2013 ANNUAL REPORT THE STRENGTH OF TRANSFORMATION Gerdau THE STRENGTH OF TRANSFORMATION A strength that creates new paths is what drives Gerdau. It It is with this same strength that Gerdau continuously is manifested in its ability to overcome challenges, transform develops its relationship of respect, transparency, and and expand business, and recycle millions of tons of scrap mutual gains with customers, suppliers, communities, to produce quality steel. This strength has accompanied shareholders, and with its more than 45,000 employees Gerdau since its inception in 1901 with the founding of a worldwide. It also helps make people’s dreams become small nail factory. Today, Gerdau has industrial operations a reality since its products are part of building homes and in 14 countries – in the Americas, Europe, and Asia –, with major infrastructure projects such as schools, hospitals, a total annual capacity of more than 25 millions metric tons, bridges, dams, and roads besides being present in cars, and is a leading producer of long steel in the Americas and trucks, wind towers, among others. It also contributes to the one of the largest suppliers of special steel in the world. development of communities through the support of more Recently, the Company also entered two new markets in than 900 social projects in the world. Gerdau believes that it Brazil with its own production of flat steel at its mill in Ouro is this strength of transformation that makes it possible for it Branco (state of Minas Gerais, Brazil) and the expansion of to be a better company today and in the future. its iron ore mining activities. Gerdau’s steel has the strength to transform. To decrease distances is a way to connect people and create more development. Gerdau’s steel is transformed to create new paths. We recycle millions of tons of scrap steel to produce quality steel. Here are some applications of our products. 1 1. Railing in Bars: 2 3 ▪▪ Round Bars ▪▪ Flat Bars 2. Bridge Slab: ▪▪ Welded mesh 4 5 ▪▪ Truss Frames ▪▪ Fabricated Rebars 3. Girders and Crossbeams: ▪▪ Structural Shapes 6 4. Truss Beams: ▪▪ Structural Shapes ▪▪ Angle Bars 5. Beams: ▪▪ Made of Flat Steel 6. Foundation: ▪▪ Fabricated Rebars GERDAU 2013 ANNUAL REPORT KEY INDICATORS* ENVIRONMENTAL MANAGEMENT 2013 2012 82.5 74.8 Investments (R$ million) 160.5 180.0 SOCIAL RESPONSIBILITY 2013 2012 Investments (R$ million) 62.4 52.7 Employee Volunteerism (% of workforce) 28.4 18.9 PEOPLE 2013 2012 Favorability index (internal environment) 75% 76% Net Revenue Accident frequency rate* 1.10 1.06 EBITDA* Investments in training (R$ million) 34.3 37.2 CONSOLIDATED FINANCIAL PERFORMANCE R$ million 50,000 40,000 39,863 37,982 30,000 20,000 10,000 Reuse of byproducts (% of total generated) 4,784 1,694 4,176 1,496 0 2013 2012 Net Profit * Lost-time accident frequency rates per million hours worked, including employees and service providers. The data also includes restricted work and change of function (OSHA recordable treated as LTA accidents). * Represents earnings before interest, taxes, depreciation and amortization, also known as cash generation from operations. CAPITAL MARKET 2013 2012 0.37 0.32 1.6 1.4 0.28 0.24 1.5 1.3 Metalúrgica Gerdau S.A. FINANCIAL MARGINS Gross margin Net margin EBITDA margin 2013 2012 12.9% 12.5% 4.2% 3.9% 12.0% 11.0% Dividends (R$ per share) Dividend yield (%)* Gerdau S.A. Dividends (R$ per share) Dividend yield (%)* Production and shipments 2013 2012 Steel production (thousand metric tons) 18,009 18,920 Shipments (thousand metric tons) 18,519 18,594 * The dollar exchange rate on December 31, 2013 was R$ 2.3426. * Ratio between the dividend paid per share and the share price on the last day of the year. 1 2 GERDAU 2013 ANNUAL REPORT CANADA UNITED STATES MEXICO DOMINICAN REPUBLIC GUATEMALA HONDURAS VENEZUELA COLOMBIA PERU BOLIVIA BRAZIL CHILE URUGUAY ARGENTINA MISSION VALUES To create value for our customers, shareholders, employees, and communities by operating as a sustainable steel business. Be the CUSTOMER’s choice SAFETY above all Respected, engaged and fulfilled EMPLOYEES Pursuing EXCELLENCE with SIMPLICITY VISION Focus on RESULTS To be a global organization and a benchmark in any business we conduct. Economic, social and environmental SUSTAINABILITY INTEGRITY with all stakeholders GERDAU 2013 ANNUAL REPORT SPAIN INDIA GERDAU AROUND THE WORLD 58 151 4 67 4 157 3 Steel mills Downstream operations Iron ore units Scrap collection and processing facilities * Power plants Retail facilities Private port terminals Gerdau Headquarters Countries where Gerdau has jointly controlled entities: Guatemala, Mexico, and the Dominican Republic. * Scrap collection and processing facilities, solid pig iron production facilities, and coal units. 3 4 GERDAU 2013 ANNUAL REPORT TABLE OF CONTENTS 05 Message from the Chairman of the Board 26 Customers 06 Message from the CEO 27 Suppliers 07 Corporate governance 28 Shareholders 11 Strategy and competitive advantages 29 Society 14 Business 30 Environment 14 Performance of operations 20 Finances 34 Timeline 40 Summarized financial statements 22 Relationships 44 Credits and contacts 22 Employees 2013 HIGHLIGHTS ▪▪ Gerdau started up its own production of flat steel in Brazil expanding its annual installed capacity from 700,000 metric by opening a hot rolled coil mill at its plant in Ouro Branco tons of rolled products to 1.2 million metric tons, which is a (state of Minas Gerais, Brazil). volume focused primarily to supply the automotive industry. ▪▪ A second iron ore processing unit is opened in Minas Gerais, ▪▪ Gerdau continued its investments for modernization and increasing Gerdau’s production capacity to 11.5 million metric expansion of its Monroe mill (Michigan), which will bring the tons per year. annual installed capacity to 800,000 short tons. ▪▪ The construction of a new structural shapes mill in Mexico ▪▪ In India, the rolling and first inspection line of bars comes with an annual production capacity of 1 million metric tons of into operation, improving the quality of products in special steel continues in full swing. steel as part of a set of equipment being installed. ▪▪ A new special steel rolling mill started up its operation at the Pindamonhangaba mill (state of São Paulo, Brazil), GERDAU 2013 ANNUAL REPORT MESSAGE FROM THE CHAIRMAN OF THE BOARD “I have confidence in Gerdau’s strength and ability to respond to the challenges of a market that is constantly changing, creating the necessary conditions for improving the efficiency of our operations.” Jorge Gerdau Johannpeter Chairman of the Gerdau Board of Directors Confidence in the ability to expand the efficiency of the operations Throughout 2013, the steel market showed improvements companies at a global level over the coming years, with the in different regions of the world, despite going through a best ones coming out even stronger. time of lower profitability compared to historic levels. The global surplus of steel, the high cost of raw materials and a I have confidence in Gerdau’s strength and ability to currency war continue to be the most important challenges respond to the challenges of a market that is constantly for the industry. changing, creating the necessary conditions for improving the efficiency of our operations. Having more than a Despite this increasingly competitive environment, century of experience and the ability to manage our Gerdau has shown a good operational and financial teams efficiently give us full assurance that Gerdau performance. This is primarily due to the attitudes of our will continue building a successful path as it strives to employees who continuously strive to turn these challenges generate outstanding returns from win-win relationships into business opportunities. We work with a clear and with customers, suppliers, shareholders, employees, and consistent view of the paths the Company should follow communities. in order to reach our long-term strategy of balancing profitability and growth with sustainability. The foundation for To conclude, I would like to thank the Board of Directors, this is in Gerdau’s corporate culture, which is one of our the Executive Committee, and all our employees for their main competitive advantages in the global steel market. continuous efforts to make Gerdau a better company. For 2014, the forecast is for improvement. Nevertheless, the challenging scenario that the sector will continue to face should promote a kind of natural selection among 5 6 GERDAU 2013 ANNUAL REPORT MESSAGE FROM THE CEO “Though we are experiencing adversities from the global economic scenario, we continue to expand our operations in a significant way, especially in Brazil with the startup of production of flat steel and the expansion of our mining activities.” André B. Gerdau Johannpeter Gerdau Chief Executive Officer Specialized management to increase profitability The year 2013 was marked by challenges and opportunities variation, which increased liquidity and improved the for Gerdau. Though we are experiencing adversities from Company’s indicators of indebtedness. We also carried the global economic scenario, we continue to expand our out a full integration of long steel operations in operations in a significant way, especially in Brazil with the Brazil, continued deploying a global IT platform, and startup of production of flat steel and the expansion of our we developed the EBITDA Breakdown project by our mining activities. We also increased the global installed employees. In the area of safety in the workplace, we capacity of special steel, which are directed primarily to reinforced the concepts of safe behavior while striving for supply the automotive industry, with investments in Brazil zero accidents at Gerdau. and the United States, and we completed the first year of operations in India. We also believe that Gerdau’s development includes expanding the quality of life of the communities and Gerdau closed the year with a consolidated net revenue of the strengthening of the steel industry. That is why we R$ 39.9 billion, 5% higher than the previous year. participate in more than 900 social projects in 14 countries, Consolidated shipments remained stable at 18.5 million tons counting on the volunteer work of over 11,000 employees compared to 2012, while steel production was 18 million for most of them. In the environmental area, in turn, we tons, a volume 4.8% lower due to efforts to reduce the continued to make investments in technologies for the Company’s inventories, which resulted in the optimization of preservation of air, water, and soil, seeking to reduce the its working capital. The consolidated operating cash flow impact on the environment. (EBITDA) grew 14.6% over the previous year, reaching R$ 4.8 billion, while the consolidated net profit reached For 2014, higher global economic activity is expected R$ 1.7 billion with a 13.2% increase. compared to 2013, which may cause a higher consumption of steel, despite the uncertainties. Because of that, Gerdau Gerdau’s increased performance in 2013 reflects our has maintained, in a selective manner, its investment plan efforts to enhance the efficiency of our operations and for the execution of the Company’s long-term strategy. the development of certain markets, even though they have been growing less than expected. This would not be I would like to thank our customers, suppliers, shareholders, possible without the dedication of our teams whose daily and communities for the trust placed in our management. commitment makes Gerdau a unique company in the steel I would also like to give a special recognition to our more market. The results from these efforts can be observed, than 45,000 employees. We count on a partnership with all for example, by the almost R$ 1 billion reduction in the of you so that in 2014 we can reach even better results. working capital for the year, excluding the exchange GERDAU 2013 ANNUAL REPORT CORPORATE GOVERNANCE Transparency and respect for all stakeholders characterize Gerdau’s operations Gerdau has a sound governance structure whose conduct The corporate governance structure also includes follows the Company’s century-old values. In daily corporate the audit committees of Gerdau S.A. and Metalúrgica practices, this is reflected in the ability to build new business