, article 12 of By Laws, then CEU, shall
appoint 1 (one) member of the Board of Directors (and his related alternate). Nothing shall
prevent CEU from representing Usiminas employees or from electing one member of the Board
of Directors on its behalf; except for, however, that the member(s) appointed by CEU shall
comprise and not be added to any member which CEU appoints on behalf of Usiminas
employees.
The appointment of the Chairman of the Board of Directors shall be approved at Previous
Meeting, by Ordinary Resolution, among the individuals appointed to be elected members of
the Board of Directors.
(ii) Executive Board: NSSMC and Ternium/Tenaris Group shall be entitled to appoint by
agreement the Director-President of Usiminas, who, on his turn, shall appoint the other
members of the Board for the same mandate (and the election of these members shall be
approved at Previous Meeting by Ordinary Resolution), bearing in mind that NSSMC and
Ternium shall be entitled to, each one, appoint 1 (one) member of the Executive Board (whose
election shall be subject to approval at Previous Meeting).

f) Describe the clauses related to the transfer of shares and the preemptive right to purchase
them
If any shareholder belonging to NSSMC Group, Ternium/Tenaris Group or CEU Group intends in
good Faith to, and receive an offer in writing to, transfer the totality or any part of his Linked
Shares to a third party (i.e. a person who is not affiliated to such shareholder and who does
not belong to the same group of such shareholder), the mechanism to offer the preemptive
right, as set forth in the Shareholders Agreement, shall be observed. In addition, in the event
of a change in control or bankruptcy (according to the definition of such terms in the
Shareholders Agreement) in relation to one of the signatories of such agreement, unless the
other signatories differently agree in writing within 30 (thirty) days following the date in which
these have been noticed of the occurrence of such events, the provisions related to the
mechanism of preemptive rights shall be applied mutatis mutandis.

g) Description of the clauses that restrict or condition the voting rights of the members of the
Board of Directors
The mechanism of previous meeting described in the item Description of the clauses related to
the exercise of voting rights and control (15.5.1 (d)) above is applicable in relation to the
Meetings of Usiminas Board of Directors.

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II Shareholders Agreement of Ternium/Tenaris Group

a) Parties
Confab, Prosid, Siderar and Ternium Investments

b) Date of Execution
January 16, 2012.

c) Term of validity
The Shareholders Agreement of T/T Group shall be effective for the period during which the
Parties to such agreement remain Usiminas shareholders.

d) Description of the clauses related to the exercise of voting rights and control
The Shareholders Agreement of T/T Group sets forth the previous meeting between the
representatives of its parties to determine the vote of T/T Group in Previous Meeting held on
account of the provisions of the Shareholders Agreement described in item 15.5.1 above
(hereinafter Usiminas Shareholders Agreement). In addition, the quorums and limitations of
vote in Previous Meeting included in Usiminas Shareholders Agreement are applicable, in what
is feasible, to the Shareholders Agreement of T/T Group. Finally, the Shareholders Agreement
of T/T Group contemplates that the parties shall negotiate in good Faith and shall endeavor to
attain consensus should any Project or operation to be voted in the scope of the Shareholders
Agreement of T/T Group and of Usiminas Shareholders Agreement result (if approved) in loss
to any of the parties.

e) Description of the clauses related to the appointment of the administrators
The Shareholders Agreement of T/T Group presents the following provisions related to the
appointment of Usiminas administrators:
(i) Board of Directors: The Shareholders Agreement of T/T Group sets forth that, (A) Confab
shall be entitled to appoint 1 (one) member to Usiminas Board of Directors, (B) Siderar and
Ternium Investments shall be entitled to appoint, in consensus, 1 (one) member to Usiminas
Board of Directors and (C) a Ternium Investments shall be entitled to appoint the other
members of the Board of Directors to be appointed by T/T Group pursuant to Usiminas
Shareholders Agreement.
(ii) Fiscal Council: Ternium Investments shall be entitled to appoint the members of the Fiscal
Council whose appointment is of T/T Group pursuant to Usiminas Shareholders Agreement,
and Confab and Siderar shall have a veto right in relation to such appointment.

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(iii)Executive Board: In the event of T/T Group be entitled to appoint the Director President of
Usiminas by consensus with Nippon Steel & Sumitomo Metal Corporation, such appointment
shall be carried out by Ternium Investments.

f) Describe the clauses related to the transfer of shares and the preemptive right to purchase
them
The Shareholders Agreement of T/T Group presents the following provisions related to the
transfer of Usiminas shares by the members of T/T Group:
(i) Sales Options: according to the Shareholders Agreement of T/T Group, should a change in
control occur in relation to Ternium Investments, Confab and Siderar shall have the option of
selling the totality of their Usiminas shares to Ternium Investments during the 24 (twenty
four) months after the occurrence of such change in control and for a price per share
equivalent to the weighted average by volume of trading, of the closing quotations of the last
12 months at BM&FBovespa immediately prior to the date in which the change in control has
occurred, plus a premium on said average established in the agreement.
(ii) Tag Along: the Shareholders Agreement of T/T Group also sets forth that, should Ternium
Investments wish to sell its Usiminas shares to any person that is not 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 in the other terms and conditions applicable
to Ternium Investments.

g) Description of the clauses that restrict or condition the voting rights of the members of the
Board of Directors
The mechanism of previous meeting among the representatives of T-T Group described in the
item Description of the clauses related to the exercise of voting rights and control above is
applicable in relation to the Meetings of Usiminas Board of Directors.

15.6. Indicate relevant changes in the ownership interests of the issuers control
group and administrators
In the beginning of 2010 shareholder Camargo Corra S.A. acquired the totality of the shares
held by Camargo Corra Cimentos S.A., which, due to this transaction, ceased being a
shareholder in the Companys control group.
In the beginning of 2011 shareholder Votorantim Industrial S.A. acquired the totality of the
shares held by Votorantim Participaes S.A. and Votorantim Siderurgia Participaes S.A.,
due to this transaction, ceased being a shareholder in the Companys control group.
On January 16, 2012, as disclosed by the Company in Material Fact, T/T Group acquired the
common shares issued by the Company previously held by V/C Group and part of the common
shares held by Previdncia Usiminas, totaling approximately 27.66% of Usiminas common
shares, which correspond to approximately 13.78% of Usiminas capital share for the price of
R$ 36.00 per share, totaling the amount of R$ 5,030,686,656.00. Also, the shareholder Nippon

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Steel & Sumitomo Metal Corporation acquired from Previdncia Usiminas approximately 1.69%
of Usiminas common shares, corresponding to approximately 0.84% of total capital share, for
the price of R$ 36.00 per share, totaling the amount of R$ 306,987,840.00.

The composition of the control group on the closing dates of the last 3 fiscal years was the
following:

There is no other information deemed relevant.

16. Transactions with related parties

16.1. Describe the issuers rules, policies and practices regarding the carrying out of
transactions with related parties, as determined by the accounting rules that address
the matter
The Company adopts practices of corporate governance and those recommended and/or
required by legislation, including those provided for in BM&FBOVESPAs Level 1 Regulations of
Differentiated Practices of Corporate Governance.
Besides the obligations required by law, the Company adopts specific procedures for
undertaking transactions with related parties. In accordance with the Company By Laws, the
Board of Directors is responsible for approving any business or operation involving, on one
Shareholder
Number
Of Linked
Shares
Percentage in
Total Common
Shares
Percentage
Total Shares
Number
Of Linked
Shares
Percentage in
Total Common
Shares
Percentage
Total Shares
Number

Of Linked
Shares
Percentage in
Total Common
Shares
Percentage Total
Shares
Nippon Usiminas 119.969.788 23,74% 11,83% 119.969.788 23,74% 11,83% 119.969.788 23,74% 11,83%
Nippon Steel Corporation 12.093.756 2,39% 1,19% 20.621.196 4,08% 1,19% 20.621.196 4,08% 1,19%
Mitsubishi Corporation do Brasil S/A 7.449.544 1,47% 0,73% 7.449.544 1,47% 0,73% 7.449.544 1,47% 0,73%
Metal One 759.248 0,15% 0,07% 759.248 0,15% 0,07% 759.248 0,15% 0,07%
Grupo Nippon 140.272.336 27,75% 13,84% 148.799.776 29,45% 13,84% 148.799.776 29,45% 13,84%
Votornatim Participaes S/A 26.660.054 5,28% 2,63% - - - - - -
Votorantim Siderurgia Participaes S/A 38.946.876 7,71% 3,84% - - - - - -
Camargo Corra S/A 43.998.942 8,71% 4,34% - - - - - -
Camargo Corra Cimentos S/A - - - - - - - - -
Construes e Com. Camargo Corra S/A 14.421.368 2,85% 1,42% - - - - - -
Camargo Corra Investimentos em Estrut. S/A 7.186.616 1,42% 0,71% - - - - - -
Grupo V/C 131.213.856 25,97% 12,94% - - - - - -
Confab Industrial S.A - - - 25.000.000 4,95% 2,47% 25.000.000 4,95% 2,47%
Prosid Investments S.C.A - - - 20.000.000 3,96% 1,97% 20.000.000 3,96% 1,97%
Siderar S.A.I.C - - - 10.000.000 1,98% 0,99% 10.000.000 1,98% 0,99%
Ternium Investments S.r.I - - - 84.741.296 16,77% 8,36% 84.741.296 16,77% 8,36%
Ternium/ Techint - - - 139.741.296 27,66% 13,78% 139.741.296 27,66% 13,78%
Previdncia Usiminas 51.164.642 10,13% 5,05% 34.109.762 6,75% 3,36% 34.109.762 6,75% 3,36%
Previdncia Usiminas 51.164.642 10,13% 5,05% 34.109.762 6,75% 3,36% 34.109.762 6,75% 3,36%
Total 322.650.834 63,86% 31,83% 322.650.834 63,86% 31,83% 322.650.834 63,86% 31,83%
2010 2011 2012
Controling Group

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hand, the Company or companies controlled by it, and on the other hand, Related Parties.
Further, if the Related Party is a member of the Board of Directors or shareholder with any
relationship with any member of the Board of Directors, this one cannot participate of the
resolution relating to the business or operation in question, and this circumstance should be
indicated in the minutes of the Board of Directors meeting. For By Law purposes, related
parties are, a) any Company shareholder integrating the controlling group who owns shares
representing more than 5% (five per cent) of the voting or total capital; b) any member of the
Company management, effective or alternate, or of the shareholders mentioned in item a
above, as well as their related spouses and relatives up to the second degree; and c) any
subsidiary, parent companies , associated companies or under jointly control of any of the
persons mentioned in items a and b above.
By Laws also set forth that it is prohibited the assignment of loans, by the Company to its
members of management, to the integrant of the controlling group or to any person, directly
or indirectly related to them.
In accordance with the Internal Rules of the Companys Board of Directors, in the event of a
conflict of interest the board members should: (i) proclaim such conflict; (ii) abstain from
participating, discussing and voting on the matter; (iii) have the conflict documented in the
minutes of the respective meeting.
In addition, the board members are prohibited from: (i) performing any gratuitous act using
assets of the company, in detriment to the company; (ii) receive, on account of their position,
any type of direct or indirect personal advantage from third parties, without the authorization
contained in the respective by-law or granted by a shareholders general meeting; (iii) interfere
in any social transaction in which there is a conflict of interest with the company, or in the
deliberations of the other members on the matter.

