Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

CONTENTS

1.  INTRODUCTION 

APSIS CONSULTORIA E AVALIAÇÕES LTDA., hereinafter referred to as APSIS, with headquarters at Rua da Assembleia, nº 35, 12º andar, in the city and state of Rio de Janeiro, inscribed in the roll of corporate taxpayers (CNPJ/MF) under no. 08.681.365/0001-30, was designated to verify the book value of FLORESTAL’s shareholders’ equity, for the purpose of its merger by CSN, pursuant to Articles 226 and 227 of Law 6404/76 (Corporate Law).

When preparing this report, we used data and information provided by third parties, in the form of documents and oral interviews with the client. The estimates used in this process are based on documents and information, including but not limited to:

§  Analytical Balance Sheet of FLORESTAL on August 31, 2013.

APSIS has recently appraised the following firms for publicly-held companies for a variety of reasons:

§  AMÉRICA LATINA LOGÍSTICA DO BRASIL S/A

§  BANCO PACTUAL S/A

§  CIMENTO MAUÁ S/A

§  ESTA-EMPRESA SANEADORA TERRITORIAL AGRÍCOLA S/A.

§  GEODEX COMMUNICATIONS DO BRASIL S/A

§  GERDAU S/A

§  HOTÉIS OTHON S/A

§  IBEST S/A

§  L.R. CIA. BRAS. PRODS. HIGIENE E TOUCADOR S/A

§  LIGHT SERVIÇOS DE ELETRICIDADE S/A

§  LOJAS AMERICANAS S/A

§  REPSOL YPF BRASIL S/A

§  TAM TRANSPORTES AÉREOS MERIDIONAL S/A

§  WAL PETROLEO S/A

The APSIS team responsible for this project comprised the following professionals:

2.  PRINCIPALS AND RESERVATIONS

The following information is important and should be read carefully.

This report has been drawn up in strict compliance with the fundamental principles listed below:

§  The consultants have no direct or indirect interest in the companies involved or in the operation, nor is there any other relevant circumstance that could constitute a conflict of interest.

§  APSIS’ professional fees have no relation whatsoever to the conclusions of this report.

§  To the best of the consultants’ knowledge and belief, the analysis, opinions and conclusions expressed in this Report are based on true and accurate data, investigations, research and surveys.

§  The information received from third parties is deemed to be accurate as its sources are cited in this Report.

§  For projection purposes, we have assumed that there are no liens or encumbrances of any nature, judicial or extra-judicial, on the companies in question, other than those listed in this Report.

§  This Report presents all the limiting conditions, if any, imposed by the adopted methodologies that may affect the analyses, opinions and conclusions of said Report.

§  The Report was prepared by APSIS and no one apart from its own consultants was involved in preparing its analyses and corresponding conclusions.

§  APSIS assumes total responsibility for the appraisal material, including implicit content, for the exercise of its functions, especially that established in laws, codes or internal regulations.

§  This Report has been drawn up in accordance with the criteria and recommendations established by the Brazilian Standards Bureau (ABNT), the Uniform Standards of Professional Appraisal Practice (USPAP) and the International Valuation Standards Council (IVSC), as well as requirements imposed by different bodies such as the Accounting Pronouncements Committee (CPC), the Ministry of Finance, the Central Bank, Banco do Brasil, the Brazilian Securities and Exchange Commission (CVM), the Superintendence of Private Insurance  (SUSEP), Income Tax Regulations (RIR) and the Brazilian Committee of Business Appraisers (CBAN), among others.

§  The controlling company and management of the companies involved did not direct, limit, place difficulties upon or practice any acts that could have jeopardized access to, as well as the use or knowledge of the information, goods, documents or working methods that were important to the conclusions of this Report.

3.  DISCLAIMER 

§  When preparing this Report, APSIS made use of data and information from historical accounting registers audited by third parties or unaudited, furnished in writing by the company’s management or obtained from cited sources. Consequently, APSIS has assumed that the data and information obtained for this Report is true and consistent and therefore accepts no responsibility in relation to its veracity or otherwise.

§  The scope of this work does not include auditing the company’s financial statements or reviewing the work of its auditors. Consequently, APSIS is not expressing any opinion on the financial statements of the requesting company.

§  We accept no responsibility for any losses suffered by the requesting company and its subsidiaries, partners, officers, creditors or other parties, resulting from the use of the data or information supplied by the company and presented in this Report.

§  Our work was developed exclusively for the use of the requesting company and its partners for the purpose described above.

4.   APPRAISAL METHODOLOGY

Examination of the already mentioned supporting documentation, in order to verify good bookkeeping in line with the legal, regulatory, normative and structural provisions governing the material, in accordance with accounting practices adopted in Brazil.

We examined FLORESTAL’s accounting books and all other necessary documents for the preparation of this Report, which was based on FLORESTAL´s balance sheet on August 31, 2013 (Exhibit 1).

In the opinion of the appraisers, FLORESTAL´s assets and liabilities have been duly recorded.

5.  APPRAISAL OF FLORESTAL’S BOOK VALUE

FLORESTAL’s accounting books and all other necessary documents for the preparation of this Report were duly examined.

The appraisers concluded that the book value of FLORESTAL’s shareholders’ equity for the purpose of its merger by CSN was negative by three hundred ninety-one million, three hundred eighty-nine thousand, one hundred and seven reais and five centavos (R$391,389,107.05), on August 31, 2013, as shown in the adjacent table:

6.  CONCLUSION 

Following the examination of the previously mentioned documents and based on APSIS´ own studies, the appraisers concluded that the book value of FLORESTAL´s shareholders’ equity for the purpose of its merger by CSN was negative by three hundred ninety-one million, three hundred eighty-nine thousand, one hundred and seven reais and five centavos (R$391,389,107.05), on August 31, 2013.

Having concluded Report SP-0126/13-04, consisting of nine (9) written pages and two (2) exhibits, APSIS Consultoria e Avaliações Ltda. (CRC/RJ-005112/O-9), a company specializing in the appraisal of goods, legally represented by its executive officers, is available to clarify any doubts that may arise.

São Paulo, September 10, 2013.

7.  EXHIBITS 

1.    SUPPORTING DOCUMENTATION

EXHIBIT 1