Gerdau S.A., which monitor and supervise the actions opportunities and at the same time generate outstanding of the management, in addition to expressing opinions profitability, following the principles of transparency and advising on the financial statements. In each of the and respect for all stakeholders – customers, suppliers, companies, the Board of Directors and the Board of shareholders, employees, and communities. Auditors members are appointed at the Annual General Meeting (AGM). Gerdau currently has three publicly traded companies: Gerdau S.A., Metalúrgica Gerdau S.A., and Empresa Gerdau’s corporate management is carried out by the Siderúrgica Del Perú S.A.A. (Siderperu). Gerdau S.A. Board of Directors, whose Gerdau Executive Committee shares are traded on BM&FBOVESPA (state of São Paulo, (CEG) is composed of a Chief Executive Officer and six Brazil), New York Stock Exchange (NYSE), and on the Vice Presidents. The CEG coordinates and supervises the Madrid Stock Exchange (Latibex). Because it operates Business Divisions and Functional Processes in accordance in the capital markets of the United States, Gerdau S.A. with the policies established by the Board of Directors. To follows the requirements of the Sarbanes-Oxley Act (SOX), do so, it has the support of subcommittees set up according which establishes good corporate governance practices, as to criteria of expertise. well as strict control over internal processes. The shares of Metalúrgica Gerdau S.A., however, are RISK MANAGEMENT AND COMPLIANCE traded on BM&FBOVESPA (state of São Paulo, Brazil) and A structured risk management system monitors all the Siderperú on the Lima Stock Exchange. internal and external variables that may impact the business and Gerdau’s operational efficiency. This system CORPORATE GOVERNANCE STRUCTURE is being constantly updated, and in 2013, under the guidance The Board of Directors of Gerdau S.A. is responsible for of the Risk Committee, studies were carried out on the risks defining the Company’s long-term strategies and monitoring arising from expanding activities in the area of mining. the execution of the policies it establishes. In addition to naming the members of the Gerdau Executive Committee Furthermore, Gerdau has a clear compliance system (CEG), this body makes decisions on relevant issues that makes sure the current legislation is followed in all pertaining to the business and its operations. The nine the countries where the Company operates. This system members, including external representatives, meet between also detects and deals with any possible deviation or eight and ten times a year and are advised by the Strategy, inconformity that might occur in relation to the Company’s Corporate Governance, Compensation & Succession, and internal policies. Risks Committees. INDEPENDENT AUDIT The Board of Directors of Metalúrgica Gerdau S.A., in turn, An external audit of the financial statements of Gerdau’s consists of eleven members, nine of whom are also part of publicly traded companies are regularly conducted. In case the Board of Directors of Gerdau S.A. The term of office for of contracting any services not related to external auditing each of its members in both companies is one year with the by the independent auditor, the Company bases this on the possibility of re-election. principles that preserve the auditor’s independence. 7 8 GERDAU 2013 ANNUAL REPORT CORPORATE GOVERNANCE STRUCTURE Shareholders’ Meeting Board of Auditors Corporate Governance, Strategy, Compensation & Succession, and Risks Committees Board of Directors Gerdau Officers and Executive Committee Support Committees Functional Processes Business Operations Brazil Special Steel North America Read more about the Gerdau governance structure at: www.gerdau.com/sobre-gerdau/governanca-corporativa.aspx Latin America GERDAU 2013 ANNUAL REPORT GERDAU S.A. BOARD OF DIRECTORS Jorge Gerdau Johannpeter Chairman Germano H. Gerdau Johannpeter Vice Chairman Klaus Gerdau Johannpeter Vice Chairman Frederico C. Gerdau Johannpeter Vice Chairman André B. Gerdau Johannpeter Board Member Claudio Gerdau Johannpeter Board Member Affonso Celso Pastore Board Member Alfredo Huallem Board Member Oscar de Paula Bernardes Neto Board Member 9 10 GERDAU 2013 ANNUAL REPORT GERDAU EXECUTIVE COMMITTEE 1. André B. Gerdau Johannpeter Chief Executive Officer (CEO) and Chairman of the Gerdau Executive Committee (CEG) 2. André Pires de Oliveira Dias Executive Vice President, Finance, Auditing, and Investor Relations 3. Claudio Gerdau Johannpeter Executive Vice President 4. Expedito Luz Executive Vice President of Legal Affairs and Compliance 5. Francisco Deppermann Fortes Executive Vice President of Human Resources, Management, and Organizational Development 6. Manoel Vitor de Mendonça Filho Executive Vice President, Brazil Business Operation 7. Ricardo Giuzeppe Mascheroni Executive Vice President of Latin America Business Operation 2 5 6 1 3 7 4 GERDAU 2013 ANNUAL REPORT STRATEGY AND COMPETITIVE ADVANTAGES Gerdau reviews its long-term strategy and enhances its management methodologies to ensure sustainable development Gerdau guides its action based on the sustainable growth to the integration of new business fronts and has also of its operations and the quest to create value for its collaborated so that Gerdau can respond to the challenges shareholders while following the vision to be a global posed by the current global economic scenario in an agile organization and a benchmark in any business it conducts. and integrated way. In 2013, the Company reviewed its long-term strategy in order to better define the path to follow in the coming During the year, 3,100 leaders from various countries years to increase its competitiveness in the world market, participated in meetings that were organized to even in challenging business environments. disseminate and engage all leaders through stories, values, and attitudes that continue transforming the During this process, Gerdau confirmed choices that were Company. Presenters at these meetings included already part of its strategy such as maintaining a focus members of the Board of Directors and the Gerdau on the steel industry, which includes opportunities for new Executive Committee. More of these meetings are being business in this market. One example of this is the start-up planned for 2014 in Brazil, Canada, and India. of its own production of flat steel in Brazil and the expansion of mining activities. Additionally, the Company reaffirmed its In addition, the Company has developed a training module management practices, which seek to involve all employees on Gerdau Corporate Culture in line with the Company’s in the challenges ahead and Gerdau’s vision of the future values, which were updated in 2011. During 2013, and, this way, bring superior results to the business. 900 executives participated in these trainings. These executives have the mission to serve as multiplication GERDAU CORPORATE CULTURE hubs for spreading the Company’s values to their teams With 113 years of history, Gerdau’s corporate culture is through personal examples, besides enhancing the the foundation for the Company’s sustainable growth employees’ autonomy and showing respect to people. and one of its main competitive advantages in the global Another key factor of Gerdau’s corporate culture is its steel market. The strengthening of this culture, a focus strong focus on social responsibility and encouraging the of the human resources department, has contributed practice of volunteering. GERDAU STRATEGY Profitability and Growth with Sustainability Relevance in the markets Business competitiveness Player in all segments Integrated Organization Geographic diversification 11 12 GERDAU 2013 ANNUAL REPORT Business Divisions with the possibility of it being replicated in the following years to all operations. The program will also keep its focus on special steel, seeking to develop products and services with greater added value for its customers. The Company will also expand its Ideas program, which is currently focused on mills and factories, to other processes to include the Organization’s managerial levels. GERDAU BUSINESS SYSTEM (GBS) Gerdau has implemented the Gerdau Business System Over 3,000 leaders participated in meetings about Gerdau’s corporate culture with members of the Board of Directors. (GBS) for over 10 years now. It is a single management system that identifies, consolidates, and shares the Company’s best practices throughout all its processes. EBITDA BREAKDOWN Currently all of Gerdau’s operations located in 14 countries Since 2012, Gerdau has developed the EBITDA are using the system in an integrated and aligned way, Breakdown Project, which is an innovative initiative enabling the Company to reach higher levels of productivity where each employee begins to get to know exactly and quality in everything it does. what his or her role is and their contribution in reaching the Company’s targets of cash from operations (EBITDA). GERDAU TEMPLATE Throughout 2013, the Company involved all its employees Gerdau is in the process of implementing a single, worldwide, both in industrial units as well as those in non- global information technology platform in order to better industrial processes. They also began to work on identifying manage its operations around the world. Currently, units opportunities for gains in EBITDA and building action responsible for 48% of the Company’s production volume plans to support reaching the targets within each Business are already working using this tool. The initiative will be Division. In 2014, Gerdau plans to further consolidate this expanded to other plants and reach 87% of the produced method of action, emphasizing the impact employees have steel volume by 2015. Due to this, the Company will be able on increasing profitability and ensuring the sustainability of to extend the efficiency, safety, and agility when sharing its operations in the short, medium, and long term. internal information, as well as enhance its customer service in all the countries where it operates. INNOVATION PROGRAM In 2013, Gerdau made a significant move to strengthen OUR CAUSE PROJECT its innovation efforts. The Company launched the Gerdau works diligently to increase the efficiency of its Innovation Program globally to identify new and long operations, which has resulted in more than R$ 500 million lasting opportunities to create value for its business using worth of operating synergies in Brazil within a period less innovative solutions for products and services, internal than two years. Through Our Cause Project, which began processes, management, or business models. During the in 2012, a team of more than 1,000 employees worked year, for example, specific methodologies were developed together to consolidate the production management process to strengthen Gerdau’s innovative capacity and for long steel, iron ore, and solid fuels, as well as their technological expertise on four fronts: flat steel, special respective support areas in Brazil. The gains achieved by steel, information technology, and energy efficiency. the end of 2013 account for more than half of the target set at the beginning of the project, which was R$ 1 billion by In 2014, the program will develop a long-term planning 2015. That is why the deadline for reaching the target was process that will include identifying opportunities for anticipated to the end of 2014, which should contribute to innovation and differentiation in each of the Company’s the Company’s increased liquidity during the year. GERDAU 2013 ANNUAL REPORT PARTICIPATIVE PROGRAMS SIX SIGMA PROGRAM Gerdau encourages creativity and teamwork from In 2013, the 181 projects developed with the Six Sigma its employees to build continuous improvement of its methodology generated US$ 179 million of the Company’s processes. Quality Improvement Story (QIS) Groups, for financial return. The use of this management tool by example, bring together three to seven people who use especially trained professionals enables increased management tools to solve everyday problems in the productivity and improvement of processes and products, processes. In 2013, 688 QIS groups participated in the leveraging results faster. initiative to find improvements, which generated gains of US$ 184 million for Gerdau. The Ideas program, where MANAGEMENT FOCUSED ON THE OPERATOR employees identify opportunities to improve the results in To further stimulate the autonomy and development of its their areas, resulted in more than 107,000 suggestions that teams around the world, Gerdau continues deploying the netted gains worth US$ 44 million. Management Focused on the Operator (MFO) program. Through this initiative, employees help in managing their work cell and controlling its processes with NUMBER OF IDEAS SUGGESTED BY EMPLOYEES 120,000 107,198 safety, quality, costs, maintenance, and the environment. Already implemented in several of the Company’s units in eight countries, the MFO was expanded in 2013 to other 99,765 industrial plants in Brazil, the United States, and Venezuela. 