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16.2. Inform, with respect to transactions with related parties that, according to accounting rules, should be disclosed in the
issuers individual or consolidated financial statements and that have been entered into in the last 3 fiscal years or that are in
effect in the current year
Name of the Related Party
Relation-ship of
the Party with
the Company
Date of the
Transaction Objective of the Contract
Amount Involved (in
reais, except where
indicated) Existent balance Related Partys Amount Guarantees and Insurance Due Date Termination or Extinction Nature and Reason Interest Rate
AUTOMOTIVA USIMINAS S/A Subsidiary 01/01/2011 Sale of Steel products 114,087,000,00 0,00 114,087,000,00 None 12/31/2011 None
Not a loan or guarantee
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
AUTOMOTIVA USIMINAS S/A Subsidiary 01/01/2013 Sale of Steel products 16.813,000,00 0,00 16.813,000,00 None 03/31/2013 None
transaction.
Not a loan or
guarantee
transaction.
CODEME ENGENHARIA S/A Associated 01/01/2010 Sale of Steel products 49,847,000,00 0,00 49,847,000,00 None 12/31/2010 None
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
CODEME ENGENHARIA S/A Associated 01/01/2013 Sale of Steel products 11.294,000,00 0,00 11.294,000,00 None
03/31/2013
None
transaction.
Not a loan or
guarantee
transaction.
COMPANHIA SIDERRGICA NAC
Non
controlling
shareholder 12/26/2007 Iron ore CASA DE PEDRA 946,825,200,00 0,00 946,825,200,00 None 12/31/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.

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Non
controlling
shareholder 05/02/2012 Payment port service fee 65,000,000,00 47,122,329,14 65,000,000,00 None 05/01/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
shareholder 03/15/2011 Ore shipment 21,500,000,00 0,00 21,500,000,00 None 03/15/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
shareholder 01/05/2012 Ore shipment 15,035,967,27 0,00 15,035,967,27 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
12/10/2010 Iron ore CASA DE PEDRA 10,000,000,00 0,00 10,000,000,00 None 01/30/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.

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shareholder
CONFAB INDUSTRIAL S A
Non
controlling
shareholder 01/01/2012 Sale of Steel products 447,295,000,00 0,00 447,295,000,00 None 12/31/2012 None
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
shareholder 01/01/2013 Sale of Steel products 68.121,000,00 0,00 68.121,000,00 None 03/31/2013 None
transaction.
Not a loan or
guarantee
transaction.
Non
controlling
shareholder 03/02/2012 Ore pipeline 8" 12,381,455,00 0,00 12,381,455,00 None 09/30/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
COSIPA COMMERCIAL Subsidiary 06/14/2006 Loan agreement 467,400,000,00 467,400,000,00 467,400,000,00 None 06/14/2016 Contractual default Working Capital 4.275% p.a.
COSIPA OVERSEAS LTD. Subsidiary 01/01/2010 Sale of Steel products 701,751,000,00 0,00 701,751,000,00 None 12/31/2010 None
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
COSIPA OVERSEAS LTD. Subsidiary 01/01/2013 Sale of Steel products 71.742,000,00 0,00 71.742,000,00 None 03/31/2013 None
transaction.
Not a loan or
guarantee
transaction.
COSIPA OVERSEAS LTD. Subsidiary 05/11/2000 Loan agreement 75,376,000,00 36,065,000,00 75,376,000,00 None 01/15/2012 Contractual default Working Capital
1.75% and
2.50% + Libor
p.a.
FASAL TRADING CORPORATION Subsidiary 01/01/2010 Sale of Steel products 122,743,000,00 0,00 122,743,000,00 None 12/31/2010 None
transaction.
Not a loan or
guarantee
transaction.
FASAL TRADING CORPORATION Subsidiary 01/01/2011 Sale of Steel products 84,818,000,00 0,00 84,818,000,00 None 12/31/2011 None
transaction.
Not a loan or
guarantee
transaction.
METAL ONE CORPORATION Subsidiary 12/09/2010
hot GALV coil
0,50MMX1200MMXC
SIDERAR 10.223.110,00 10.223.110,00 10.223.110,00 None 01/31/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
hot GALV coil
1,95X1200MMXC LGP1 22,989,375,00 0,00 22,989,375,00 None 05/31/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
hot GALV coil
0,50MMX1200MMXC NSGC 21,814,362,50 0,00 21,814,362,50 None 06/30/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
METAL ONE CORPORATION Subsidiary 0419//2010
hot GALV coil
0,50MMX1000MMXC LGP1 20,435,000,00 0,00 20,435,000,00 None 06/18/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.

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METFORM S/A Associated 01/01/2012 Sale of Steel products 21,465,000,00 0,00 21,465,000,00 None 12/31/2012 None
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
MINERACAO USIMINAS S A Subsidiary 06/29/2011 Thin iron ore MUSA 3,000,000,003,00 0,00 3,000,000,003,00 None 10/30/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MINERACAO USIMINAS S A Subsidiary 07/14/2010 Thin iron ore MUSA 338,800,000,00 0,00 338,800,000,00 None 01/02/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MINERACAO USIMINAS S A Subsidiary 12/14/2012
GANULATED IRON ORE
MUSA 328,432,792,60 328,432,792,60 328,432,792,60 None 12/31/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
HEAVY GANULATED IRON
ORE MUSA 306,192,000,00 0,00 306,192,000,00 None 02/01/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
MINERACAO USIMINAS S A Subsidiary 10/01/2012 Thin iron ore MUSA - TCS 163,340,292,10 55,832,867,61 163,340,292,10 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction. Not a loan or
guarantee

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transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
MINERACAO USIMINAS S A Subsidiary 12/19/2012 Thin iron ore MUSA 64,417,500,00 64,417,500,00 64,417,500,00 None 01/31/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
GANULATED IRON ORE
MUSA MODAL 59,011,300,00 17,962,147,93 59,011,300,00 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
MINERACAO USIMINAS S A Subsidiary 08/31/2012 Thin iron ore MUSA TCS 47,542,275,00 0,00 47,542,275,00 None 09/30/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.

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transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
MINERACAO USIMINAS S A Subsidiary 08/30/2012 Iron ore PELLET MUSA 10,848,598,48 0,00 10,848,598,48 None 09/30/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MINERAO USIMINAS S.A. Subsidiary 07/13/2010
transaction.
Not a loan or
guarantee
transaction.
MINERAO USIMINAS S.A. Subsidiary 07/13/2010
transaction.
Not a loan or
guarantee
transaction.
MINERAO USIMINAS S.A. Associated 01/02/2012
Road transportation of thick
and thin granulated iron
ore, SINTER FEED, PELLET
FEED and natural SINTER 12,000,000,00 0,00 12,000,000,00
Insurance of national
road transpiration -
TRN and RCTR-C
contracting
responsibility 03/30/2013 None
transaction.
Not a loan or
guarantee
transaction.
MITSUBISHI CORPORATION Controller 02/12/2008 Hot strip mill N2 1,184,786,527,50 109,807,313,09 1,184,786,527,50 None 06/30/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MITSUBISHI CORPORATION Controller 02/18/2010
ROUGHER MILL EQUIPMENT
FOR PLATE MILL 214,316,798,90 0,00 214,316,798,90 None 03/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
Supervision LUMP SUM
assembly 48,300,039,76 3,959,352,29 48,300,039,76 None 05/31/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
FOREIGN COMMISSIONING
SUPERVISION 8,427,716,00 0,00 8,427,716,00 None 03/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MITSUBISHI CORPORATION Controller 03/25/2008 Hot strip mill N2 33,455,364,60 33,455,364,60 33,455,364,60 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MITSUBISHI CORPORATION DO Controller 03/25/2008 EQUIPMENT 132,617,000,00 132,617,000,00 132,617,000,00 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.

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MODAL TERMINAL DE GRANEIS
Jointly
controlled
subsidiary 12/31/2009
MOVE OF ORE TERMINAL
YARD 27,281,600,00 8,525,194,49 27,281,600,00 None 06/30/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MRS LOGISTICA S/A Associated 04/01/2010
FREIGHT RAILWAY SUPPLY
INDUSTRIALIZATION 75,000,000,00 29,398,353,19 75,000,000,00 None 03/31/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MRS LOGISTICA S/A Associated 05/12/2008
SUPP FREIGHT SUPPLY
INDUSTRIALIZED IRON 47,000,000,00 0,00 47,000,000,00 None 12/31/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MRS LOGSTICA S/A Associated 01/11/2006 DIRECT TFA -PIAAGUERA 1,279,024,636,00 0,00 1,279,024,636,00 None 05/10/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MRS LOGSTICA S/A Associated 01/01/2011
INDUSTRIALIZATION 1,071,819,600,00 778,942,366,67 1,071,819,600,00 None 11/30/2026 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
INDUSTRIALIZATION 371,816,984,00 0,00 371,816,984,00 None 05/10/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
Supp freight drainage iron
consumption 269,995,881,00 0,00 269,995,881,00 None 12/21/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
MRS LOGSTICA S/A Associated 08/01/2010 RAILWAY DRAINAGE 240,000,000,00 123,608,114,07 240,000,000,00 None 07/31/2015 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
MRS LOGSTICA S/A Associated 08/01/2010 Drainage freight 94,000,000,00 57,299,472,82 94,000,000,00 None 07/31/2015 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
FREIGHT RAILWAY
STORAGE
INDUSTRIALIZATION 84,000,000,00 75,804,663,97 84,000,000,00 None 11/30/2026 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
Drainage freight contract
determination 78,624,000,00 78,624,000,00 78,624,000,00 None 11/30/2026 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
Railway transp. Steel
product 41,800,000,00 0,00 41,800,000,00 None 12/31/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MRS LOGSTICA S/A Associated 11/01/2004 Railway transp. Of laminated 24,800,000,00 0,00 24,800,000,00 None 12/31/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
guarantee

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transaction.
determination 16,800,000,00 0,00 16,800,000,00 None 12/31/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.

