ANNUAL REPORT 2012 BUILDING OPPORTUNITIES Gerdau BUILDING OPPORTUNITIES Gerdau faces the challenges of the present with an eye It has industrial units in the Americas, Europe, and Asia, which on the future. That is why it is always looking to build new together represent an installed capacity of over 25 million business opportunities that can generate outstanding returns metric tons per year. It is the largest scrap recycler in Latin and ensure its sustainable development. Stemming from a America and worldwide transforms millions of metric tons of relationship of respect, integrity, transparency, and continuous this raw material into new steel products each year. search for mutual gains, Gerdau seeks to contribute toward the development of its customers, suppliers, employees, and Gerdau steel is used in homes, cars, freeways, bridges, communities where it operates, while creating value for its agricultural machinery, home appliances, telephone and shareholders. electricity towers, among other uses and is part of the lives of millions of people everyday. Gerdau’s history began in 1901 as a small nail factory in Porto Alegre (RS). Today Gerdau is the leader in the segment of long steel in the Americas and one of the largest suppliers of special steel in the world. 1 Pictures on the Cover Gerdau is continuously investing in building new business opportunities. Below are some examples: 1. The construction of a new area of the rolling mill in Ouro Branco (MG) to manufacture hot rolled coils, making it possible to start the production of flat steel in Brazil in 2013. 2. The increase in production capacity of special bar quality (SBQ) in mills located in Brazil and the United States. 3. The start of production of special steel in India to supply the automotive market. 4. The expansion of production capacity of iron ore in Brazil. 2 3 4 KEY INDICATORS* Consolidated financial performance (R$ million) 40,000 37,982 2011 Investments (R$ million) 52.7 61.0 7.9 9.5 People 2012 2011 General Satisfaction Index (internal climate) 76% 75% Accident frequency rate* 1.06 1.59 35,407 4,176 10,000 2012 Volunteer employees (thousand people) 30,000 20,000 Social Responsibility 4,651 2,098 1,496 0 2012 *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 LT accidents). 2011 Net sales EBITDA* Capital markets Net income 2012 2011 0.32 0.55 1.4 3.1 0.24 0.35 1.3 2.4 Metalúrgica Gerdau S.A. Dividends (R$ per share) *Represents earnings before interest, taxes, depreciation, and amortization. It is calculated in accordance with CVM Instruction no. 527. Dividend yield (%)* Gerdau S.A. Dividends (R$ per share) Dividend yield (%)* Financial margins 2012 2011 Gross margin 13% 14% 4% 6% 11% 13% Net margin EBITDA Margin Production and shipments 2012 2011 Steel production (thousand metric tons) 18,920 19,623 Consolidated shipments (thousand metric tons) 18,594 19,164 *Ratio between the dividend paid per share and the preferred share price on the last day of the year. Valuation of shares* 2012 Metalúrgica Gerdau S.A. PN (GOAU4) - R$ 30.2% Metalúrgica Gerdau S.A. ON (GOAU3) - R$ 20.3% Gerdau S.A. PN (GGBR4) - R$ 25.7% Gerdau S.A. ON (GGBR3) - R$ 28.4% Gerdau S.A. ADRs Nyse (GGB) - US$ 17.0% Gerdau S.A. - Latibex (XGGB) - € 12.5% Ibovespa (São Paulo) - R$ 7.4% Dow Jones (New York) - US$ 7.3% Latibex (Madrid) - € Environmental management 2012 2011 Reuse of by-products (% of total generated) 74.8 78.3 178.4 370.9 Investments (R$ million) *The dollar exchange rate on December 31, 2012 was R$ 2.0435. -10.7% *The appreciation of the shares was calculated considering the local currency at the beginning and at the end of the year. CANADA UNITED STATES SPAIN MEXICO DOMINICAN REPUBLIC GUATEMALA HONDURAS VENEZUELA COLOMBIA INDIA PERU BOLIVIA BRAZIL CHILE URUGUAY ARGENTINA GERDAU AROUND THE WORLD 60 148 4 62 4 135 3 Steel mills Downstream operations Iron ore extraction areas 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 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 Dominican Republic * Scrap collection and processing facilities, solid pig iron production facilities, and coal units. 4 GERDAU ANNUAL REPORT 2012 TABLE OF CONTENTS 05 06 07 11 Message from the Chairman of the Board Message from the CEO Corporate governance Strategy and competitive advantage 12 Business 12 Performance of operations 18 Finances 20 Relationships 20 Employees 24 25 26 27 Customers Suppliers Shareholders Society 28 Environment 30 36 40 Timeline Summarized financial statements Credits and contacts 2012 HIGHLIGHTS • Gerdau announces new investments in mining to increase • The project for building a new plant in Mexico has its annual installed capacity from 11.5 million to 18 million resumed as the joint venture Gerdau Corsa. Focused on metric tons by 2016. Besides that, the first shipments of the production of structural shapes, the plant will have an iron ore were made to the international market, totaling annual installed capacity of 1 million metric tons of steel 325,000 metric tons. and 700,000 metric tons of rolled products. • Investments continue to be made to begin the production • Gerdau starts up the blast furnace operation in India along