100,000 In 2014, it will be implemented in mills in Spain and Peru, as well as additional mills located in the United States. 80,000 59,725 60,000 KNOWLEDGE MANAGEMENT 40,000 One of the tools used most in Gerdau’s everyday operations 20,000 network where employees from all of the Company’s units is the Communities of Practice, an internal virtual around the world share best practices and find solutions to 0 problems by sharing experiences. 2013 2012 2011 In 2013, a total of 5,700 professionals from 14 countries participated in this initiative, which is part of the Knowledge Management program-a set of strategies developed to maximize the use of existing knowledge in Gerdau. Gerdau teams that achieved the most significant results are recognized annually at the global meetings for Quality Improvement Story (QIS) groups. 13 14 Business GERDAU 2013 ANNUAL REPORT Gerdau starts its own production of hot rolled coils at its mill in Ouro Branco (state of Minas Gerais, Brazil). PERFORMANCE OF OPERATIONS Gerdau improves management to expand operating results Throughout 2013, Gerdau’s consolidated shipments PERSPECTIVES: WORLD remained stable compared to 2012, reaching 18.5 million metric tons. At the same time, steel production was ▪▪ The estimates of the International Monetary 18 million metric tons, 4.8% lower. During the year, Fund (IMF) for the global GDP point to a growth of Gerdau invested R$ 2.6 billion in fixed assets (CAPEX), 3.7% in 2014. Therefore, there is an expectation mainly for projects already underway. of increased global economic activity this year compared to 2013, which may be reflected in a higher consumption of steel. Shipments Per Business Division 18.5 million metric tons Latin America 15% Except Brazil Special Steel 15% Includes special steel operations in Brazil, Spain, the United States, and India ▪▪ Given this scenario, the World Steel Association Brazil 38% Except special steel mills North America 32% Includes long steel operations in the United States and Canada estimates a 3.3% growth in steel consumption in 2014, reaching a level of 1.52 billion metric tons. ▪▪ Despite the uncertainties in the global economic market, Gerdau has maintained its strategic investment plan for the execution of its long-term plan. GERDAU 2013 ANNUAL REPORT BRAZIL will go into operation, which will expand the surface quality (excluding special steel mills) of the products. The second stage of the investment plan in During the year, sales to the Brazilian market (excluding flat steel is installing a plate mill in this same plant. special steel mills) totaled 5.9 million tons, 10.6% over 2012, which included the sales of semi-finished products (slabs Another highlight was the continuity of Gerdau’s and billets) and rolled products. Exports from Brazil were investments in the mining segment. Shipments of iron 1.4 million tons and 29.4% lower because of lower demand ore to the international market, for example, were expanded in the international market and excess installed capacity of from 325,000 metric tons in 2012 to 1.2 million metric tons steel in the world. Added to this are the impacts of the Brazil in 2013. In addition, the Company opened the second iron cost and the exchange variation, which are factors that limit ore processing unit (UTM II) located in Miguel Burnier (state the competitiveness of Brazil’s industry. The operating cash of Minas Gerais, Brazil), which made it possible to expand flow (EBITDA) in Brazil, however, was R$ 3.2 billion, up the Company’s production capacity from 6.5 million to 34.8% year-over-year. 11.5 million metric tons of iron ore. Gerdau operates in the Brazilian market with 11 mills During the year, Gerdau was also awarded the that produce steel and rolled products, 3 downstream environmental permit to increase the rate of production operations, 39 fabricated reinforcing steel facilities, 5 flat from 1.5 million to 6 million tons at its Várzea do Lopes steel service centers, 9 scrap collection and processing mine, therefore expanding the Company’s iron ore units, and 4 iron ore units. It is one of the largest distributors mining capacity. In the coming years, investments in this of steel in the country with 90 branches located in several segment include building a rail terminal to streamline states, which ensures an efficient and fast supply to its the transportation of products to the port terminals in the customers. In order to constantly improve its management southeastern region of the country, the implementation of of costs and increase its efficiency, the Company a private road to facilitate the transportation of the raw ore consolidated the production management operations for mineral (ROM) from the Várzea do Lopes mine to Miguel long steel, iron ore, and solid fuels, as well as its respective Burnier, and a 9-kilometer long conveyor belt system to areas of support in Brazil. transport the processed iron ore to the Ouro Branco mill. As for the long steel segment, Gerdau continues to invest in expanding the Cosigua (state of Rio de Janeiro, Brazil) mill with the intent of expanding sales to industrial and civil construction sectors. To support this, a new rolling mill with an annual installed capacity of 600,000 metric tons, that could be expanded in a second phase, will be installed for wire rod and rolled rebar. Gerdau announced investments focused mainly on the expansion of its iron ore mining activities to the Government of the state of Minas Gerais. The Company is also building a new melt shop with an annual capacity of 650,000 metric tons of steel at the Riograndense mill located in Sapucaia do Sul (state The search for greater profitability in the business also of Rio Grande do Sul, Brazil). Those undertaking will included the Company’s start up of its own production replace the existing melt shop and will add 200,000 of flat steel in the country. The rolling mill for hot rolled metric tons to the mill’s annual capacity. The investment coils started operations in August with the annual capacity will also increase productivity, operational safety, product of 800,000 metric tons at the Ouro Branco (state of Minas quality, and environmental protection, while reducing the Gerais, Brazil) mill. In 2014, a line of finishing hot rolled coils mill’s energy consumption. 15 16 GERDAU 2013 ANNUAL REPORT A second iron ore processing unit goes into operation, expanding the Company’s production capacity. PERSPECTIVES: Brazil NORTH AMERICA (includes long steel operations in the United States ▪▪ The expectation for 2014 is for continued growth in the Brazilian market, which should be reflected in steel consumption that is expected to reach 27.4 million metric tons, an increase of 3.2% over 2013 according to the Brazil Steel Institute. and Canada) In 2013, the U.S. economy continued its gradual recovery process. However, the steel market was mainly impacted by the growing share of imported products due to the appreciation of the U.S. dollar and the global oversupply ▪▪ In relation to the construction industry, which is of steel. During the year, Gerdau’s sales in the United a major consumer of Gerdau steel, the forecast States and Canada (excluding special steel mills), totaled for the GDP is 2.4% in 2014 according to IBGE, 6.1 million metric tons, 5.1% less compared to 2012. The driven by the continued growth of real wages, the supply of housing credit, the completion of infrastructure projects in the country, and initiatives related to the World Cup and the Olympics. Due to this, Gerdau continues to actively supply steel for important building projects in Brazil, such as airports, urban mobility projects, and projects related to energy. EBITDA of the Business Division, on the other hand, was 37.6% lower compared to the previous year impacted by the lower dilution of fixed costs due to the lower utilization of our units’ installed capacity in the region. Due to the decrease in demand, the Company made the difficult decision to cease operations of its small unit in Joliet (Illinois) that had a rolling capacity of 70,000 metric tons per ▪▪ Considering the future growth potential of the year. The Company also decided to temporarily suspend Brazilian market, Gerdau continues to be fully the melt shops’ activities of its Cambridge steel mill located prepared to meet the needs of its customers, in Canada, which can begin to operate again when the with whom it has a close relationship, and demand in the region improves. to continuously improve the efficiency of its operations. Given this scenario, Gerdau continued seeking to improve its management processes in order to operate the business in an increasingly efficient manner. To GERDAU 2013 ANNUAL REPORT do this, the Company implemented a new management currencies, caused a high level of imports in the region. software system in all of its units in the region to optimize its Due to this scenario, market developments and the internal processes and further qualify its customer service. Company’s initiatives to improve its management In 2013, Gerdau also started up the operations of a new processes contributed to greater efficiency and reheating furnace at its mill in Calvert City (Kentucky). increased the Company’s margins. The operating cash The investments made in the implementation of a new flow (EBITDA) of this Business Division, for example, grew continuous casting plant in St. Paul (Minnesota) continue 137.8% compared to 2012, reaching R$ 428 million due to strong. It will replace the existing one with an annual higher sales volumes and consequently higher dilution of production capacity of 550,000 metric tons. The equipment fixed costs along with cost optimization efforts. is designed to produce special bar quality (SBQ) steel and will begin operations in 2014. PERSPECTIVES: NORTH AMERICA ▪▪ In 2014, the U.S. economy is expected to show growth, which should increase the consumption of steel. The non-residential construction activity, for Despite this scenario, Gerdau continued its investments in Latin America. In Mexico, the Company continues the construction of a new mill for producing structural shapes, with its joint venture Gerdau Corsa. Most of the equipment has already been delivered by the manufacturers and the construction is fully underway. The new unit should example, has already shown some signs of recovery. become fully operational in 2015 and will have an annual According to the U.S. Department of Commerce, production capacity of 1 million metric tons of steel and investments in this segment increased 4.6% in 2013. 