NIPPON STEEL & SUMITOMO
METAL CORPORATION Controller 05/24/2010 FEE - PLANT 1 - TA VII 25,516,201,65 13,965,122,98 25,516,201,65 None 05/23/2014 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
METAL CORPORATION Controller 01/31/2005
TRANSFER OF
TECHNOLOGY 22,807,635,18 0,00 22,807,635,18 None 06/30/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
METAL CORPORATION Controller 02/17/2009 ADVISORY IPA EXPANSION 16,557,918,78 0,00 16,557,918,78 None 10/06/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
METAL CORPORATION Controller 03/24/2009 DOCUMENTS - CLC IPA 16,164,962,91 4,826,464,27 16,164,962,91 None 03/24/2019 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
ADVISORY CUB
EXPANSION 10,400,607,22 0,00 10,400,607,22 None 10/15/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
METAL CORPORATION Controller 03/23/2009 ROYALTY - CLC IPA 367,830,000,00 367,830,000,00 367,830,000,00 None 03/23/2027 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SALE OF STEEL PRODUCTS
AND SHIPMENT SERVICE 72,935,000,00 0,00 72,935,000,00 None 12/31/2010 None
transaction.
Not a loan or
guarantee
transaction.
NIPPON STEEL ENGINEERING Controller 08/07/2008
HOT GALVANIZATION
LINE 593,000,000,00 0,00 593,000,000,00 None 12/30/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
ACCELERATED PLATE
COOLING SYSTEM 197,146,984,12 0,00 197,146,984,12 None 06/30/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
NO. 3 RH VACUUM
DEGASSING UNIT 38,245,653,60 0,00 38,245,653,60 None 12/31/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
COOLING PLATE
JBXX0650000056 23,843,344,00 0,00 23,843,344,00 None 04/30/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SUPERVISION OF
ASSEMBLY AND
COMIMSSIONING 23,720,000,00 1,079,260,00 23,720,000,00 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SUPERVISION
ACCELERATED COOLING
CLC 12,386,646,54 0,00 12,386,646,54 None 06/30/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
NIPPON STEEL ENGINEERING
Controller
11/28/201

STAVE COOLER LINE S2 OF
AF2 4,357,364.00 4,357,364.00 4,357,364.00 None 12/31/2012 Not a loan or guarantee transaction.
guarantee

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11/28/2012 transaction.
NIPPON USIMINAS Controller 05/28/2007 LOAN AGREEMENT 417,888,000,00 371,324,000,00 417,888,000,00
Mortgage coke plant in
Ipatinga 03/27/2017 Contractual default
PPE (financing of
investment in coke
plant in Ipatinga)
1,23% and
0,83% + Libor
p.a.
NIPPON USIMINAS Controller 01/31/2006 LOAN AGREEMENT 168,200,000,00 126,459,000,00 168,200,000,00
Mortgage Thermo
electrical in Ipatinga 01/16/2016 Contractual default
PPE (financing of
investment in thermo
electrical in Ipatinga)
1,475% and
2,35% + Libor
p.a.
RIOS UNIDOS LOGIST TRANSP Subsidiary 06/26/2009
determination 47,477,534,31 0,00 47,477,534,31 None 07/28/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
RIOS UNIDOS LOGIST TRANSP Subsidiary 03/01/2012 Drainage freight 12,000,000,00 11,526,312,21 12,000,000,00 None 03/31/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
RIOS UNIDOS LOGISTICA E Subsidiary 07/28/2009
FREIGHT ROAD
INDUSTRIALIZED SUPPLY 95,427,307,20 10,494,541,23 95,427,307,20 None 09/27/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
RIOS UNIDOS LOGISTICA E Subsidiary 04/07/2009 Service rendering 26,295,085,51 3,259,160,37 26,295,085,51 None 03/30/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
RIOS UNIDOS LOGISTICA E Subsidiary 01/01/2012 MOVEMENT - PORT 24,769,846,47 22,341,367,47 24,769,846,47 None 12/31/2014 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
RIOS UNIDOS LOGISTICA E Subsidiary 12/17/2010 ROAD DRAINAGE FREIGHT 13,860,000,00 0,00 13,860,000,00 None 10/04/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
RIOS UNIDOS LOGISTICA E Subsidiary 08/01/2010
TRANSHIPMENT
RESOURCES 10,227,280,00 0,00 10,227,280,00 None 12/31/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SIDERAR S A I C Controller 01/01/2012 Sale of Steel products 76,994,000,00 0,00 76,994,000,00 None 12/31/2012 None
transaction.
Not a loan or
guarantee
transaction.
SOLUCOES EM ACO USIMINAS Subsidiary 01/01/2010 Sale of Steel products 2,046,284,000,00 0,00 2,046,284,000,00 None 12/31/2010 None
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.

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SOLUCOES EM ACO USIMINAS Subsidiary 01/01/2013 Sale of Steel products 478.861,000,00 0,00 478.861,000,00 None 03/31/2013 None
transaction.
Not a loan or
guarantee
transaction.
SOLUCOES EM ACO USIMINAS Associated 08/05/2011
ROAD TRANSPORT.
SERVICES OF PRODUCTS
MANUFACTURED BY THE
CONTRACTING 58,324,112,22 0,00 58,324,112,22
The transported load is
under coverage of the
insurance company Sul
Amrica 08/05/2014 None
transaction.
Not a loan or
guarantee
transaction.
SOLUCOES EM ACO USIMINAS Subsidiary 08/01/2009 BLANK IRREGULAR 42,778,303,26 3,270,439,03 42,778,303,26 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SOLUCOES EM ACO USIMINAS Subsidiary 09/26/2012 BLANK IRREGULAR 18,333,793,00 16,019,727,04 18,333,793,00 None 12/31/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
TERMINAL DE CARGAS DE SAR Associated 09/01/2011
MOVEMENT OF ORE TER.
YARD TCS 91,443,200,00 68,100,052,87 91,443,200,00 None 08/31/2015 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
TERMINAL DE CARGAS DE SAR Associated 11/25/2008
MOVEMENT OF ORE
TERMINAL YARD 51,960,000,00 0,00 51,960,000,00 None 09/06/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
TERNIUM INTERNACIONAL Associated 01/01/2012 Sale of Steel products 65,211,000.00 0,00 65,211,000.00 None 12/31/2012 None
transaction.
Not a loan or
guarantee
transaction.
TERNIUM INTERNACIONAL
ESPAA Associated 01/01/2012 Sale of Steel products 12,237,000.00 0,00 12,237,000.00 None 12/31/2012 None
transaction.
Not a loan or
guarantee
transaction.
TERNIUM INTERNACIONAL
ESPAA Associated 01/01/2013 Sale of Steel products 68.518,000.00 0,00 68.518,000.00 None 03/31/2013 None
transaction.
Not a loan or
guarantee
transaction.
TERNIUM PROCUREMENT Associated 01/01/2012 Sale of Steel products 82,775,000.00 0,00 82,775,000.00 None 12/31/2012 None
transaction.
Not a loan or
guarantee
transaction.
UNIGAL LTDA Subsidiary 01/03/2005
GALVANIZATION OF
USIMINAS PRODUCTS 2,000,000,000,00 386,288,948,09 2,000,000,000,00 None 05/19/2016 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
UNIGAL LTDA Subsidiary 01/01/2010 Sale of Steel products 58,245,000,00 0,00 58,245,000,00 None 12/31/2010 None
transaction.
Not a loan or
guarantee
transaction.
USIMINAS COMMERCIAL Subsidiary 01/18/2008 LOAN AGREEMENT 880,516,000,00 880,516,000,00 880,516,000,00 None 01/17/2018 Contractual default Working capital. 4,1165% p.a.
USIMINAS ELETROGALVANIZED Subsidiary 01/01/2012 Sale of Steel products 280,290,000,00 0,00 280,290,000,00 None 12/31/2012 None
transaction.
Not a loan or
guarantee
transaction.
USIMINAS ELETROGALVANIZED Subsidiary 01/01/2011 Sale of Steel products 39,496,000,00 0,00 39,496,000,00 None 12/31/2011 None
transaction.
Not a loan or
guarantee
transaction.
USIMINAS ELETROGALVANIZED Subsidiary 01/01/2013 Sale of Steel products 56.464,000,00 0,00 56.464,000,00 None 03/31/2013 None
transaction.
Not a loan or
guarantee
transaction.

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USIMINAS GALVANIZED Subsidiary 01/01/2012 Sale of Steel products 459,231,000,00 0,00 459,231,000,00 None 12/31/2012 None
transaction.
Not a loan or
guarantee
transaction.
USIMINAS GALVANIZED Subsidiary 01/01/2011 Sale of Steel products 108,386,000,00 0,00 108,386,000,00 None 12/31/2011 None
transaction.
Not a loan or
guarantee
transaction.
USIMINAS GALVANIZED Subsidiary 01/01/2013 Sale of Steel products 41.568,000,00 0,00 41.568,000,00 None 03/31/2013 None
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 08/14/2009
ASSEMBLY BUILDING AND
EQUIPMENT LTQ 2 543,219,757,36 2,584,271,94 543,219,757,36 None 03/15/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SERV. GENERAL
MAINTENANCE 304,051,425,40 0,00 304,051,425,40 None 10/31/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
ELECTRO MECH
MAINTENANCE 279,052,077,91 0,00 279,052,077,91 None 10/31/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 01/01/2012 Sale of Steel products 276,151,000,00 0,00 276,151,000,00 None 12/31/2012 None
transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 01/01/2013 Sale of Steel products 24.912,000,00 0,00 24.912,000,00 None 03/31/2013 None
transaction.
Not a loan or
guarantee
transaction.
ELECTROMECHANICAL
ASSEMBLY 222,757,434,93 3,601,000,46 222,757,434,93 None 03/15/2013
Not a loan or guarantee transaction.
Not a loan or guarantee transaction.

transaction.
Not a loan or
guarantee
transaction.
transaction.
Not a loan or
guarantee
transaction.
ASSEMBLY SHED AND
EQUIPMENT OF CGL 2 138,472,218,20 0,00 138,472,218,20 None 07/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 03/05/2010 RH ICMS 12 IPI 0 130,000,000,00 22,192,709,24 130,000,000,00 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
ELECTROMECHANICAL AND
EQUIPMENT PERI ASSEMBLY 118,000,000,00 118,000,000,00 118,000,000,00 None 07/31/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
RECOVERY CONTINUOUS
LING COIL 98,553,166,34 33,237,898,54 98,553,166,34 None 03/01/2013 Not a loan or guarantee transaction.
guarantee