of flat steel in Brazil. With an installed capacity of 800,000 with the power generation plant, the sinter plant, the melt metric tons per year, the hot rolled coil mill will begin shop, and the new special steel rolling mill. operations in 2013. • A new continuous casting plant is inaugurated in Monroe, • The company announces the construction of a new melt Michigan (U.S.) in 2012 as part of the investment to shop at its Riograndense mill located in Sapucaia do Sul expand the installed capacity of special steels to meet the (RS) with an installed capacity of 650,000 metric tons per growing demand of the automotive market in the region. year, which will replace the current melt shop. GERDAU ANNUAL REPORT 2012 MESSAGE FROM THE CHAIRMAN OF THE BOARD “Our centennial experience and long-term strategy give us the confidence and reassurance that we will once again transform challenges into new business opportunities.” Jorge Gerdau Johannpeter Chairman of the Gerdau Board of Directors Ability to stand out in the steel market The year 2012 was marked by the steel sector’s effort to As a result, the shares of our publicly traded overcome the difficulties imposed by the global economic companies in Brazil showed one of the best scenario. We face an increasingly competitive environment, performances in the world from the sector with rising costs of raw materials, excess installed capacity, and an increase in value of over 20% in 2012. exchange rate policies practiced by countries to artificially devalue their currencies in order to extend their gains From the sector’s point of view, the steel industry is with export. At Gerdau, this was no different. However, currently living the effects of a cyclical movement of our centennial experience and long-term strategy give us depuration as has already happened in the past. This the confidence and reassurance that we will once again means that over the next few years only the most efficient transform challenges into new business opportunities. companies will continue in operation. In this context, I am convinced that Gerdau, once again, will come This certainty is based on our ability to work and the out stronger, reinforcing its management capacity and dedication of our more than 45,000 employees who consequently stand out in the global steel market. share the Company’s values. This translates into a behavior of integrity, continuous search for excellence, Acknowledgments and proximity with all stakeholders: employees, customers, I would like to thank the Board of Directors and the shareholders, suppliers, and the community. Thus, Gerdau Executive Committee for their dedication and we have enhanced our ability to respond to this management skills, as well as our employees economic scenario and adjust our operations. for their efforts and outstanding commitment. 5 6 GERDAU ANNUAL REPORT 2012 MESSAGE FROM THE CEO “We built new business opportunities and seek to enhance our operational efficiency in a scenario marked by significant challenges.” André B. Gerdau Johannpeter Gerdau Chief Executive Officer Management efforts and construction of opportunities All this would not be possible without the commitment of our employees in a positive work climate, which can be seen by the high satisfaction rate on the Opinion Survey For Gerdau, the year 2012 was marked by significant that increased from 75% in 2011 to 76% in 2012. We also challenges, mainly due to strong competition in the global believe that Gerdau’s growth is directly related to its respect steel market. Because of this, we sought to expand our for the environment and with the development of the steel operational efficiency and build new business opportunities business chain. That is why we have invested in more than in an economic scenario characterized by a slowdown in 900 social projects and in the most advanced technologies China and other emerging countries, the European crisis, to minimize the impact of our operations on nature. and by the uncertainty over the fiscal policy in the United States, which resulted in a lower global demand than Outlook initially expected. At the same time, we are experiencing Considering the investments made in 2012 and the an increase in the costs of raw materials and freight. uncertainties about the global economic market, we will be more selective in evaluating future projects. Investments of Nevertheless, we increased our net sales by 7% to R$ R$ 8.5 billion have been planned for the period of 2013- 38 billion, even with the 3% reduction in shipments, 2017, considering both the steel and mining activities. which totaled 18.6 million metric tons in 2012. EBITDA in turn was R$ 4.2 billion, a 10% reduction For 2013, we expect a gradual evolution of the U.S. compared to the previous year. Consolidated net economy and a recovery of Brazil’s, as well as continued income was R$ 1.5 billion, 29% lower than in 2011. growth in China and other countries in Latin America. These positive perspectives combined with the internal During the year we worked hard to build new business actions to improve our operating efficiency should opportunities such as increased investments in