700,000 metric tons of rolled products. The venture will ▪▪ The Purchasing Managers Index (PMI) of the Institute for Supply Management, the main indicator of U.S. industrial production, achieved the best result of the year in December with 56.5 points, anything above 50 represents growth. Despite the country’s harsh winter, the indicator reached 51.3 points in January 2014, thus remaining on a positive trend. cater primarily to the metal construction and industrial sectors in the country. In Guatemala, Gerdau has joint ownership in Corporación Centro Americana del Acero, where a new rolling mill for rebars and light commercial profiles was opened in 2013. The annual capacity of this operation is 200,000 metric tons. Investments are also being made in the ▪▪ The outlook for the U.S. economy in 2014 is optimistic. technological upgrading of its mills in Tocancipá and Tuta, The IMF estimates that the United States should have both in Colombia. a 2.8% growth in its GDP. According to the World Steel Association, the steel consumption in the country should increase 3% during the year, reaching 99.8 million metric PERSPECTIVES: LATIN AMERICA tons, mainly influenced by the automotive, energy, heavy ▪▪ According to the IMF, most Latin American countries equipment, and non-residential construction sectors. where Gerdau has operations should show growth in their GDP in 2014, especially Peru (5.7%), Chile (4.5%), and Colombia (4.2%). LATIN AMERICA ▪▪ Steel consumption in this region (excluding Brazil) (excluding Brazil) should grow 5.9% in 2014, reaching 44.9 million metric In 2013, Gerdau’s sales in Latin America (excluding Brazil) tons according to data from the World Steel Association. rose 3.7%, reaching 2.8 million metric tons, which reflects the region’s economic growth. However, it is important to point out that the global surplus of steel, plus the impact of the exchange rate variation of the dollar against local ▪▪ The Company continues to heavily monitor the high level of steel imports into the region. 17 18 GERDAU 2013 ANNUAL REPORT Gerdau continues investing in a new structural shapes mill in Mexico. SPECIAL STEEL the substitution of imports and the expansion of exports. (includes special steel operations in Brazil, The production of light and heavy vehicles in the United States, Spain, and India) 2013 increased 10% compared to 2012, reaching Gerdau’s Special Steel Business Division includes 13 mill 3.7 million units. located in Brazil, Spain, the United States, and India. This geographic diversification allows the Company to meet the Gerdau continued to invest heavily in its special steel specific needs of its global clients and ranks it as the world’s units in Brazil. In its Pindamonhangaba (state of São largest supplier of special steel for the automotive industry. Paulo, Brazil) mill, for example, a new rolling mill began In addition, Gerdau provides special steel to the oil & gas, operating in December 2013 with an annual capacity of wind energy, agricultural machinery, and mining industries, 500,000 metric tons. Thus, the plant’s installed capacity, among others. which distributes 80% of its products to the automotive sector, rose from 700,000 to 1.2 million metric tons per year. In 2013, the sales of special steel grew by 7.5%, totaling The mill in Mogi das Cruzes (state of São Paulo, Brazil) will 2.9 million metric tons. This good performance was due also expand its rolling capacity from 216,000 to 276,000 to improvements in the heavy vehicle market in Brazil metric tons per year beginning in 2014. and the sales made by the plant in India in its first year of operation. EBITDA, however, was R$ 909 million, 15.3% In North America, demand for special steel increased with lower compared to 2012, primarily due to higher costs the recovery of light vehicle sales, which slightly offset the related to the learning curve of the start of operations in decline in the production of heavy trucks and lower activity India and Europe’s economic situation. in oil & gas exploration. During the year there was a 4.5% increase in total production of vehicles, reaching 15.5 million In Brazil, the heavy vehicles market recorded a significant units. Due to this, Gerdau decided to continue various recovery after a weak performance in 2012 with the Euro 5 investments, such as the modernization and expansion legislation coming into force. Despite the drop in sales of of the Monroe mill (Michigan), whose annual production light vehicles, production progressed substantially well with capacity will reach 800,000 metric tons upon completion. GERDAU 2013 ANNUAL REPORT Meanwhile, the main markets for special steel in Europe PERSPECTIVES: SPECIAL STEEL showed a recovery in the fourth quarter of 2013. The registration of automobiles, for example, increased by 6% ▪▪ The outlook in 2014 is positive for most of the compared to the same period in 2012. However, 2013 was regions where Gerdau operates. In Brazil, Anfavea’s still a difficult year for the light and heavy vehicle markets, projections indicate that the production of light and resulting in a 2% decline. heavy vehicles should reach 3.8 million units, which is 1.4% higher than 2013. Despite the recovery that began in the fourth quarter of 2013 in India, the main markets for special steel (light and heavy vehicles) decreased over the year due to the slower pace of economic growth. This slower rate of growth was caused by rising interest rates and a drop in the mining ▪▪ In the United States, the recovery of the heavy truck market and the continued growth in light vehicle sales should reflect positively on the portfolio of orders at Gerdau’s special steel units in 2014. activity, which primarily affected the segment of heavy ▪▪ In Europe, the recovery should continue occurring vehicles. Despite this, Gerdau began operating its new gradually with the improvement of the economy and bar inspection line in 2013, which has an annual capacity of 300,000 metric tons. The installation of a second line the need for replenishing inventory levels, which may increase the sales of special steel. of bar inspection is fully underway in order to ensure ▪▪ In India, the recovery that started in the last quarter superior quality in the products. Also in progress is the of the year should continue into 2014 supported also implementation of a coke mill with an annual capacity of by the prospect of higher volume of public spending. 200,000 metric tons that is integrated into a 15 MW power generation mill. A new special steel rolling mill with an annual capacity of 500,000 metric tons is opened in Pindamonhangaba (state of São Paulo, Brazil). 19 20 GERDAU 2013 ANNUAL REPORT FINANCES Gerdau’s net revenue grows 5% in 2013 NET REVENUE Gerdau’s consolidated net revenue reached R$ 39.9 billion, 5% increase over 2012. OPERATING EXPENSES In consolidated terms, cost of sales were R$ 34.7 billion, 4.5% above 2012. However, selling, general, and administrative expenses, grew 5.7%, reaching SOURCE OF NET REVENUE R$ 39,9 bilhões Special Steel 19% Brazil 37% Includes special steel operations in Brazil, Spain, the United States, and India Except special steel mills R$ 2.6 billion. In 2013, operating expenses represented 6.6% of the consolidated net revenue compared to 6.5% in 2012. Latin America 13% EBITDA North America Except Brazil 31% Includes long steel operations in the United States and Canada The consolidated operating cash flow (EBITDA) grew 14.6% over the previous year, reaching R$ 4.8 billion, influenced mainly by the increased participation of Brazil. The EBITDA margin also improved, reaching 12% Note: The above information does not include data from affiliated companies or jointly-owned subsidiaries. against 11% the previous year. CONSOLIDATED STATEMENT OF INCOME - SUMMARIZED* Gerdau S.A. and subsidiaries (R$ millions) 2013 2012 % 2013/2012 39,863 37,982 5.0% (34,728) (33,234) 4.5% 5,135 4,748 8.2% (2,381) (2,400) -0.8% 2,754 2,348 17.3% Net financial income (1,301) (789) 64.9% Income before taxes 1,453 1,559 -6.8% 241 63 482.5% 1,694 1,496 13.2% Net sales revenue Cost of sales Gross income Operating expenses Income before financial income and taxes Income and social security taxes Net income for the year * Years ended on December 31, 2013 and 2012. COMPOSITION OF CONSOLIDATED EBITDA* (R$ MILLION) 2013 2012 Net Income 1,694 1,496 Net financial income 1,301 789 Provision for income tax and social contribution (241) 63 Depreciation and amortization 2,030 1,828 EBITDA 4,784 4,176 12.0% 11.0% EBITDA Margin *Includes the results of affiliated companies and jointly owned subsidiaries according to the equity method. GERDAU 2013 ANNUAL REPORT NET INCOME Despite the devaluation of the Real by 14.6% against Gerdau’s net income in 2013 was R$ 1.7 billion, the U.S. Dollar between 2012 and 2013, the exposure 13.2% higher compared to 2012 due to improved of the gross debt in a foreign currency showed a slight operating performance. decrease, going from 80.3% in 2012 to 79.5% in 2013. This lower exposure is a result of the Company’s financial Value Added Breakdown management initiatives to minimize the foreign exchange In 2013, Gerdau companies generated in consolidated risk in a period of the Brazilian Real’s volatility. terms R$ 11.2 billion in value added products, 12.7% higher than in 2012. This good performance is a result of The increase in cash (cash, cash equivalents, and revenues from products and services net of discounts, investments), which was R$ 2.5 billion in 2012 and reached which reached R$ 42.1 billion, net of costs of R$ 30.9 billion R$ 4.2 billion in 2013, occurred due to the reduction of related to raw materials and consumer goods, outsourced working capital in the period and the higher generation of services, depreciation and amortization, equity in earnings, cash from operations. In 2013, 49.3% of the cash was held and financial income, among other items. by the Gerdau companies abroad, mainly in U.S. Dollars. The 1.9% increase in net debt is a result of the increase in gross debt, partially offset by the Company’s increase VALUE ADDED BREAKDOWN R$ 11.2 billion of cash in the period. Furthermore, the average nominal cost of the gross debt (principal) was 6.5%, and 8.6% was Reinvestments of profits Taxes and social contributions the amount denominated in Reais, 5.9% plus exchange 10% rate variation on the total amount in US Dollars taken from Brazil, 6.1% on the amount taken by the subsidiaries 24% Salaries, benefits, profit sharing, and training 47% Interest on financing 14% abroad. On December 31, 2013, the average payment maturity of gross debt was 5.3 years. The ratio between net debt and EBITDA showed an improvement in the year, reaching 2.5 times in 2013 Dividends and interest on shareholder’s equity 5% compared to 2.8 times in 2012, a result from the Company’s efforts to reduce working capital and improve the generation of cash from its businesses. INDEBTEDNESS (R$ MILLION) December 31, 2013 December 31, 2012 1,838 2,583 Non-current 14,869 12,086 91.1% long term. The increase in the gross debt in Gross debt 16,707 14,669 relation to the previous period was primarily due to the Interest on debt (391) (309) effect of the exchange rate on the loans denominated in Cash, cash equivalents, and financial investments 4,222 2,497 12,094 11,863 FINANCIAL LIABILITIES On December 31, 2013, the gross debt (principal) of R$ 16.3 billion was comprised of 8.9% short term and different currencies. Current Net debt 21 22 Relationships GERDAU 2013 ANNUAL REPORT Gerdau continually invests in training, new technologies, and equipment to ensure safety in the workplace. EMPLOYEES Investments in training contribute to reaching the Company’s challenging goals Gerdau encourages its more than 45,000 professionals Within this new structure, and with a focus on Technical to surpass their own goals and transform their expertise Training of Operations, the Technical School project into superior results for the business. To achieve this, the was developed to reorganize the company’s technical Company believes it is essential to continuously develop development initiatives and accelerate the dissemination of its employees at all levels within the Organization. In knowledge, especially among the operators and facilitators 2013, each employee dedicated an average of 48 hours to in the melt shop, rolling mill, quality, procurement and training, resulting in a total investment of R$ 34.3 million. recycling departments. This is why more than 250 employees from nine countries where Gerdau operates participated in During the year, Gerdau restructured its internal education developing 150 new training courses in 2013, each of which and training initiatives for employees to expand their are available in three languages (Portuguese, Spanish, skill set and to encourage innovation that will promote and English). To broaden access to this and other training a performance improvement for the business. Today, programs to its employees, Gerdau developed a Corporate Gerdau’s Corporate Education is organized into four main Education portal. The portal was made available to more than areas of training and development: basic training, technical 20,000 employees in Argentina, Canada, Chile, Colombia, training of operations, training in support processes, and the United States, Mexico, and Uruguay. In 2014, it will be leadership training. available to another 23,000 employees in Brazil and Peru. GERDAU 2013 ANNUAL REPORT To accomplish the task of training global leaders, Gerdau has created the Gerdau Business Program (GBP), which is a customized two-year MBA that meets the needs of the Company. The program is conducted in partnership with the Institute of Education and Research (Insper) from São Paulo and also involves world-renowned universities, such as Insead in France and Darden in the United States, which increases the international exposure of the participants. The INVESTMENTS IN OCCUPATIONAL SAFETY AND HEALTH R$ million 120 100 third edition of the GBP was completed in August 2013 and 80 had participation from 32 executives in Brazil, Chile, Mexico, 60 Peru, and the Dominican Republic. 