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transaction.
USIMINAS MECANICA S A Subsidiary 05/05/2010 GRILL BB0107M80336 2 85,942,600,72 79,447,512,96 85,942,600,72 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
RECONDTIONIN OF COILS
MLC 1, 2, 3 4 77,799,749,56 3,051,119,95 77,799,749,56 None 03/01/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
REPLACEMENT OF 28
STAVES AF2 73,238,955,94 0,00 73,238,955,94 None 12/31/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 12/22/2000 BLANK REGULAR 73,038,366,28 0,00 73,038,366,28 None 01/15/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
ELECTROMECHANICAL
ASSEMBLY OF CLC 69,463,200,51 0,00 69,463,200,51 None 02/29/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
Electro mechanical
transaction.
Not a loan or
guarantee
transaction.
Electro mechanical
maintenance 68,641,820,80 0,00 68,641,820,80 None 07/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
Electro mechanical
maintenance 68,450,824,76 0,00 68,450,824,76 None 07/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 03/30/2001 STAMPED PART 67,859,133,60 2,067,065,77 67,859,133,60 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 04/30/2010 NATIONAL EQUIPMENT 62,600,000,00 62,600,000,00 62,600,000,00 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SUPPORT RING WAGONS
R40B010DEM013 58,883,190,01 53,802,354,74 58,883,190,01 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SUPPLY OF PARTS AND
SERVICES 57,901,775,01 7,901,791,97 57,901,775,01 None 03/31/2029 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MEC. AND BOILER. -
CUBATO 47,856,881,59 1,536,581,87 47,856,881,59 None 04/15/2029 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
PIPES MAINTENANCE (NOV./
04) 40,422,986,23 0,00 40,422,986,23 None 04/30/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
METALLIC STRUCTUREES
FOR FLOATING 40,250,712,92 7,147,671,36 40,250,712,92 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.

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USIMINAS MECANICA S A Subsidiary 11/01/2003 MOLDS MLC 1, 2 E 3 38,317,106,13 0,00 38,317,106,13 None 07/01/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary

09/28/2009
MAINTENANCE SERVICES
OF SETS REC 37,828,800,68 0,00 37,828,800,68 None 09/06/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SUPPLY OF PARTS AND
transaction.
Not a loan or
guarantee
transaction.
Electro mechanical
transaction.
Not a loan or
guarantee
transaction.
Electro mechanical
assembly of automation 27,873,929,98 0,00 27,873,929,98 None 10/15/2011 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 08/01/2006 BLANK CIRCULAR CG 27,513,741,07 13,978,864,84 27,513,741,07 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MEASUREMENT
MAY/09_TRANSITION SERV 22,277,848,82 1,976,030,87 22,277,848,82 None 04/15/2029 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SUPPLY OF PARTS AND
SERVICES 20,728,114,20 486,242,67 20,728,114,20 None 03/31/2029 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SUPPLY OF PARTS AND
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 04/03/2003 BLANK FOR WHEEL 19,551,358,20 0,00 19,551,358,20 None 05/11/2010 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SUPPLY OF PARTS AND
transaction.
Not a loan or
guarantee
transaction.
PRE ASSEMBLED COIL SET
A70B262ETM001 15,574,031,75 13,574,332,01 15,574,031,75 None 12/31/2014 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
REPAIR DIFFERENT
MECHANICAL PARTS 13,603,701,00 13,603,701,00 13,603,701,00 None 08/30/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 05/10/2011 GRILL R53C210DEM046 8 13,080,229,94 6,178,114,51 13,080,229,94 None 12/31/2012 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
MECHANICS AND BOILER
PLANT 1 12,768,322,95 954,864,93 12,768,322,95 None 04/15/2029 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
USIMINAS MECANICA S A Subsidiary 12/30/2008 COOL BLANK CIRCULAR 10,777,145,13 1,399,507,84 10,777,145,13 None 12/31/2012 Not a loan or guarantee transaction.
guarantee

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transaction.
Electro mechanical
assembly 10,569,496,59 750,861,94 10,569,496,59 None 02/28/2013 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
SUPPLY OF PARTS AND
transaction.
Not a loan or
guarantee
transaction.
USIROLL USIMINAS COURT TE Subsidiary 09/01/2003
LAM. CYLINDER
TEXTUR/CROMAT.C.USIROLL 46,890,374,23 16,542,083,13 46,890,374,23 None 12/31/2019 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
USIROLL USIMINAS COURT TE Subsidiary 10/01/2011
CROMATIZED CYLINDER TW
<=300UN USIROLL 10,588,397,00 1,844,649,55 10,588,397,00 None 09/30/2021 Not a loan or guarantee transaction.
transaction.
Not a loan or
guarantee
transaction.
VOTORANTIM METAIS ZINCO S/A Controller 08/06/2010
Granulated zinc
ZN>=99,995% BIGBAG
1,2T 20,029,091,00 177,293,03 20,029,091,00
None
12/31/2011 Contractual Default
Not a loan or
guarantee transaction.
Not a loan or
guarantee
transaction.
VOTORANTIM METAIS ZINCO SA Controller 08/06/2010
ZINC INGOT
295X340X1650MM 72,995,901,00 12,735,145,60 72,995,901,00
None
12/31/2011 Contractual Default
Not a loan or
guarantee transaction.
Not a loan or
guarantee
transaction.

The Company Votorantim Metais Zinco S/A, ceased to be a relation-ship in the year 2012.

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16.3. With respect to each of the transactions or group of transactions mentioned in
item 16.2 above that occurred in the last fiscal year: a) identify the measures taken
to address conflicts of interest; and b) show the strictly arms length nature of the
agreed-upon terms or the payment of adequate compensation
In case of conflict of interests, the Company adopts the rules mentioned in item 16.1 to deal
with them.
Furthermore, in conformity with the Law of Corporations, any member of the Companys Board
of Directors is prohibited from voting at any general shareholders meeting or Board meeting,
or from participating in any transaction or business deals in which there are interests that
conflict with the Companys.
The Companys transactions and business deals with related parties follow the market
standards and are duly supported by their terms and by the Companys rigorous interest in
their materialization.
The arms length nature of the transactions between related parties are supported by
documentation or other applicable evidences hold by the Company.

17. Capital

17.1. Composition of the capital

Position at March 31, 2013
Authorization
or approval
date

Capital value
(Real)

Integralization
Term

Number of
Ordinary
stocks
(Units)

Number of
Preferential
Stocks
(Units)
Total
number of
stocks
(Units)
09/27/2010

12,150,000,000,00

Paid up capital

505,260,684

508,525,506

1,013,786,90
Capital Share for stocks class

Preferential stock class Number of stocks (Units)

Preferred Class A

508,439,902

Preferred Class B

85,604

Except for the class B preferred shares, that may, at any time and at the sole discretion of the
shareholder, be converted into class A, the Company has not issued any instruments or
negotiable securities convertible in to shares.

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17.2. With respect to the issuers capital increases, indicate:
There was no capital increase in the fiscal years ended December 31, 2010, December 31,
2011 and December 31, 2012.

17.3. With respect to splits, reverse splits and bonuses, present in a table:
No splits, reverse splits and bonuses were made in the fiscal years ended December 31, 2011
and December 31, 2012.

On September 27, 2010 the Company approved split shares, at the ratio of 01 (one) new
share for each existent share, so that, after the split, each share of the capital will be
represented by 2 (two) shares. The shares arising from the split will be of the same type and
class, grating to their holders the same rights of the previously existent shares, according to
Minutes of the EGM sent to CVM at the highlighted date.

The table below presents the number of shares before and after the split.

Shares split approved by the General Meeting on 09/27/2010:
Type / Class Number of Shares before the approval Number of Shares after the approval
Common 252,630,342 505,260,684
Preferred / Class A 254,219,237 508,438,474
Preferred / Class B 43,516 87,032
Total 506,893,095 1,013,786,190

17.4. With respect to the issuers capital reductions, indicate:
There were no capital reductions in the last three fiscal years.


In 2012 there was no conversion of preferred class B into preferred class A. In 2011 and 2010,
880 and 829.552 preferred class B shares were converted into preferred class A shares,
respectively.
The above described translation does not change the equity amount of the share issued by the
Company. However, the Company understands that the translation results in more liquidity for
the shareholders exercising the related rights, for the wideness of class A market.
In addition to the above mentioned information, there is no other relevant.

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18. Securities

18.1. Describe the rights of each class and type of share issued:
Type of Shares Class of Preferential Share

Tag Along %
Common

-

80,00

Right to dividends
In accordance with the Companys by-laws and with the Law of Corporations, the holders of shares issued by the Company
are given the right to receive dividends or other distributions made related to shares issued by the Company, proportional
to their investment in the share capital. The Companys by-laws call for mandatory minimum dividends equivalent to 25%
of the net profit in the year.
Voting Rights
Full

Description of the Restrict Voting
None
Convertibility
No

Condition for convertibility and effects on the share capital
None
Rights in the
reimbursement of capital
Yes

Description of the capital reimbursement characteristics
Withdrawal/Temporary cessation of business: The reimbursement amount to be paid by the Company, in the cases set
forth in Law, will be determined based on the net equity value assessed in the last balance sheet approved at the Company
General Meeting, according to provisions of article 45 of Law 6,404, of December 15, 1976. Pay back: According to the
Law of Corporations, the Company shares can be redeemed by a determination of the shareholders in a Shareholders
General Meeting that represents, at the least, 50% of the share capital.
Outstanding Restriction
Yes

Description of the restriction
Besides the restrictions described in item 15.5.f of this Reference Form, related to the shareholders agreement filed in the
Companys headquarters, there are no restriction on trading of the shares.
Conditions for changing the rights assured by such negotiable securities
In addition to the conditions described in item 15.5. of this Reference Form, in accordance with the Law of Corporations,
neither the Companys By-Laws or the resolutions passed in shareholders general meetings can deprive the shareholders
of the right to: (i) participate in corporate profits; (ii) participate, in the event of liquidation of the Company, in the
distribution of any remaining assets, proportional to their participation in the share capital; (iii) monitor the management
of the Company, in the terms defined in the Law of Corporations; (iv) have preference in the subscription of future capital
increases, except in certain circumstances provided for in the Law of Corporations and in the by-laws; and (v) withdraw
from the Company in those cases provided for in the Law of Corporations.
Other relevant characteristics
It is the responsibility of the Companys Annual General Meeting to deliberate on the allocation of the fiscal years net
profit and the distribution of dividends. The by-laws also foresee that the Company can close semi-annual or interim
balance sheets, with the Board of Directors being able to decide on the distribution of dividends, including interim
dividends, from the profit verified in those balance sheets or in the last annual balance sheet
Pursuant to the Law of Corporations, in the event of alienation of the Company control, all the ordinary shares holders
have the right to include their shares in public offer of shares acquisition to be done by the control acquirer as well as to
receive, at minimum amount, 80% of the payable for each share with voting right, integrating the controlling block.