mining, improve Gerdau’s profitability throughout the year. which will generate significant results with exporting this raw material to the international market. We are also Acknowledgments going to expand the product mix in Brazil with the start I would like to thank our employees for their dedication of production of flat steel products in 2013. Furthermore, and the confidence of our customers, shareholders, we strengthened our presence in India where we started suppliers, and communities, as they are fundamental to the producing special steel, a high added-value segment. continuation of our trajectory of sustainable development. GERDAU ANNUAL REPORT 2012 CORPORATE GOVERNANCE A solid governance structure and transparency with our stakeholders are at the core of Gerdau and two are elected by the minority shareholders. In Gerdau follows strict ethical principles that have been It should also be pointed out that Gerdau S.A. and consolidated along its centennial trajectory, and it is Metalúrgica Gerdau S.A. have audit committees that continually striving to improve its relationship with all of monitor and inspect the actions of the board members its stakeholders. It has a solid governance structure as well as give their opinions and advice on the financial and uses modern management tools that make it statements. The members of the Board of Directors and possible to build business opportunities, achieve increasing of the Audit Committee in each one of the companies levels of excellence and competitiveness, as well as are elected at the Ordinary General Meeting (OGM). both companies, the term of office of each member is one year with the possibility of re-election. achieve the highest quality in everything it does. Corporate management is the responsibility of the Gerdau currently has three publicly traded companies: Board of Directors, whose Executive Committee Gerdau S.A., Metalúrgica Gerdau S.A., and Empresa (CEG) coordinates and supervises the Company’s Siderúrgica Del Perú S.A.A. (Siderperu). The Gerdau S.A. Business Operations and the Functional Processes, shares are traded on BM&FBOVESPA (São Paulo), working in accordance with the policies established by on the New York Stock Exchange (NYSE), and on the Board of Directors. Composed of a CEO and five the Madrid Stock Exchange (Latibex). Because it has Executive Vice-Presidents, the CEG has the support of shares traded on the U.S. market, Gerdau S.A. follows committees set up according to criteria of expertise. the requirements of the Sarbanes-Oxley (SOX) act, which sets stringent corporate governance practices Risk management and internal controls. The shares of Metalúrgica A structured and continuously updated management Gerdau S.A. are traded on BM&FBOVESPA (São Paulo) system monitors all the variables that may pose and those of Siderperu on the Lima Stock Exchange. risks to Gerdau’s business and operations. In 2012, the Company consolidated its best practices in this Corporate governance structure area and formalized its Risk Management Policy, The Board of Directors of Gerdau S.A. is responsible for which was approved by the Board of Directors. defining the Company’s long-term strategies and to monitor Furthermore, the Risk Committee, which is responsible the execution of the policies it establishes. In addition, this for managing and monitoring possible risks that body makes decisions about issues considered relevant may generate impacts directly or indirectly on the within the business and operations, as well as appointing Company, began reporting directly to the Board of the Gerdau Executive Committee (CEG) members. The Directors and no longer as a committee of the CEG. Board of Directors has nine members, including external directors, who meet between eight to ten times a year. It is Independent Audit assisted by the following committees: Strategy Committee, Gerdau’s publicly traded companies regularly submit Corporate Governance Committee, Compensation their financial statements for external audit. In the and Succession Committee, and Risk Committee. case of needing to contract eventual services not related to external auditing by the independent The Board of Directors of Metalúrgica Gerdau S.A., auditor, the Company bases this on the principles on the other hand, has 11 members, nine of which are that preserve the auditor’s independence. also a part of the Board of Directors of Gerdau S.A. 7 8 GERDAU ANNUAL REPORT 2012 CORPORATE GOVERNANCE Corporate Governance Structure Shareholders’ Meeting Board of Auditors Corporate Governance, Strategy, Compensation & Succession, and Risk Committees Board of Directors Gerdau Officers and Executive Committee Support Committees Macroprocesses Business Divisions Brazil Special Steel North America Read more about the Gerdau governance structure at http://www.gerdau.com.br/sobre-gerdau/governanca-corporativa.aspx?language=en-US Latin America GERDAU ANNUAL REPORT 2012 CORPORATE GOVERNANCE 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 ANNUAL REPORT 2012 CORPORATE GOVERNANCE Gerdau Executive Committee (CEG) 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 of Finance, Auditing, and