102.3 92.7 71.0 40 During the year, Gerdau also continued its Accelerated 20 Training of Engineers program, which is an initiative aimed to accelerate and strengthen the technical capacity of its 0 2013 participants. With the participation of 19 engineers, the 2012 2011 program guided the development of professionals in the implementation and management of investments in the Company’s capital goods (CAPEX). The program included 484 hours of classroom training, technical visits to areas, and the study of investments, along with the individual follow-up of mentors and of internal coaches. TRAINING AND DEVELOPMENT 2013 2012 Investments (R$ million) 34.3 37.2 Number of training hours per employee 48.0 44.6 HEALTH & SAFETY All of Gerdau’s operations in the world follow the Safety Management System, which is a strict set of practices that involve continuous investments in new technologies, equipment, and global management systems. In 2013, this area received R$ 102.3 million, a 10% increase from the previous year. To further enhance safety in the workplace, Gerdau pursues continuous improvement of the attitudes and behaviors of its employees in relation to safety. Since 2012, the company has been training its leaders through the Handbook on Behavioral Management in Occupational Safety, which is a material that has been customized and aligned with best practices worldwide. Implementation of this training earned the Company the 2013 Safety and Health Excellence For the third year in a row, Gerdau is recognized for its initiatives in safety. 23 24 GERDAU 2013 ANNUAL REPORT Recognition award from the World Steel Association, which honors successful programs implemented in the area of occupational health and safety. During the year, Gerdau also updated and expanded the mapping of critical operational risks of its production processes with a focus mainly on its mining activities. Specific guidelines were established toward this, accompanied with a training for employees and third-party service providers at the mines of Várzea do Lopes and Miguel Burnier, both located in the state of Minas Gerais in Brazil. As a result of these actions, the accident frequency A global intranet enables fast and easy access to global and local content using a single interface. rate per million hours worked (international index that measures the occurrence of accidents in the workplace) Trainees Program in North America and several countries remained 1.10, which is lower than the world average in Latin America, including Brazil. For over two years, the for the steel industry, whose latest figure released by the trainees receive on-the-job training to learn the industrial World Steel Association is 1.41. and commercial processes. As part of the program, Gerdau trainees also participate in an individual mentoring program to GLOBAL INTERNAL RECRUITMENT develop a project about a strategic theme related to their work To meet the career development aspirations of its process or area of expertise. According to a survey conducted employees and to strengthen the engagement and retention in 2013 to measure the degree of satisfaction of managers and of internal professionals, Gerdau created the Global Internal participants, the favorability index to the program is quite high. Recruitment program. In 2013, more than 500 positions In 2014, 127 new trainees will join the Company. were filled with employees through the internal disclosure of opportunities, including international openings. MANAGEMENT OF HIGH POTENTIALS AND SUCCESSION EMPLOYEE COMMUNICATIONS One of the Company’s challenges is the succession Gerdau is constantly seeking to improve its internal planning for professionals who will take on positions of communication practices. Therefore, in 2013 the Company leadership following Gerdau’s corporate culture. It is built a global intranet that makes it fast and easy to access with this objective that every year People Development global and local content from a single platform. The project, Committees are held in the various Business Divisions which was developed over one year by a team of 36 to internally analyze and identify professionals with employees from all Business Divisions in the Company, was outstanding potential for career development in the launched globally in early 2014. The initiative incorporated Company. Gerdau held 240 of these committees in 2013, external benchmarks and already existing intranets used by where division leaders analyzed and proposed career several of Gerdau’s operations. development actions for over 9,000 professionals. FUTURE GERDAU TRAINEES To support the development of these professionals, Gerdau continually invests in attracting and retaining mentoring and external coaching programs were also new talent. The Company currently has conducted. The mentoring program is guided by a 110 young professionals attending the Future Gerdau methodology developed internally and has mentors and GERDAU 2013 ANNUAL REPORT mentees meet regularly to enlarge the strategic vision of the Cause Project was created to seek greater integration and business, disseminate the corporate culture, and develop engagement from more than 24,000 employees who are individual skills. Currently, 22 executives participate in the involved in this project. To achieve the proposed results, the program as mentees and are paired individually by Company turned its efforts to strengthening its corporate 14 mentors with a high level of knowledge and culture among the leadership, as well as to work hard to experience, among them members of the Board of define benchmarks and targets shared among the teams, Directors and Executive Committee. and to streamline internal processes while encouraging the culture of innovation and meritocracy. By this, it is The external coaching program seeks to develop skills expected that the challenges imposed are well managed typically pertaining to leadership, team management, and absorbed by all, always seeking the achievement of its communication, and influence, among others. Therefore, employees and their satisfaction in the workplace. the external coaching consists of a structured, personalized, and individual process conducted by a professional from COMPENSATION AND BENEFITS the market with training and specific experience and who Gerdau’s compensation systems are designed to enhance has been previously accredited by the Company for the and encourage employees by recognizing their outstanding development of this program. performance and contributions. In addition to a fixed salary, the professionals receive variable compensation based on INTERNAL CLIMATE reaching individual, team, unit, and operation goals. Gerdau In 2013, the favorability index of the Employee Opinion also offers benefits in line with the needs of each region Survey, which is one of the main tools used for where it operates. In 2013, the Company changed the long- assessing the Company’s internal environment, proved term compensation plan for its executives to make it even once again a high level of employee satisfaction. The more efficient, besides contributing to the attraction and indicator was 75% favorable, six percent higher than the retention of talents. world market average, which includes global companies with excellent financial performance and/or are ranked one of the companies most admired by Fortune magazine. LABOR UNION AGREEMENTS BENEFITS (R$ million) 2013 2012 Meals 94.3 94.7 In addition, Gerdau was featured in the category leadership Transportation 75.6 75.4 in the magazine Guia Você S/A that assesses the best Health 378.2 401.4 companies to work for in Brazil according to the perception Retirement Plan* 208.6 170.7 of its professionals and evaluation of the management practices by people from the Company. Since 2008, the * Brazil, USA, Canada, and Chile. Company scored among the 150 organizations best Gerdau’s union negotiations are conducted with positioned in the ranking. transparency and focus on the sustainability of the business as well as common interests. In 2013, the OUR CAUSE PROJECT Company secured 15 mutually-satisfying agreements in Throughout 2013, Gerdau overcame important challenges Brazil, Canada, Chile, Colombia, Spain, the United States, in Brazil with the full integration of its long steel operations, and Mexico. the start-up of flat steel production, and the expansion of mining activities. To support the Company’s growth, the Our 25 26 GERDAU 2013 ANNUAL REPORT CUSTOMERS New products and unique solutions increase the competitiveness of Gerdau’s customers Gerdau works to add value to the business of its more to the reduction of vehicle emissions. In Spain, for example, than 130,000 customers worldwide by developing new a steel grade with high mechanical and corrosion resistance products, services, and applications for steel. This is was designed to be used in diesel engine pistons, which because the Company believes that its sustainability experience high temperatures and pressure in the is directly related to the strengthening of the steel combustion chamber. business supply chain and helping their customers stand out before their competitors. Another way Gerdau contributes to increasing the competitiveness of its customers is by conducting courses One example of this is the Company starting up its own and seminars that provide a deeper technical knowledge production of flat steel in Brazil in 2013, which made it of the manufacturing process of special steel and their possible to expand the product mix and meet the specific applications. Through the program, The World of Special demands of each segment of steel. Before starting its Steel, for example, Gerdau holds lectures and technical own production and sales of hot rolled coils, the Company visits at their mills in Brazil. Throughout the year, this took the time to understand the needs of this new market initiative involved the participation of 11 companies and segment by visiting customers and conducting external benefited more than 150 customers. benchmarks with suppliers and international producers of flat steel. Gerdau also invested heavily in the training of more than 500 professionals, including technicians, managers, salespeople, and sales reps. Similarly, in Mexico, Gerdau sought to broaden the knowledge of its clients about methods for applying steel structures in construction projects. The focus of the initiative was to expand the market for selling structural shapes with the start-up of operations at a new Gerdau mill in the country (read more on this subject on p. 17). Some of the highlights of the actions taken are the 50 conferences organized for about 3,000 people, including engineers, students, and industry professionals, totaling 5,000 hours of activities. In the special steel sector, the focus is on innovation. In 2013, about 10% of the volume sold by Gerdau’s special steel operations in the world corresponded to products created in the last three years by the Company’s research and development centers, especially projects that contribute Gerdau provides opportunities for its customers to expand their knowledge of the production of special steel and their applications. GERDAU 2013 ANNUAL REPORT SUPPLIERS Building long-term relationships with suppliers contributes to increasing Gerdau’s competitiveness Gerdau believes that building long-term relationships with Gerdau gives preference to suppliers that share its values its suppliers is critical to enhancing its efficiency practices, of respect for people and the environment. In addition to which translates to manufacturing products with better requiring strict compliance with the laws in each country quality, optimizing processes, and reducing costs. In all where it operates, the Company also performs periodic countries in which it operates, Gerdau seeks to establish audits to ensure the compliance of its suppliers to Gerdau’s partnerships with large and small suppliers in order to levels of excellence. gain the knowledge and innovation of global players, while also contributing to the economic development DEVELOPMENT OF MICRO AND of the regions where it operates by supporting smaller SMALL ENTERPRISES suppliers that generate local income and jobs. With more than 30,000 suppliers worldwide, Gerdau invests in initiatives to improve the management In 2013, for example, the Company was able to reduce the practices of micro and small enterprises, which cost of refractories, which is an important raw material used represent 60% of its network of suppliers. The Supplier in electric furnaces that is resistant to high temperatures, Development Program (SDP), for example, offers more than contributing to a better operating cash flow (EBITDA). 