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Tag Along %

Preferred

Class A

0,00

Right to dividends
The class A preferred shareholders will receive dividends 10% (ten per cent) higher than the ones attributed to the
common shares. Said holders will enjoy , after complying with the priority granted to class B preferred shares, priority in
the capital reimbursement. Preferred shares are entitled to participate, in equal conditions with common shares, of any
bonus voted in General Meeting.
Voting Rights
No rights

None
Convertibility
No

Condition for convertibility and effects on the share capital
None
Rights in the
Yes

Liquidation: The holders of class A preferred shares will enjoy priority in the reimbursement of capital, with no right to a
premium, in the case of liquidation of the Company, however, only after complying with the priority granted to class B
preferred shares.
Withdrawal/Temporary cessation of Business: The amount of the reimbursement to be paid by the Company, in cases
provided for in the law, will be stipulated based on economic value of the Company assessed in the last balance sheet
approved at the Companys General Meeting, in compliance with article 45 of Law no. 6,404 of December 15, 1976.
Redemption: In accordance with the Law of Corporations, the Companys shares can be redeemed by a determination of
the shareholders in a Shareholders General Meeting that represents, at the least, 50% of the share capital.

No

None

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Tag Along %
Preferred

Class B

0,00

Right to dividends
The holders of class B preferred shares will receive dividends 10% (ten per cent) bigger than those attributed to the
common shares and will enjoy priority in the reimbursement of capital in the case of the Companys liquidation. The
preferred shares have the right to participate, in the same conditions with the common shares, of any bonuses voted in
General Meeting.
Voting Rights
No rights

None
Convertibility
Yes

Condition for convertibility and effects on the social capital
The class B preferred shares can, at any time and at the sole discretion of the shareholder that holds the referred to
shares, be converted into class A preferred shares. The preferred shares cannot be converted into common shares. ii.
Effects on the share capital: There are no effects on the share capital, except as to the number of shares by class in the
case of conversion of class B preferred shares into class A.
Rights in the
Yes

Liquidation: The holders of class B preferred shares will enjoy priority in the reimbursement of capital, with no right to a
premium, in the case of liquidation of the Company.
Withdrawal/Temporary cessation of Business: The amount of the reimbursement to be paid by the Company, in cases
provided for in the law, will be stipulated based on the economic value of the Company assessed in the last balance sheet
approved at the Companys General Meeting in compliance with article 45 of Law no. 6,404 of December 15, 1976.
Redemption: In accordance with the Law of Corporations, the Companys shares can be redeemed by a determination of
the shareholders in a Shareholders General Meeting that represents, at the least, 50% of the share capital. The
redemption of the shares must be paid for with retained earnings, reserves of profit or capital reserves. In the event that
the redemption is not enough to cover the totality of the shares, it will be done by means of a lottery.

No

None

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18.2. Describe, if applicable, the statutory rules that limit the voting rights of
significant shareholders or that force them to carry out a public offering
There are no statutory rules that limit the voting rights of significant shareholders or that force
them to carry out a public offering.

18.3. Describe exceptions and suspension clauses related to equity or political rights
provided for in the by-laws
There are no exceptions and suspension clauses related to equity or political rights provided
for in the by-laws.

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18.4. In a table, give details of the trading volume, and the highest and lowest prices of the securities negotiated on stock
exchanges or organized over-the-counter markets, in each of the quarters of the last 3 fiscal years:
In the quarter

Marketable
security

Type

Class

Market

Administrative
Entity

Traded Volume (R$)

Highest price (R$)

Lowest price (R$)

Quotation Factor
1st quarter 2012

Shares

Common

Stock exchange

BM&F Bovespa

459,038,553,00

20.20

15.07

R$ per unit
2nd quarter 2012

Shares

Common

Stock exchange

BM&F Bovespa

879,777,426,00

20.10

7.56

R$ per unit
3rd quarter 2012

Shares

Common

Stock exchange

BM&F Bovespa

484,001,709,00

13.54

6.57

R$ per unit
4th quarter 2012

Shares

Common

Stock exchange

BM&F Bovespa

374,589,108,00

14.06

10.60

R$ per unit
1st quarter 2012

Shares

Preferred

PNA

Stock exchange

BM&F Bovespa

4,186,464,660,00

13.64

10.32

R$ per unit
2nd quarter 2012

Shares

Preferred

PNA

Stock exchange

BM&F Bovespa

3,844,189,800,00

12.34

6.05

R$ per unit
3rd quarter 2012

Shares

Preferred

PNA

Stock exchange

BM&F Bovespa

5,990,861,760,00

12.20

5.62

R$ per unit
4th quarter 2012

Shares

Preferred

PNA

Stock exchange

BM&F Bovespa

4,831,633,810,00

13.05

9.51

R$ per unit
1st quarter 2012

Shares

Preferred

PNB

Stock exchange

BM&F Bovespa

13,680,00

13.91

12.42

R$ per unit
2nd quarter 2012

Shares

Preferred

PNB

Stock exchange

BM&F Bovespa

7,074,00

11.02

6.99

R$ per unit
3rd quarter 2012

Shares

Preferred

PNB

Stock exchange

BM&F Bovespa

17,903,00

11.31

6.01

R$ per unit
4th quarter 2012

Shares

Preferred

PNB

Stock exchange

BM&F Bovespa

17,893,00

12.20

11.31

R$ per unit

In the quarter

Marketable
security

Type

Class

Market

Administrative
Entity

Traded Volume (R$)

Highest price (R$)

Lowest price (R$)

Quotation Factor
1st quarter 2011

Shares

Common

Stock exchange

BM&F Bovespa

1,557,087,001,00

32.48

21.24

R$ per unit
2nd quarter 2011

Shares

Common

Stock exchange

BM&F Bovespa

851,142,561,00

29.50

20.62

R$ per unit
3rd quarter 2011

Shares

Common

Stock exchange

BM&F Bovespa

774,509,413,00

29.34

19.72

R$ per unit
4th quarter 2011

Shares

Common

Stock exchange

BM&F Bovespa

638,440,469,00

25.19

15.25

R$ per unit
1st quarter 2011

Shares

Preferred

PNA

Stock exchange

BM&F Bovespa

8,489,913,061,00

21.80

18.25

R$ per unit
2nd quarter 2011

Shares

Preferred

PNA

Stock exchange

BM&F Bovespa

5,148,302,220,00

20.05

12.85

R$ per unit
3rd quarter 2011

Shares

Preferred

PNA

Stock exchange

BM&F Bovespa

5,882,207,563,00

14.24

9.86

R$ per unit
4th quarter 2011

Shares

Preferred

PNA

Stock exchange

BM&F Bovespa

3,887,660,334,00

12.68

9.71

R$ per unit
1st quarter 2011

Shares

Preferred

PNB

Stock exchange

BM&F Bovespa

42,175,00

19.59

18.66

R$ per unit
2nd quarter 2011

Shares

Preferred

PNB

Stock exchange

BM&F Bovespa

45,984,00

18.02

12.90

R$ per unit
3rd quarter 2011

Shares

Preferred

PNB

Stock exchange

BM&F Bovespa

133,912,00

16.00

11.50

R$ per unit
4th quarter 2011

Shares

Preferred

PNB

Stock exchange

BM&F Bovespa

17,267,00

11.76

10.08

R$ per unit

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In the quarter
Marketable
security Type Class Market
Administrative
Entity Traded Volume (R$) Highest price (R$) Lowest price (R$) Quotation Factor
1st quarter2010 Shares
Common
Stock exchange BM&F Bovespa 1,040,979,440,00 63.09 45.75 R$ per unit
2nd quarter 2010 Shares
Common
3rd quarter 2010 Shares
Common
4th quarter 2010 Shares
Common
Stock exchange BM&F Bovespa 742,587,895,00 27.15 20.62 R$ per unit
Preferred
PNA Stock exchange BM&F Bovespa 7,851,162,689,00 61.80 45.87 R$ per unit
Preferred
Preferred
Preferred
Preferred
PNB Stock exchange BM&F Bovespa 131,273,00 56.01 45.18 R$ per unit
Preferred
Preferred
Preferred
Source: Economtica
Note: Eventual relevant oscillations in the shares quotation, should be analyzed in view of issuance of new shares related to bonus and splits, as described in items 17.2 and 17.3.
USNZY US Equity
In the quarter
Marketable
security Type Class Market
Administrative
Entity Traded Volume (US$)
Highest price
(US$) Lowest price (US$)
Traded volume
(R$)
1st quarter2010 ADS level 1
Preferred
PNA Stock exchange OTC 69,550,968,20 16.86 12.36 125,886,870,10
2nd quarter 2010 ADS level 1
Preferred
3rd quarter 2010 ADS level 1
Preferred
4th quarter 2010 ADS level 1
Preferred
1st quarter 2011 ADS level 1
Preferred
Preferred
Preferred
Preferred
1st quarter 2012 ADS level 1
Preferred
Preferred
Preferred
Preferred
USDMY US Equity

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USDMY US Equity
In the quarter
Marketable
security
Type

Class Market

Administrative
Entity

Traded Volume (US$)
Highest price
(US$)
Lowest price
(US$)
Traded
volume(R$)
1st quarter 2010 ADS level 1 Common ON Stock exchange NASDAQ 1,180,350,00 13.12 13.12 2,207,018,00
Source: Bloomberg

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Price of the 5th issue of Debentures
There was no trading of debentures of the Company 5th issue in the last 3 fiscal years. This
debenture was liquidated in December 2010 through amendment approved by the Debenture
Holders General Meeting.

18.5. Describe negotiable securities issued other than shares:
Debentures:
The Company carried out 6 issues of debentures of which 1 is in circulation and 5 have already
been liquidated by the Company on their respective due dates.

The Company 6th issue of debentures
a) identification of the security
Non-convertible debentures.

b) Number
100,000 common debentures.

c) Amount
Individual nominal price of R$ 10,000.00 on the issue date

d) Issue date
January 30, 2013.

e) Restrictions on outstanding securities
There are no restrictions on outstanding securities.

f) Convertibility into shares or granting of rights to subscribe to or purchase shares of the issuer
The debentures are not convertible into shares, neither do they grant to the holders the right to subscribe to or
purchase shares issued by the Company.

g) Possibility of redemption, indicating:
The Issuer may, at its own discretion, redeem in advance, in whole or in part, the Debentures, as from the twenty
fifth month of the Debentures effectiveness, in accordance with the procedures set forth in the Corporate Law and in
the Deed.

h) When the securities are debt-related, indicate, when applicable:

i. Maturity, including early maturity conditions
The maturity of the debentures will occur at the end of the term of 6 (six) years beginning from the Issue Date,
maturing, therefore, on January 30, 2019.