500 hours of training over 18 months by means of courses Carried out in partnership with its suppliers, the initiative and on-site consulting services. This initiative also includes helped to reduce the consumption of this material in mills the planning and execution of action plans, participating located in nine countries. In 2014, the project should be in trade shows and business trade meetings, as well as implemented in other Gerdau mills around the world. visiting other companies to learn practices. Throughout 2013, more than 383 suppliers were trained in Argentina, The Company has also adopted a new practice in its Brazil, Mexico, Peru, and Venezuela. As a result, Gerdau business relationship with some market segments: the increased the volume of business for these companies by reverse auction. This initiative uses an online trading 20% over the previous year. platform where the buyer announces his purchasing needs and invites suppliers to submit their sales proposals Because steel scrap is one of its main raw materials, Gerdau for the product, which brings opportunities for a greater is also dedicated to the development and improvement number of companies to participate in the bids. This way of micro and small scrap dealers as well as recycling the Company is benefited because it can count on a wider cooperatives in different countries. In 2013, it promoted variety of prices, advantages, and terms that best align projects of technical and managerial training to 150 scrap to its needs, as well as the supplier since it can measure suppliers in Brazil, Chile, Peru, Uruguay, and Venezuela. the market demand and improve the proposals presented. During these training programs, good practices were shared In 2013, one-hundred and nineteen auctions were held in relating to management, quality, and occupational health Brazil, Chile, Colombia, the United States, and Mexico, and safety, as well as sustainable initiatives in social and mostly for purchasing indirect materials, which are not environmental areas. Ethical values were also shared in all connected to the steelmaking process. In 2014, this action these projects and in the case of micro and small enterprises, should be extended to the other countries where the there was a significant social focus. Company operates. 27 28 GERDAU 2013 ANNUAL REPORT SHAREHOLDERS Speed and quality characterize Gerdau’s relationship with the capital market With over 65 years of experience in capital markets, assessment agencies maintained Gerdau’s investment Gerdau follows principles of transparency, agility and grade in 2013. Standard & Poor’s and Fitch Ratings kept quality when disclosing information, which contributes their rating level at BBB-, while Moody’s confirmed the to building a close and long-term relationship with its more investment grade of Baa3. than 120,000 shareholders worldwide. Moreover, Gerdau S.A. and Metalúrgica Gerdau S.A. Throughout 2013, the Company sought to improve and were placed for the eighth year in a row in the portfolio of intensify its activities with the capital markets. During 17 BM&FBOVESPA’s Corporate Sustainability Index (ISE) non-deal road shows, one deal road show (fixed income), that highlights institutions with a high level of sustainability and 16 conferences, 873 meetings were held with and commitment in the areas of governance, social shareholders, investors, and market analysts. Gerdau responsibility, and environment. The Gerdau companies also participated in two meetings with the Association are also listed on the main indicator of BM&FBOVESPA, of Capital Market Analysts and Professionals (APIMEC) the Ibovespa, in which Gerdau S.A. holds the 11th position in Brazil, one in Rio de Janeiro and one in São Paulo. among companies with the highest liquidity. The meeting held in São Paulo was recognized by the organization as one of the best meetings in 2013 based SHAREHOLDER’S DIVIDENDS on the evaluation of the professionals who participated in Gerdau’s three publicly listed companies – Gerdau S.A., events of publicly-held companies. Metalúrgica Gerdau S.A., and Empresa Siderúrgica del Perú S.A.A – have dividends policies aligned with Another important initiative was the improvement of the IR industry standards. The shareholders of Metalúrgica website (www.gerdau.com/ri), which received the award Gerdau S.A. and Gerdau S.A. receive dividends for Best Investor Relations Website - Large Cap from the and/or interest on capital of at least 30% of the IR Magazine Awards Brazil 2013. The award recognizes adjusted net profit for the year as determined under Brazilian companies that stand out for their excellence in Brazilian accounting practices, with quarterly payments. transparency and communication with shareholders. During Siderúrgica del Peru S.A.A., however, pays dividends up the year, Gerdau was also ranked in eight categories of the to 33% of its adjusted net profit. Institutional Investor Magazine, which every year selects the best IR professionals in Latin America through a survey with In 2013, the distribution of dividends and interest on capital 450 analysts and fund managers. for shareholders of Gerdau S.A. totaled R$ 476.7 million, representing R$ 0.28 per share. The dividends for those PRACTICES RECOGNIZED BY THE MARKET owning Metalúrgica Gerdau S.A. shares reached In recognition of its management capacity and R$ 150.4 million, which represented R$ 0.37 per share. diversification of Gerdau’s business, the major risk GERDAU 2013 ANNUAL REPORT SOCIETY Gerdau makes special efforts to improve the quality of life in its communities and to strengthen the steel business supply chain In the social projects that it supports, Gerdau believes on p. 27). Moreover, because steel scrap is one of its main that one of its major contributions is to share knowledge raw materials, the Company also focused its efforts on in management. That is why it encourages the volunteer the scrap recycling industry through a partnership with the work of its employees worldwide. Currently, 11,000 Agency for International German Technical Cooperation employees devote part of their time to make it so (GIZ). The project started in 2010 and has also prepared that the social organizations are able to reach their customers and suppliers of materials and services, along objectives and remain sustainable. This is achieved with professionals working with steel and civil construction. by the application of management methodologies in the During this period, 9,000 people and 378 companies were development of social projects. benefited in Brazil, Chile, Peru, and Uruguay. In 2013, Gerdau invested R$ 62.4 million in social projects. In the state of Minas Gerais in Brazil, the most important The definition of these investments is determined by the region of Gerdau’s growth, the Company became a Gerdau Institute, which is responsible for the policies and sponsor of the Museum of Mining and Metal located in guidelines of the Company’s social responsibility efforts. The Belo Horizonte. With a monthly average of 5,000 visitors, practices of social responsibility permeate the Company’s the museum houses an important collection on mining entire 100-year history and began in the late 19th century, and metallurgy and records the relationship between the a legacy of the Gerdau Johannpeter family. In the 60s, history and culture of Minas Gerais with its natural wealth. the Company innovated when it created the Gerdau Gerdau also expanded its partnership with the Flávio Foundation, offering benefits to employees and their families Gutierrez Cultural Institute, which contributes to the training and continuing to support the community social projects. of young people in areas of social risk through courses in Today, the Gerdau Institute has developed approximately conservation and restoration of historical heritage. In 2013, 900 social responsibility initiatives in more than 205 the program trained more than 120 students, 85% of whom communities in 14 countries. At every plant location, the have already been emerged into the job market. Company seeks to create value for the communities, the business supply chain, and society as a whole. Leaders Gerdau also has partnerships with key institutions that and local teams organized into Gerdau Institute Committees promote transformative actions in society, such as guide the various initiatives supported by thousands of Todos pela Educação, the Competitive Brazil Movement, volunteer employees. and the World Childhood Foundation (WCF). A highlight during the year was the launch of the National Observatory Gerdau has also expanded its role in the development of of the National Plan of Education, sponsored by micro and small entrepreneurs who are part of the steel Todos pela Educação in Brazil. The online platform business supply chain. In 2013, this initiative benefited more (www.observatoriodopne.org.br) was designed based on than 3,500 customers, suppliers, and professionals who use about 300 performance indicators and makes it possible to products in steel, contributing to improving the management monitor the evolution of the 20 targets set by the Federal of these businesses. During the year, for example, Gerdau Government to expand people’s education, improve the consolidated one more cycle in the Supplier Development quality of education, and thereby reduce social inequalities Program, which is aimed at improving the management in the country. of micro and small enterprises, which represent 60% of Gerdau’s network of suppliers (read more on this subject 29 30 Environment GERDAU 2013 ANNUAL REPORT Gerdau’s Germinate Program, which has helped more than 250,000 people, is one of the Company’s most important environmental education initiatives. Gerdau contributes to reducing the consumption of natural resources by recycling scrap and reusing byproducts Based on the development of sustainable practices at implementation of this project in 2010, more than 28,000 its industrial operations, Gerdau continually invests in vehicles have already been recycled. measures to reduce the environmental impact of its processes. At its mills, the concept of recycling is present The concept of recycling is also part of the management in different stages of the steel production cycle, thus of byproducts resulting from the steelmaking process. In reducing the consumption of natural resources. In 2013, 2013, 82.5% of byproducts generated by Gerdau were about 75% of the steel produced by Gerdau was made from reused internally and by different segments of the economy, recycled steel scrap, which are materials deemed no longer a growth of 10% over the previous year. Currently, the useful by society. This means that approximately byproducts represent an alternative of sustainable raw 15 million metric tons of scrap was removed from landfills material for the civil construction, cement, and ceramics and transformed into useful products. The use of scrap also industries. These materials are used in railroad ballasts helps to reduce energy consumption, as well as minimize and foundries, as well as for manufacturing cement and the emission of carbon dioxide into the atmosphere. ceramics, producing ferro-alloy, building roads, and paving Gerdau has been developing projects in partnership with streets, among other applications. Furthermore, they the public sector, mainly in Latin America, in order to further contribute to a cost savings of 30% to 50% over traditional expand the collection of this raw material in the regions materials, while reducing energy consumption and carbon where it operates, and to promote the proper disposal of emissions. The sale of these byproducts in 2013 generated cars, trucks and buses that are no longer in use. Since the revenue of R$ 255 million for Gerdau. Moreover, to improve GERDAU 2013 ANNUAL REPORT the processes that enable the recycling of these materials, materials to delivery of the final product, including the the Company has invested in the expansion and processing recycling of byproducts. Gerdau’s care for the environment of its wastes, which should further expand its eco-efficiency also includes ongoing investments in upgrading the indexes over the coming years of these by products. efficiency of its units. For example, the Company allocated more than R$ 160 million for environmental efficiency upgrades in 2013. REUSE OF BYPRODUCTS % of total generated ENERGY Gerdau’s contribution to the preservation of natural 100 82.5 80 74.8 78.3 resources also includes the improvement and optimization of its industrial processes. The Company aims to reduce the total energy consumption for steel production in Brazil by 2.5% by the end of 2014, which should also 60 generate savings of around R$ 40 million. 40 To reach this goal, the Company started developing a pilot 20 project in 2012 to increase energy savings on auxiliary 0 equipment to the steel production process, which represents 2013 2012 2011 approximately 40% of the consumption of its operations. By the end of 2013, the energy efficiency project resulted in savings of R$ 36 million. The project is also being implemented in Gerdau’s units in the United States and will be expanded to other countries, starting with its operations in Mexico and Colombia. AIR Gerdau’s mills have modern baghouse gas systems that helps to protect the atmosphere. These systems capture solid particles generated during the production of steel and turns them into byproducts. Since these systems are essential for the mill’s operation and require highly specialized knowledge to be used properly, Gerdau initiated a pilot project to train operators and its engineering and environmental teams on how to work with the dust removal systems on electric furnaces. In the first stage of the project, Gerdau’s byproducts are used on roads and pavements, among other applications. the Company will focus its efforts on the mills located in Brazil and other Latin American countries, then it will shift focus to the operations in North America and Spain. The goal is to ENVIRONMENTAL MANAGEMENT train more than 1,000 employees in 12 countries by 2015. Gerdau’s production processes follow the guidelines set by the Environmental Management System (EMS), a set WATER of strict practices aligned with the ISO 14001 standard. In 2013, the index of water reused in Gerdau’s mills The EMS evaluates all of Gerdau’s activities from an was 97.5%, one of the best results in the steel industry environmental perspective, everything from receiving raw worldwide. This percentage is a result of constant 31 32 GERDAU 2013 ANNUAL REPORT Gerdau has modern dust removal systems at its mills in order to make sure the atmosphere is protected. investments in closed systems of water treatment and BIODIVERSITY recirculation. In Peru, for example, the water reuse index Gerdau helps to improve air quality and maintain reached 100%, which caused this operation to receive the local biodiversity by preserving green belts around Corporate Eco-Efficiency Award 2013 in the category Eco- its industrial units. From a total of 17,000 hectares of its Efficiency in Water Management granted by the country’s own property, the Company maintains 3,000 hectares of Ministry of Environment, the Scientific University of the preserved forests made up of legal reserves or permanent South (UCSUR), and by the National Confederation of preservation areas. Another 4,000 hectares are forests Private Business Institutions (CONFIEP). preserved voluntarily. In 2013, more than 33,100 seedlings were planted near its units around the world. WATER RECIRCULATION RATE % 100 97.5 97.0 97.1 ENVIRONMENTAL EDUCATION Gerdau promotes awareness campaigns, lectures, and training on environmental preservation for employees, their families, and in the surrounding communities. In 2013, the activities involved 24,600 people in 51,800 80 hours of training. One of the Company’s most important 60 environmental education initiatives is the Gerdau 40 Germinate Program, which has benefited more than 250,000 people since 1990. In addition to courses for 20 educators, the project provides technical visits, lectures, 0 2013 2012 2011 workshops, and other social-environmental actions for students and teachers of public schools in Ouro Branco (state of Minas Gerais, Brazil) and region. GERDAU 2013 ANNUAL REPORT SUSTAINABLE PRODUCTS for the Hugo Werneck award for Sustainability & Love Gerdau’s products contribute so that contractors can receive to Nature granted by the Government of Minas Gerais environmental certifications for their building projects in partnership with business entities in the state. The because the products are 100% recyclable and meet one award recognizes the best social-environmental actions of of the requirements included in the evaluations of these individuals, companies, educational institutions, and the ventures. The Leadership in Energy and Environmental NGO’s. Furthermore, Gerdau’s Germinate Program ranked Design (LEED) seal, a benchmark in the world, was 5th in the list of Benchmarking Brazil 2013, which highlights awarded to several green buildings that used Gerdau steel. the managerial excellence of sustainable practices in These buildings include the New Central Library in San Brazilian companies. In Chile, the Center for Research, Diego (United States), the Eldorado Business Tower in Development, and Innovation of Structures and Materials São Paulo (Brazil), and the Transoceânica Business Park honored Gerdau’s pioneering spirit in Latin America in building in Santiago (Chile). preparing the Environmental Product Declaration (EPD) for rebars and rolled shapes, which helped to make the HONORS life cycle of these products and their impacts on the Gerdau’s eco-efficiency practices were recognized in environment even more transparent. 2013. In Brazil, the Company was one of the honorees Students and teachers of public schools from Ouro Branco (state of Minas Gerais, Brazil) and region participate in the Gerdau Germinate Program aimed at social-environmental education. 33 34 GERDAU 2013 ANNUAL REPORT TIMELINE Learn about the important events that mark Gerdau’s history The business started by João Gerdau is divided into two independent companies: Hugo runs the nail factory and his brother Walter assumes responsibility for the Gerdau Furniture Factory, both in Porto Alegre (state of Rio Grande do Sul, Brazil). Later, in 1930, Hugo and Walter Gerdau The Nail Factory is expanded The Nail Factory – today take part in the creation of the with the construction of a Metalúrgica Gerdau S.A. – State center for the Manufacturing new plant in Passo Fundo becomes a public company industry, future Federation of (state of Rio Grande do Sul, and begins trading on the industries of the State. Brazil), active until 1964. Porto Alegre stock exchange. 1907 1933 1947 1901 1914 1946 João Gerdau and his son Hugo Hugo Gerdau becomes a Curt Johannpeter, lay the foundation of Gerdau founding member of the Cia son-in-law of Hugo, with the Pontas de Paris Nail Geral de Indústrias (state of takes control of the Factory in Porto Alegre (state Rio Grande do Sul, Brazil), company and expands of Rio Grande do Sul, Brazil). which later becomes Fogões the business oversees. Geral. He later assumes control of the company and in 1947 leaves the business. GERDAU 2013 ANNUAL REPORT 35 Steel production begins with The Gerdau Foundation The São Judas Gerdau acquires the Riograndense – known as Usina is created, with health, Tadeu Wire Factory Açonorte steel plant (state Farrapos (UFa) – in Porto Alegre education, housing is established in of Pernambuco, Brazil), (state of Rio Grande do Sul, Brazil), and social assistance São Paulo (state whose facilities were being with forward-thinking conception of the programs, reinforcing of São Paulo, transferred from Tição (in mini-mill, a model based on the use the culture of social Brazil), marking the the city of Iguarassu) to the of scrap and regional sales, enabling responsibility within company’s expansion industrial district of Curado more competitive operational costs. the Organization. into southeast Brazil. (in the city of Recife). 1948 1963 1967 1969 1957 1964 1970 The second Riograndense Germano, Klaus, unit starts up operation in and Jorge Gerdau Sapucaia do Sul (state of Johannpeter take on shares on the Rio de Rio Grande do Sul, Brazil). leadership positions Janeiro and São Paulo The mill was also known as Rio dos Sinos mill. in the Company, and in 1971 Frederico Gerdau Johannpeter also becomes part of the board. Siderúrgica Riograndense publicly launches stock exchanges. 36 GERDAU 2013 ANNUAL REPORT Gerdau’s executive Gerdau wins its leadership begins to be first privatization of Laisa in Uruguay. in the hands of Jorge auction in Brazil Gerdau Johannpeter and acquires Cosigua begins to have (CEO), Germano, the Barão de Become an international Steel distribution activities start company with the acquisition with the first Comercial Gerdau in the state of São Paulo (Brazil). its shares traded on the Klaus, and Frederico Cocais steel mill Stock Exchanges in São Gerdau Johannpeter (state of Minas Paulo and Rio de Janeiro. (Vice Chairmen). Gerais, Brazil). 1980 1983 Gerdau assumes control of the Guaíra plant, a steel production pioneer in the state of Paraná (Brazil). 1971 1973 1982 1988 1984 Construction of Cosigua mill Germano, Klaus, Operations begin at Cosigua shares (state of Rio de Janeiro, Brazil) Jorge, and Frederico the Cearense plant are publicly traded, begins in the Industrial District Gerdau Johannpeter in Maracanaú (state of Santa Cruz, which was become part of completed in record time (14 the Gerdau Board months), in partnership with of Directors. Thyssen ATH, and was funded by the World Bank through the International Financial Corporation (IFC), among other financing institutions. which gains of Ceará, Brazil). over 60,000 new Second Gerdau shareholders for plant in the state of Paraná (Brazil) begins operation, in Araucária. the Company. GERDAU 2013 ANNUAL REPORT Gerdau acquires Usiba (state of Bahia, Brazil) at a privatization auction. Gerdau enters Gerdau acquires Siderúrgica Pains, currently Divinópolis mill. North America with the acquisition of Gerdau expands to the Courtice Steel, Gerdau acquires part of which later took Gerdau on the name of acquires MRM the capital stock of Sipar Cambridge in in the province rolling mill in Argentina. the province of of Manitoba Ontario (Canada). (Canada). 1989 1994 In 2005, Gerdau takes a controlling stake. 1995 1998 1992 1997 The Company acquires AZA in Gerdau becomes a Chile and Aços Finos Piratini (state partner of Açominas with of Rio Grande do Sul, Brazil). a small ownership stake. The GG 50 rebar, a Gerdau flagship product in Brazil, is released. United States with the acquisition of Ameristeel. Gerdau S.A., a public company in Brazil, is listed on the New York Stock Exchange (NYSE). 