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Cases for Early Maturity

The Trustee shall declare due in advance all then obligations related to the debentures and require the immediate
payment in the occurrence of any of the following events:
i) Filing for judicial recovery;
(ii) request of self-bankruptcy formulated by the Issuer and/or subsidiaries of the Issuer; (iii) bankruptcy of the
Issuer and/or subsidiaries of the Issuer; (iv) proposal of extra judicial recovery plan to any creditor or class of
creditors, (v) liquidation, dissolution or extinguishment of the Issuer; or further (vi) request of bankruptcy formulated
by third parties
(b) Protests of bills against the Company, or against any of its relevant controlled entities, in which the total amount
of the default, individual or total, surpasses R$ 50,000,000.00 (fifty million Reais) or the equivalent in other
currencies
(c) Declaration of early maturity of any debt of the Company or of any of its relevant controlled entities
d) Non-payment by the Company of the principal of the Debentures and/or the interest on the respective due dates,
should it not be remedied within one work day.
(e) noncompliance with any non monetary obligation by the Issuer, relating to the Issuance assumed in this Deed,
except if, in the maximum period of 10 (ten) business days
(f) Non-compliance with any decision adjudicated res judicata, final and unappealable against the Company and/or
one of its relevant controlled entities
(g) Non-renewal, cancellation, repeal or suspension of the authorizations, and licenses, including environmental,
relevant to the routine exercise of the Companys and/or its relevant controlled entities activities
(h) capital reduction of the Issuer and/or repurchase by the Issuer of its own shares for cancellation
(i) should the issuer be in arrears with non monetary obligations set forth in this deed of issuance, and resolves or
distributes dividends, interest on own capital or any other profit sharing set forth in the Issuer By Laws, except,
however, for the payment of minimum dividend established in article 202 of the Corporate Law;
(j) transformation of the Issuer into limited liability company, pursuant to articles 220 to 222 of the Corporate law;
(k) transfer or other manner of assignment or promise of assignment to third parties, by the Company, of the
obligations related to the debentures;
(l) the Issuer main activity is no longer the one comprised in its By Laws at the Issuance Date,
(m) If any of the declarations or guarantees given by the Company in the terms of the contracts that govern the
transaction ( the Deed of Issue and the Placement Contract) are proven false or are shown to be incorrect or
deceitful;
(n) Cease to maintain any of the following consolidated financial ratios to be verified semi-annually after the
disclosure of the semi-annual and annual information normally presented by the Company (i) net debt by EBITDA not
above 3,50, as from December 31, 2013;
(o) noncompliance by the Issuer of the appropriation of funds obtained in the Issuance, (p) expropriation,
confiscation or any other measure from any governmental entity resulting in loss, by the Issuer and/or its relevant
controlled entities, of ownership or direct possession of its assets,
(q) occurrence of merger, Split-off or incorporation involving the Issuer, unless (i) such corporate transaction is,
pursuant to article 231 of the Corporate Law, approved by the Debenture holders owning 66% (sixty six per cent) of
the outstanding Debentures; or (ii) the merger, split off or incorporation (a) does not affect the payment capacity of
the Issuer and (b) the survival entity is the Issuer itself;
(r) in the event of transfer of direct share control of the Issuer, as defined in article 116 of the Corporate Law,
including by means of corporate restructure, resulting in the control of the Issuer by person or entity not belonging to
the current control group
(s) change in the Issuance rating by Standard & Poors, in two grades based on the rating to be disclosed until the
Issuance Date, due to (i) any change in the corporate composition, which may result in the loss, transfer or disposal
of the share control by the current controllers, or (ii) disposal of the Issuers assets which negatively and significantly
affect its payment capacity;
(t) occurrence of any procedure of restraint, confiscation or pledging of the Issuers assets and/or any of its relevant
controlled entities which may impact at 15% of the net equity (considering, for such, the consolidation of figures
assessed for the Issuer and its relevant controlled entities, together), except if such procedure is suspended, reverted
or extinguished in the period of up to 20 (twenty) from its beginning;
(u) sale, assignment or any other type of transfer, by the Issuer and/or any of its relevant controlled entities, of
material permanent assets (including fixed assets and investments) which may significantly affect the Issuers
activities, except for the operations carried out in the ordinary course of businesses;
(v) suspension of trading or of the register of the Debentures trading at CETIP not remedied within 15 (fifteen)
business days.
Automatic Early Maturity
The occurrence of the events listed in sub items "a", "c", "d", g, and l above, will cause the automatic early

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maturity of the debentures independently of any consultation with the holders of the debentures, judicial or extra
judicial notice.
Early Maturity by means of a General Meeting of Debenture Holders
Upon the occurrence of any of the events listed above, provided that not remedied in the related remedy terms,
when applicable, the trustee must convene, within 5 (five) business days from the date of awareness of any of
the abovementioned events, a General Meeting of Debenture Holders to deliberate on declaring the early
maturity of the Debentures, subject to the calling procedure described below.
The General Meeting of Debenture Holders of the Company mentioned above may, by resolution of the
Debenture Holders representing a minimum of 66% of the Outstanding Debentures on the first call, or a simple
majority on the second call, determine that the trustee not declare the early maturity of the Debentures.
ii. Interest
The Debentures will pay interest equal to the accumulated variations of the average daily one day interbank
deposit rates, over extra group, calculated and divulged daily by the CETIP in the daily bulletin on its Internet
page (www.cetip.com.br) (DI Rate), plus a spread of 1.00% per annum, based on 252 work days (Over rate
and together with DI Rate Remuneration).

iii. Guarantees and description of the asset if applicable
The Debentures of the Companys 6
th
issue have no guarantees.

iv. In the absence of guarantees, if the credit is unsecured or subordinated
The Debentures are subordinated.

v. Possible restrictions imposed on the issuer with respect to:
the distribution of dividends
An early maturity can occur if the Company makes a distribution of dividends, payment of interest, payment
of interest on net equity or makes any other payments to its shareholders while in default with any of its
obligations set forth in the Deed of Issue, except, however, the payment of the mandatory minimum
dividend.

the disposal of certain assets
An early maturity can occur if the Company disposes of assets in a manner that negatively and relevantly
affects its payment capacity, in revision of the Issue by the rating agency Standard & Poors to a risk rating
below brA or the equivalent by Moodys Latin America or Fitch Ratings.

the contracting of new debts
There are no restrictions on contracting new debts.

The issue of new negotiable securities
There are no restrictions on issuing new negotiable securities.

vi. the trustee, indicating the principal terms of the contract
Principal information on the Trustee:
Pentgono S.A. Distribuidora de Ttulos e Valores Mobilirios
Avenida das Amricas, n. 4.200, bloco 4, sala 514, bloco 04
Rio de Janeiro RJ At.: Sr. Maurcio da Costa Ribeiro
Telephone: (21) 3385-4565
Fac-simile: (21) 3385-4046
E-mail: backoffice@pentagonotrustee.com.br/juridico@pentagonotrustee.com.br

The contract with the trustee Pentgono S.A. Distribuidora de Ttulos e Valores Mobilirios was initiated on the date of
the debentures deed of issue (January 30, 2013) and is valid up to the end of the term of the issue (January 30,
2019). Remuneration of R$ 3 thousand is stipulated and charged annually by Pentgono, adjusted annually by the
IGPM index. There are no relevant obligations imposed on the Company.

i. . Conditions for changing the rights assured by such securities
In the event the DI Rate is temporarily unavailable upon payment of any financial obligation set forth in the Deed, the
same daily rate resulting from the last known DI Rate up to the calculation date will be used as a substitute, with no

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financial compensations owed by either the Company or the Debenture Holders upon the posterior availability of the
DI Rate. In the absence of verification and/or availability of the DI Rate for a term longer than 10 days from the
expected date of its availability, or, yet, in the case of its extinction or inapplicability due to legal imposition or judicial
determination, the Trustee shall convene a General Meeting of the Debenture Holders, which shall be held in the
manner and within the time limits stipulated by the Law of Corporations and in the Deed, so that they can define, in
common accord with the Company, the new standard to be applied, which should reflect standards used in similar
recent transactions. Until the resolution of this standard, the same daily rate produced by the last DI Rate available
will be used to calculate the amount of any obligations set forth in the Deed.
In the event the DI Rate is available before the General Meeting of the Debenture Holders is held, the referred to
General Meeting will no longer be held, and the DI Rate, as from the date it is divulged, will again be used to calculate
interest.
In the event no agreement is reached between the Company and the Debenture Holders representing at least 66% of
the Outstanding Debentures regarding the substitute rate, the Company shall opt, at its sole discretion, for one of the
following established alternatives, being then obligated to inform the trustee in writing within 10 days effective from
the date the respective General Meeting was held: (a) the Company must carry out the early redemption and
consequently cancel the totality of the Debentures, within 30 days effective from the date the respective General
Meeting of Debenture Holders was held, for its unamortized Individual Nominal Value per the terms of the Deed, plus
interest due until the date of the actual redemption and consequent cancellation, calculated pro rata temporis,
effective from the Issue Date or from the last Interest Payment Date, as the case may be. In this case, the same
daily rate produced by the last known DI Rate will be used to calculate the Interest applicable to the Debentures to be
redeemed and cancelled; or (b) the Company shall present an amortization schedule for the totality of the
outstanding Debentures, not to exceed the final maturity date and the average amortization period of the
Debentures. During the period of amortization by the Company, the frequency of interest payments will continue to
be according to what is already established, respecting that, until the complete amortization of the Debentures, the
Substitute Rate will be used. Should the Substitute Rate refer to a time period other than 252 work days, this rate
shall be adjusted in a manner that reflects a 252 work day base.
The General Meeting of Debenture Holders may by resolution (i) of at least half of the outstanding debentures at the
first call or (ii) in second call, with any number of debenture holders.
In the deliberations of the general meeting, each debenture will have one vote, with the constitution of proxy-holders
allowed, be they debenture holders or not. Changes in the terms and conditions of the debentures and of the issue
must be approved by debenture holders that represent at least 66% of the outstanding debentures, unless otherwise
stated in the deed, respecting that changes in the interest and/or guarantees and/or maturity date and/or
rescheduling, redemption or amortization of the debentures and/or provisions regarding quorum foreseen in the deed
must have the approval of debenture holders representing 90% of the outstanding debentures.

j. Other relevant characteristics
There are no other characteristics considered relevant.