1999 37 38 GERDAU 2013 ANNUAL REPORT André B. Gerdau Johannpeter takes over as Chief Executive Officer (CEO) and Claudio Gerdau Johannpeter becomes Chief Operating Officer (COO). Gerdau acquires Chaparral Steel, one of the largest producers of structural shapes in the United States, thus marking the greatest acquisition in the history of the Company. The Company enters Mexico (Siderúrgica Gerdau celebrates 100 years Tultitlán) and Venezuela (Siderúrgica Zuliana). in business with an installed steel production capacity of 8.4 The Organization also acquires a stake in the million metric tons per year. Dominican Republic (Industrias Nacionales - Inca) and in Aceros Corsa (Mexico); signs agreement Gerdau takes a controlling stake in Gerdau Açominas for purchase of Macsteel (United States), and (state of Minas Gerais, starts the Kalyani Gerdau joint venture (India). Brazil), its largest mill. Diaco (Colombia) and Gerdau Açominas (state of Minas Gerais, Gerdau acquires the Cartersville North Star Steel (United plant (United States). States) are acquired. 2001 2004 2002 The merger of Gerdau and Brazil) increases its production capacity by 50% to 4.5 million metric tons per year. 2007 2005 Gerdau expands to Europe, Co-Steel, in North America, acquiring 40% of Sidenor. As creates Gerdau Ameristeel. a result of this acquisition, the Company takes an indirect stake in Aços Villares (Brazil). The Gerdau Institute, responsible for coordinating the Company’s 2006 Gerdau acquires Siderperu (Peru), Sheffield Steel (United States), Callaway Building products (United States), and GSB (Spain). The Company announces its joint venture Pacific Coast Steel (United States). social responsibility policies and guidelines, is created, broadening the scope of the Gerdau Foundation, which was established in 1963. Gerdau São Paulo mill (state of São Paulo, Brazil) commences operations. GERDAU 2013 ANNUAL REPORT 39 Gerdau invests to expand its own production of iron ore. Gerdau acquires Tamco (United States), a leading producer of rebars on the west coast. Gerdau announces new investments in mining to increase its annual installed capacity to 18 million metric Gerdau enters Central America, with a 30% Gerdau gains 100% ownership tons by 2016. Later, it stake in Corporación Centroamericana of Gerdau Ameristeel, with the celebrates the first shipment of del Acero, in Guatemala. acquisition of approximately 34% iron ore, marking its entry into of the company’s minority shares. the international mining market. The Company acquires a 50.9% As a result, the company is no stake in Cleary Holdings (Colombia), longer traded on the Toronto and a metallurgical coke producer and New York stock exchanges. The Company completes 20 years of experience in the special steel sector. holder of coking coal reserves. An additional stake of 49.1% Gerdau takes over Macsteel is acquired in Cleary Holdings Production of special steel operations (United States), a (Colombia), granting Gerdau 100% in India begins, in order to producer of special steel. ownership of the company’s capital. supply the region’s market. 2008 2010 2012 2009 2011 2013 The Várzea do Lopes mine (state Gerdau celebrates 110 years in business, Gerdau starts up its own of Minas Gerais, Brazil) is started with an installed steel production capacity of production of hot rolled with the production of iron ore. 25 million metric tons of steel per year. The coils in Brazil by opening Company also updates the design of its logo. a hot rolled coil mill at its The Company reveals it plant in Ouro Branco (state is entering into the flat steel sector in Brazil. of Minas Gerais, Brazil). The Mission, Vision, Values, and Code of Gerdau announces new Ethics are revised and unified at a global level, investments in India. strengthening Gerdau’s corporate culture. Gerdau’s second iron ore processing unit starts to operate at Miguel Burnier (state of Gerdau begins studies for commercial Minas Gerais, Brazil), making exploration of part of its iron ore it possible to expand the total resources located in Minas Gerais. production capacity of iron The first phase for implementing the Gerdau million metric tons per year. ore from 6.5 million to 11.5 Template is completed, which aims to deploy a single system of information technology using SAP Gerdau completes its first in all countries where the Company operates. year of operations in India Gerdau announces investments to increase the installed capacity at its special steel mills in Brazil and the United States. and starts selling special steel in the country. 40 GERDAU 2013 ANNUAL REPORT SUMMARIZED FINANCIAL STATEMENTS METALÚRGICA GERDAU S.A. As of December 31, 2013 and 2012 CONSOLIDATED BALANCE SHEETS (In thousands of Brazilian reais) 2013 2012 Cash and cash equivalents 2,099,638 1,437,724 Short-term investments 2,123,168 1,059,605 Trade accounts receivable 4,078,806 3,695,381 Inventories 8,499,691 9,021,542 Other current assets 1,407,037 1,213,403 18,208,340 16,427,655 Deferred income taxes 2,220,085 2,376,709 Other non-current assets 2,122,788 1,959,459 Investments in associates and jointly-controlled entities 1,590,031 1,425,605 Current assets Non-current assets Goodwill and other intangible assets 12,942,977 11,489,825 Property, plant and equipment 21,419,743 19,690,863 40,295,624 36,942,461 58,503,964 53,370,116 Trade accounts payable 3,271,449 3,059,814 Short-term debt and debentures TOTAL ASSETS Current liabilities 1,901,679 3,888,232 Taxes payable 671,316 534,631 Payroll and related liabilities 655,962 558,634 Other current liabilities 805,250 1,088,177 7,305,656 9,129,488 16,107,308 12,073,867 Non-current liabilities Long-term debt and debentures Deferred income taxes 1,187,251 1,844,731 942,319 1,187,621 2,791,891 2,316,057 21,028,769 17,422,276 Attributable to the equity holders of parent 11,116,909 9,965,945 Non-controlling interests 19,052,630 16,852,407 30,169,539 26,818,352 58,503,964 53,370,116 Employee benefits Other non-current liabilities Shareholder's equity Total liabilities and equity GERDAU 2013 ANNUAL REPORT CONSOLIDATED STATEMENTS OF INCOME (In thousands of Brazilian reais) 2013 2012 Net sales 39,863,037 37,981,668 Cost of sales -34,728,460 -33,234,102 Gross profit 5,134,577 4,747,566 Selling, general and administrative expenses -2,617,786 -2,477,894 200,720 50,783 2,717,511 2,320,455 Net financial income (expenses) -926,644 -835,573 Exchange variations, net -544,177 -134,128 1,246,690 1,350,754 273,790 -18,077 1,520,480 1,332,677 505,124 456,731 1,015,356 875,946 1.24 1.12 Other operating income (expenses), net Income before financial income and taxes Income before taxes Income and social contribution taxes Net income Attributed to: Owners of the parent Non-controlling interests Earnings per share - common and preferred CONSOLIDATED STATEMENTS OS CASH FLOWS (In thousands of Brazilian reais) 2013 2012 Net income 1,520,480 1,332,677 Adjustments to reconcile net income with net cash 3,426,066 3,184,771 -990,915 -244,475 3,955,631 4,272,973 Net cash used in investing activities -2,703,565 -3,438,025 Net cash used in financing activities -661,827 -965,152 71,675 90,908 Changes in assets and liabilities (net of interest and income tax) Net cash provided by operating activities Effect of exchange rate variation on cash and cash equivalents 661,914 -39,296 Cash and cash equivalents at beginning of year Increase (decrease) in cash and cash equivalents 1,437,724 1,477,020 Cash and cash equivalents at end of year 2,099,638 1,437,724 41 42 GERDAU 2013 ANNUAL REPORT SUMMARIZED FINANCIAL STATEMENTS GERDAU S.A. As of December 31, 2013 and 2012 CONSOLIDATED BALANCE SHEETS (In thousands of Brazilian reais) 2013 2012 Cash and cash equivalents 2,099,224 1,437,235 Short-term investments 2,123,168 1,059,605 Trade accounts receivable 4,078,806 3,695,381 Inventories 8,499,691 9,021,542 Other current assets 1,376,333 1,196,634 18,177,222 16,410,397 Deferred income taxes 2,056,445 2,210,300 Other non-current assets 2,121,304 1,958,863 Investments in associates and jointly-controlled entities 1,590,031 1,425,605 Current assets Non-current assets Goodwill and other intangible assets 12,850,964 11,397,812 Property, plant and equipment 21,419,074 19,690,181 40,037,818 36,682,761 58,215,040 53,093,158 Trade accounts payable 3,271,419 3,059,684 Short-term debt and debentures Total assets Current liabilities 1,838,367 2,582,353 Taxes payable 651,207 528,698 Payroll and related liabilities 655,962 558,634 Other current liabilities 819,675 1,093,813 7,236,630 7,823,182 14,868,408 12,086,202 Non-current liabilities Long-term debt and debentures Deferred income taxes Employee benefits Other non-current liabilities 1,187,252 1,795,963 942,319 1,187,621 1,959,674 1,402,273 18,957,653 16,472,059 30,339,079 27,245,604 Shareholder's equity Attributable to the equity holders of parent Non-controlling interests Total liabilities and equity 1,681,678 1,552,313 32,020,757 28,797,917 58,215,040 53,093,158 GERDAU 2013 ANNUAL REPORT CONSOLIDATED STATEMENTS OF INCOME (In thousands of Brazilian reais) 2013 2012 Net sales 39,863,037 37,981,668 Cost of sales -34,728,460 -33,234,102 Gross profit 5,134,577 4,747,566 Selling, general and administrative expenses -2,611,876 -2,471,675 231,722 72,314 2,754,423 2,348,205 Net financial income (expenses) -757,621 -654,615 Exchange variations, net -544,156 -134,128 1,452,646 1,559,462 241,056 -63,222 1,693,702 1,496,240 1,583,731 1,425,633 109,971 70,607 0.93 0.84 Other operating income (expenses), net Income before financial income and taxes Income before taxes Income and social contribution taxes Net income Attributed to: Owners of the parent Non-controlling interests Earnings per share - common and preferred CONSOLIDATED STATEMENTS OS CASH FLOWS (In thousands of Brazilian reais) 2013 2012 Net income 1,693,702 1,496,240 Adjustments to reconcile net income with net cash 3,288,367 3,048,240 -883,657 -200,433 4,098,412 4,344,047 Net cash used in investing activities -2,703,565 -3,438,025 Net cash used in financing activities -804,533 -1,036,294 71,675 90,908 Changes in assets and liabilities (net of interest and income tax) Net cash provided by operating activities Effect of exchange rate variation on cash and cash equivalents 661,989 -39,364 Cash and cash equivalents at beginning of year Increase (decrease) in cash and cash equivalents 1,437,235 1,476,599 Cash and cash equivalents at end of year 2,099,224 1,437,235 43 44 GERDAU 2013 ANNUAL REPORT INFORMATION AND CONTACTS CREDITS Gerdau Coordination Av. Farrapos, 1811 Porto Alegre – RS – Brazil CEP 90.220-005 Phone: (+55 51) 3323-2000 www.gerdau.com Shareholders Relations Itaú Corretora de Valores S.A. Gerdau Corporate Communications and Public Affairs Editing and production supervision Gerdau Corporate Communications and Public Affairs and Odin Arte & Comunicação Graphic Design Néktar Design investfone@itau.com.br Printing Phone: 3003-9285 (Capital Cities) Gráfica Comunicação Impressa Phone: 0800.720-9285 (Other Regions) Paper and ink Custodian Bank in Brazil Couché Matte 240g (cover) and Couché Matte 120g (content). Itaú Corretora de Valores S.A. Printed with soy-based inks. investfone@itau.com.br Phone: 3003-9285 (Capital Cities) Phone: 0800.720-9285 (Other Regions) Phone: 0800.722-1722 (Hearing and speech impaired) Depositary Bank Overseas JpMorgan Chase Bank N.A. jpmorgan.ard@wellsfargo.com Phone: (800) 990-1135 (from the United States) Phone: (651) 453-2128 (outside the United States) Circulation 300 copies in Portuguese and 150 in English. Photo credits and illustrations Ana Fuccia (page 13), Gerdau File (page 32), Duda Bussolin (page 31), Eduardo Colesi (page 22), Eduardo Rocha (pages 11, 14, 16, 30, and 33), Emmanuelle Bernard (page 9), Foguinho/ Save the image (page 26), Ivson Miranda (pages 6, 9, 10, and 19), Saúl Lugardo Pérez (page 17), WorldSteel (page 23), and Vinícius Vogel (page 12). Investor and Analyst Service Av. Farrapos, 1811 We would like to thank all of those who contributed by Porto Alegre – RS – Brazil supplying information and images for this publication. CEP 90.220-005 inform@gerdau.com.br Gerdau believes in the importance of seeking continuous Phone: (+55 51) 3323-2703 improvement in all its processes, products and services. Fax: (+55 51) 3323-2281 Therefore, we would like to hear your opinion about the Independent Auditor PriceWaterhouseCoopers 2013 annual report. Evaluate its scope, relevance, quality of information, and graphic presentation. Your opinion is very important to us. To submit your feedback, visit www.relatoriogerdau.com.br and answer the opinion survey or send an email to gerdau@gerdau.com, with suggestions for improvement. 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