ADRs or ADSs

The Company has an ADR (American Depositary Receipts) plan, also known as ADS (American
Depositary Shares). In September 1994, there was a Global Offering of American Depositary
Shares in the amount of US$ 480,035,400.00, at US$ 13.28 per ADS, for qualified institutional
investors under rule 144A, in the North American market, with the ADSs pegged to preferred
shares traded on the PORTAL. The peg of these ADSs was switched to class A preferred shares
on January 29, 1999. In September 2001, an ADS Tier 1 plan was initiated, with securities
traded on the Over the Counter market (OTC), pegged to preferred shares. In May 2007 the
ADS 144A plan began, pegged to common shares, traded on the PORTAL and, in November
2007, the ADS Tier 1 plan pegged to common shares, traded on the Over the Counter market
(OTC), began.

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18.6. Indicate the Brazilian markets in which the issuers securities are admitted for
trading
The shares issued by the Company are admitted for trading on the BM&FBOVESPA, on Tier 1 of
the Differentiated Corporate Governance Practices segment of the BM&FBOVESPA; the
Companys 4
th
issue of debentures is registered for trading in the secondary market through
the National System of Debentures of CETIP S.A. Organized Over the Counter market of
Assets and Derivatives and on the BOVESPAFIX of the BM&FBOVESPA. The debenture of the 5
th

issue is also registered for trading on CETIP and was liquidated in December 2010 through
amendment approved at the Debenture Holders Meeting.

18.7. With respect to each class and type of security admitted for trading in foreign
markets
In addition to ADSs, as described in item 18.5 above, the preferred shares and common shares
issued by the Company are traded on the Latibex, as detailed below.
Latibex
The Company has traded its class A preferred shares on the Madrid - Spain Stock Exchange
since July 2005 through the international Latin American securities market Latibex, with the
aim of facilitating the European financial community access to the Companys shares. Since
their flotation until the end of 2011, the Companys shares are among the most traded on
Latibex.

a) Country
The American Depositary Receipts (ADRs) also called ADSs (American Depositary Shares), are
traded in the United States USA, representing common and preferred share.
The following securities are traded in Spain: class A preferred and common shares.

b) Market
In the USA: ADS 144A on the PORTAL and ADS Tier 1 on the Over the Counter market (OTC
Over the Counter)
In Spain: Latibex Latin American Stock Market

c) Managing entity of the market in which the securities are admitted for trading
In the USA: the managing entity of the securities mentioned in item 18.7 (a) ADS (Tier 1) is
OTC Markets;
In Spain: the managing entity of the securities mentioned in item 18.7 (a) is the Bolsa Y
Mercados Espaoles BME

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d) Date of admission for trading
In the USA:
Preferred ADS (144A), on 09/01/1994 (USNMY)
Common ADS (144A) on 05/02/2007 (USDML)
Preferred A ADS (Tier 1) on 09/25/2001 (USNZY)
Common ADS (Tier 1) on 11/20/2007 (USDMY)

In Spain:
Class A Preferred Shares, on 7/5/2005 (XUSI)
Common Shares, on 5/3/2007 (XUSIO)

e) Trading Segment
In the United States: PORTAL (ADS 144A) and Over the Counter (Tier 1 ADS).
In Spain: There is no trading segment.

f) Date the securities were first listed in the trading segment
See item 18.7 (d) above

g) Percentage of trading volume abroad in relation to the total trading volume of each class
and type in the previous year
In 2012:
USA: USA: 33,227,421 ADS representing class A preferred shares were traded (USNZY),
representing 1.71% of total volume traded of class A preferred shares.
Spain: 1,929,825 class A preferred shares were traded (XUSI), representing 0.10% of total
volume traded of class A preferred shares and 1,440,734 common shares (XUSIO),
representing 0.75% of total volume traded of common shares.

In 2011:
USA: 47,658,821 ADS representing class A preferred shares were traded (USNZY),
representing 9.37% of total volume traded of class A preferred shares.
Spain: 1,688,182 class A preferred shares were traded (XUSI), representing 0.33% of total
volume traded of class A preferred shares and 1,026,789 common shares (XUSIO),
representing 0.20% of total volume traded of common shares.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

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h) Proportion of deposit certificates issued abroad in relation to each class and type of shares
Proportion of 1 deposit certificate for each 1 share issued by the Company, for the respective
type and class of shares that serve as a peg for the ADSs.

i) Depository bank
In the USA, the depository bank is BNY Mellon for all securities.
In Spain, there is no depository bank.

j) Custodian institution
Bradesco S/A Corretora de Ttulos e Valores Mobilirios for all securities that serve as pegs
for the securities issued abroad.

18.8. Describe the public offerings for distribution carried out by the issuer or by
third parties, including controllers and related companies and controlled entities,
relative to the issuers securities in the last 3 fiscal years
There was no public offering related to the Companys marketable securities in the last 3 fiscal
years.

18.9. Describe the public purchase offers the issuer has conducted relative to third
party issues in the last 3 fiscal years
The Company did not carry out any public offers related to shares issued by third parties.

18.10. Provide other information that the issuer may deem relevant
The Company is of the belief that there is no additional relevant information to provide other
than the information provided above.

19. Repurchase plans and treasury securities

19.1. Share repurchase plans of the issuer related to the last 3 fiscal years:
There were no share repurchase plans related to the last 3 fiscal years.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
267

19.2. With respect to the changes in the securities held in treasury related to the last
3 fiscal years, in a table specifying type, class and kind, indicate the number, total
amount and weighted average purchase price for the following:

Fiscal year ended: 12/31/2012
Shares
Type of share

Class of preferred share
Common

Changes Quantity(units) Total Value
(Real thousand)
Weighted average price
(Real)
Opening balance

2,526,654

10,007

3.96
Acquisition

-

-

-
Disposal

-

-

-
Cancellation

-

-

-
Closing Balance

2,526,654

10,007

3.96

Type of share

Preferred

Preferred Class A

(Real thousand)
(Real)
Opening balance

24,060,356

95,288

3.96
Acquisition

-

-

-
Disposal

-

-

-
Cancellation

-

-

-
Closing Balance

24,060,356

95,288

3.96

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
268

Shares
Type of share

Common

(Real
thousand)
(Real)

Opening balance

2,526,654

10,007

3.96
Acquisition

-

-

-
Disposal

-

-

-
Cancellation

-

-

-
Closing Balance

2,526,654

10,007

3.96

Type of share

Preferred

Preferred Class A

Changes

Quantity(units)

Total
Value
(Real
thousand)

(Real)
Opening balance

24,060,356

95,288

3.96
Acquisition

-

-

Disposal

-

-

Cancellation

-

-

Closing Balance

24,060,356

95,288

3.96

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
269

Shares
Type of share

Common

Changes

Quantity(units)

Total
Value
(Real
thousand)

(Real)
Opening balance

1,263,334

10,007

7.92
Acquisition*

1,263,327

-

-
Disposal**

(7)

-

-
Cancellation

-

-

-
Closing Balance

2,526,654

10,007

3.96

Type of share

Preferred

Preferred Class A

Changes Quantity(units) Total
Value
(Real
thousand)
Weighted average
price (Real)

Opening balance

12,030,178

95,288

7,92
Acquisition*

12,030,178

-

Disposal

-

-

Cancellation

-

-

Closing Balance

24,060,356

95,288

3.96
*Split of shares described in items 17.2 and 17.3 of this Reference Form.
** Assignment of shares to members of the Board of Directors

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

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270

19.3.With respect to the securities held in treasury at the end of the previous fiscal
year, indicate in a table, specifying type, class and kind

Class / Type Quantity
Weighted average purchase
price
Date of
purchase
% in relation to
outstanding
securities in the
same class and
type
Common 200,400 6.53 11/05/1997 0.08%
Class A
preferred 2,028,700 6.99 11/05/1997 0.84%
Class A
preferred 7,268,650 4.95 06/25/1998 3.01%
Common 361,082
Not applicable. Shares that were
held in the treasury during the
Usiminas/Cosipa corporate
restructuring concluded on January
29, 1999,described in item 6.3 of
this reference form. 01/29/1999 0.14%
Class A
preferred* 331,576
Not applicable. Shares that were
held in the treasury during
Usiminas/Cosipa corporate
restructuring concluded on January
29, 1999, described in item 6.3 of
this reference form. 03/27/2005 37.99%
Class A
preferred (4,282,180) Not applicable. Shares cancelled 12/29/2003 (1.77%)
Common 280,741
Not applicable. Shares acquired as
bonus. 11/27/2007 0.11%
Class A
preferred 2,673,373
Not applicable Shares acquired as
bonus. 11/27/2007 1.11%
Common 421,111
bonus. 03/26/2008 0.17%
Class A
preferred 4,010,059
bonus. 03/26/2008 1.66%
Common (7) Not applicable. 04/28/2010 0.00%
Common 1,263,327
Not applicable. Shares related to
split 09/27/2010 0.25%
Class A
preferred 12,030,178
Not applicable. Shares related to
split 09/27/2010 2.37%
Total at
12/31/2011 26,587,010

* The Class A Preferred Shares resulting from the conversion, by the Company, of the class B preferred shares held in
the Usiminas/Cosipa corporate restructuring concluded 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 Companys by-laws, 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, 2012 the Company held in treasury 2,526,654
Common Shares and 24,060,356 Preferred Class A Shares (December 31, 2011 and 2010,
2,526,654 Common Shares and 24,060,356 Preferred Class A Shares, totaling 26,587,010
shares).

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
271

19.4. Other information the Company deems relevant
The Company does not use financial instruments with sundry objectives of protecting its net
worth (hedge) involving fluctuations in the price quotations of the shares issued by it, including
transactions associated with instruments such as Total Return Equity Swap or similar
transactions.

20. Securities trading policy

20.1 Indicate if the issuer has adopted a trading policy for the securities issued by it
through direct or indirect controlling shareholders, members of the board of
directors, of the fiscal council or of anybody created by statutory provision, which
provides technical or advisory functions, informing: (a) date of approval; (b)
insiders; (c) principal characteristics; (d) provision for black-out periods and
description of the procedures adopted to monitor trading in such periods.

The Companys trading policy for the securities issued by it (Trading Policy) was approved at
a Board of Directors meeting held on June 20, 2002.
For purposes of the Trading Policy, the capitalized terms will have the meaning attributed to
them below.
Material Act or Fact: Any decision of the controlling shareholder, resolution of the
general shareholders meeting or of the Companys management
bodies, or of any other act or fact of a political-administrative,
technical, business or economic-financial nature, which may
have a ponderable influence:
(a) on the price of the Securities;
(b) on the investors decision to purchase, sell or hold
the Securities;
(c) on the investors decision to exercise any inherent
rights as holder of the Securities.

Stock Exchanges: Stock Exchanges and/or foreign or local organized market
entities in which the Securities are admitted for trading.

CVM: Securities and Exchange Commission.

Usiminas Sede
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T 55 31 3499-8000
F 55 31 3499-8899

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Director of Investor
Relations:
Administrator appointed by the Board of Directors to exercise
certain statutorily defined functions, who will also be responsible
for the executing and accompanying the trading and disclosure
policies established by the Company.

Insiders: In relation to the Company, jointly or individually, the direct or
indirect controlling shareholders, members of the Board of
Directors, Directors and members of the Fiscal Council
Securities: In its greater meaning, any shares, debentures, warrants,
subscription receipts and rights and promissory note, issued by
the Company, as well as any securities related to them.
I. Regarding the Principles

1.1. The Insiders shall act before the Company and any third parties, be they agents of the
capital market or not, in accordance with the provisions of the Trading Policy and with the
principles of loyalty, probity and truthfulness.
1.2. The Insiders shall always take into consideration their roles in relation to society in
general, to the Company and its employees, and to the regulatory agencies, local or foreign.
1.3. It is the duty of the Insiders to allow access by all investors to Material Acts or Facts,
the utilization of any Privileged Information for personal benefit in any manner being
prohibited.
1.4. The Insiders shall guarantee that the disclosure of information regarding the
Companys business or that of its principal shareholders, as the case may be, in the local or
foreign market, be done in a complete and opportune manner, reflecting as well the correct
and accurate reality of the Material Act or Fact to be disclosed.

II. Regarding the Trading Policy

2.1. The Insiders shall abstain from trading securities issued by the Company that they
hold under the following circumstances:
(a) before the disclosure to the market of a Material Act or Fact;
(b) within the period of 15 (fifteen) days prior to the disclosure of the Quarterly
Information, the Annual Report and the Financial Statements
(c) within the period between the decision taken to increase or decrease the share capital,
to declare dividends or stock dividends or to issue other Securities, and the publication of
the respective public notice or announcement.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

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2.1.1. The above mentioned prohibitions shall also apply to the Insiders who leave the
Company before the public disclosure of a Material Act or Fact related to a deal or fact arising
during their tenure and shall last for a period of 6 (six) months after their departure.
2.1.2. The prohibition of trading Securities before the disclosure of a Material Act or
Fact shall also apply to any person who has knowledge of this information, principally to
people who have a commercial relationship with the Company, including accounting firms,
security analysts, consultants and institutions that are part of the distribution system.
2.2. While the respective transaction has not been disclosed, it is prohibited for the
appropriate bodies of the Company to deliberate on the purchase or sale of shares issued
by the Company: (i) if any agreement or contract related to the transfer of shareholder
control have been entered into, or if an option or mandate for the same purpose has been
authorized; or (ii) if there exists the intention to foster an incorporation, spin-off, merger,
Processing or corporate reorganization involving the Company.

III. Regarding General Provisions

3.1. The observance of the provisions in the Trading Policy does not exempt the Insiders
from any other obligations imposed by the CVM or by any other law or regulatory norm.
3.2. According to the terms of paragraph 3 of article 17 of CVM Instruction no. 358, of
01/03/2002 and to the Companys Trading Policy, the Director of Investor Relations is
responsible for executing and accompanying the Trading Policy norms.
3.3. Any change in the Trading Policy norms must be communicated to the CVM and to the
Stock Exchanges.

20.2. Provide other information that the Company deems relevant
The Company believes that there is no additional relevant information other than the
information above that should be provided in item 20 of the Reference Form.

21. Policy for disclosure of information

21.1. Describe the internal norms, regulations or procedures adopted by the issuer to
ensure that the information to be publicly disclosed is gathered, processed and
reported accurately and on a timely basis
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 assesses the
Companys disclosure of information.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

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21.2. Describe the policy for disclosure of a material act or fact adopted by the
issuer, indicating the procedures related to maintaining the confidentiality of
undisclosed material information
The Companys disclosure policy was approved at the Board of Directors Meeting on June 20,
2002 (Disclosure Policy).
For purposes of the Disclosure Policy, the capitalized terms will have the meaning attributed to
them in item 20 of this reference form
l. Regarding the Principles

1.1. 1.1. The Insiders shall act before the Company and any third parties, be they agents of
the capital market or not, in accordance with the provisions of the Disclosure Policy and with
the principles of loyalty, probity and truthfulness.
1.2. The Insiders shall always take into consideration their roles in relation to society in
general, to the Company and its employees, and to the regulatory agencies, local or foreign.
1.3. It is the duty of the Insiders to allow access by all investors to Material Acts or Facts,
the utilization of any Privileged Information for personal benefit in any manner being
prohibited.
1.4 The Insiders shall guarantee that the disclosure of information regarding the Companys
business or that of its principal shareholders, as the case may be, in the local or foreign
market, be done in a complete and opportune manner, reflecting as well the correct and
accurate reality of the Material Act or Fact to be disclosed.

II. Regarding the Disclosure Policy

2.1. It is the responsibility of the Director of Investor Relations to disclose and communicate
to the CVM and to the Stock Exchanges any Material Act or Fact that occurs or is related to
the Companys business, as well as to ensure compliance with its ample and immediate
dissemination, simultaneously in all the markets in which such Securities are admitted for
trading.
2.2. The Insiders shall communicate to the Director of Investor Relations, so that the latter
can proceed according to the provisions of the Disclosure Policy, any Material Act or Fact of
which they have knowledge on account of the exercise of their functions in the Company.
2.3. The disclosure of a Material Act or Fact shall be made, whenever possible, before the
beginning or after the close of business on the Stock Exchanges. When it is impossible to
apply this provision on account of the working hours of the local and foreign markets, the
working hours of the local market shall prevail.
2.3.1. In the event that it is imperative to disclose a Material Act or Fact during the
working hours of the Stock Exchanges, the Director of Investor Relations may, at the
time of disclosure, request that trading of the Securities in the referred to entities be

Usiminas Sede
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F 55 31 3499-8899

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275

suspended. The request that this sub-item deals with will only be enforced in Brazil if
the suspension is also observed by the foreign Stock Exchanges.

2.4. The disclosure referred to in item 2.1 shall be done by means of publication in widely
circulated newspapers usually used by the Company, and can also be done in summary
form by indicating the address on the worldwide computer web Internet where the
information in its entirety shall be available to all investors, in the exact same form that was
sent to the CVM and to the Stock Exchanges.
2.5. The Director of Investor Relations should communicate to the CVM and to the Stock
Exchanges and disclose to the market, as the case may be, any Material Act or Fact that is
disclosed abroad, on account of rules or determinations of regulating agencies of foreign
capital markets or Stock Exchanges being applied.
2.6. The Insiders who discover the omission of any Material Act or Fact by the Director of
Investor Relations will only be exonerated from their personal responsibilities if they
immediately communicate the Material Act or Fact to the CVM.

lll. Regarding the Communication of Shareholding Positions

3.1. The members of the Board of Directors, Directors, members of the Fiscal Council
and/or of any bodies with technical or consulting functions that come to be created by
statutory provisions of the Company, shall communicate to the CVM, to the Company and to
the local Stock Exchanges the number, the terms and the manner of purchase of the
Securities and of securities issued by controllers or controlled entities of the Company, that
are publicly held companies, that they hold, as well as any posterior changes in their
positions.
3.1.1. In the communication dealt with in the previous sub-item, the Securities that
are held by their spouses, by their common-law spouses, or by any dependent included
in their income tax return should also be reported and of companies that are directly or
indirectly controlled by them.

3.2. The communication that is dealt with in item lll should be made by the people
mentioned in sub-item 3.1.: (i) within the time limit of 30 (thirty) days after the Disclosure
Policy is approved; (ii) immediately after their investiture in office; and (iii) within the
maximum time limit of 10 (ten) days after the end of the month in which changes occur in
the positions held by them, indicating the balance of the position in the period.

IV. Exception to Immediate Disclosure

4.1 The Material Acts or Facts may be left undisclosed if the Controlling Shareholders or
Administrators believe that revealing them may put at risk the legitimate interests of the
Company.

Usiminas Sede
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4.2. In the event the information related to the Material Acts or Facts referred to in the
previous sub-item gets out of control or if there occurs an atypical oscillation in the
quotation, price or number of Securities traded, such Material Acts or Facts should be
immediately disclosed by the Director of Investor Relations or directly by the Controlling
Shareholders or the Administrators.

V. Regarding the Policy for Maintenance of Confidentiality

5.1. The Insiders have the duty to keep confidential the Privileged Information to which they
have access on account of the job or position they hold, until it is disclosed to the market, as
well as the duty to ensure that subordinates and third parties in positions of trust also do the
same, and will be held jointly and severally liable with them in the event of non-compliance.
5.2. The Insiders shall act to ensure that the people who provide services to the Company,
including accounting firms, security analysts, consultants and institutions that are part of the
distribution system, observe the provisions in sub-item 5.1.

VI. Regarding General Provisions

6.1. The observance of the provisions in the Disclosure Policy does not exempt the Insiders
from any other obligations imposed by the CVM or by any other law or regulatory norm.
6.2. According to the terms of paragraph 3 of article 17 of CVM Instruction no. 358, of
01/03/2002 and to the Companys Disclosure Policy, the Director of Investor Relations is
responsible for executing and accompanying the Disclosure Policy norms.
6.3. Any change in the Disclosure Policy must be communicated to the CVM and to the Stock
Exchanges.

21.3. Indicate the administrators responsible for implementing, maintaining,
evaluating and monitoring the disclosure of information policy
As indicated in sub-item 6.2 of item 21.2 above, the Director of Investor Relations is the
principal responsible for executing and accompanying the Disclosure Policy.

The Company believes that there is no additional relevant information other than the
information above that should be provided in item 21 of the Reference Form.

Usiminas Sede
Engenho Nogueira
T 55 31 3499-8000
F 55 31 3499-8899

www.usiminas.com
277

22. Extraordinary business

22.1. Indicate the acquisition or disposal of any relevant asset that is not classified
as a regular transaction in the issuers business in the last 3 fiscal years
The Company did not acquire in the last 3 fiscal years any relevant asset that is not classified
as a regular transaction in the companys business.

22.2. Indicate significant changes in the conduct of the issuers business in the last 3
fiscal years

There was no significant change in the conduct of the Companys business in the last 3 fiscal
years.

22.3. Identify relevant agreements entered into by the issuer and its controlled
entities that are not directly related to its operating activities in the last 3 fiscal
years
In the last 3 years, the Company and its controlled entities did not enter into any relevant
agreements that are not related to its operating activities.

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

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Base date: 12/31/2012

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