Investor Relations 3. Expedito Luz Executive Vice President of Legal Affairs and Compliance 4. Francisco Deppermann Fortes Executive Vice President of Human Resources, Management, and Organizational Development 5. Manoel Vitor de Mendonça Filho Executive Vice President of Brazil Business Division 4 6. Ricardo Giuzeppe Mascheroni Executive Vice President of North America and Latin America Business Divisions 5 3 1 2 6 GERDAU ANNUAL REPORT 2012 STRATEGY AND COMPETITIVE ADVANTAGE Searching for new business opportunities ensures sustainable development contributes to spreading Gerdau’s corporate culture, Gerdau builds business opportunities in order to Gerdau Template generate outstanding returns and sustainable Since 2010, Gerdau has invested heavily in implementing further expanding the integration between operations. development from its operations. Within this scenario, a single and global information technology platform it currently has three highlights in its investment plan: in all of its units around the world. The project, which has expansion of the mining activity, production of flat steel a permanent team of more than 250 employees, provides in Brazil, and manufacturing of special steel in India. greater efficiency, security, and speed to customer service and in sharing information between units, which also In the mining area, the Company has been working over contributes to the Company’s greater integration. The units the past few years to gradually become an international located in Colombia, Mexico, and Peru were the pioneers supplier of iron ore, which began at the end of 2012. In in using the new system, and have already shown positive addition, in the segment of steel, it is working to consolidate results. In 2012, the system was deployed in operations in itself as a player in all segments of the market and, Argentina, Canada, Chile, the United States, and Uruguay. therefore, it is investing to begin production of flat steel Now in 2013, the initiative will be expanded to other units in Brazil with the startup of operation of a rolling mill for in the United States and the project will start up in Brazil. hot rolled coils in 2013, and eventually for heavy plates. In India, industrial production started in 2012 in order to EBITDA Deployment meet needs of the special steel market in the region. In order to increase its profitability, Gerdau began the EBITDA Deployment project in 2012, which included the Unique Features of Gerdau Management alignment of targets and identifying gaps that impact the Gerdau Business System (GBS) generation of the Company’s operating cash flow. The Taking actions as a fully integrated organization is the basis project, which has a global scope, involves building a of Gerdau’s strategy. To do so, it uses the Gerdau Business breakdown plan of the EBITDA targets in which benchmarks System (GBS), a management system that standardizes, are established. To do this, the teams use management enhances, and transfers the best practices to all of techniques to continually monitor results, correct deviations, the Company’s units around the world. The GBS also as well as make any adjustments in the action plans. GERDAU STRATEGY Profitability and Growth with Sustainability Relevance in the markets Business competitiveness Player in all segments Integrated Organization Geographic diversification 11 GERDAU ANNUAL REPORT 2012 | PERFORMANCE OF OPERATIONS BUSINESS 12 Gerdau expands investments in mining to become an international supplier of iron ore PERFORMANCE OF OPERATIONS Brazilian market stands out in Gerdau’s performance Shipments per Business Division 18.6 million metric tons Strong global competition in the steel market due to the slowdown in China and other emerging countries, the European crisis and uncertainty over the fiscal policy in the United States influenced the reduction of Latin America 14% Except Brazil 3% in the volume of Gerdau’s consolidated shipments Brazil 38% Except special steel mills in 2012, which was 18.6 million metric tons. Throughout the year, the effects of the global economic scenario were felt at different levels, depending on the business segment and geographic region of the operations. The positive highlight for the year was the Company’s performance in the Brazilian domestic market (excluding special steel mills), despite the lower economic activity recorded in the country, with an expansion in its Special Steel 14% Includes special steel operations in Brazil, Europe, and the United States North America 34% Includes long steel operations in the United States and Canada net sales (12%) and the volume of shipments (+5%). Gerdau’s consolidated steel production in 2012, in turn, was 18.9 million metric tons, 4% less compared to 2011. Note: The above information does not include the shipments volumes from affiliated companies and jointly-owned subsidiaries, neither of coal and coke. PERFORMANCE OF OPERATIONS | GERDAU ANNUAL REPORT 2012 OUTLOOK: WORLD In a scenario of significant cost pressures, especially of raw materials, and the deindustrialization of the • The global steel market should show signs of country, the main challenge for Gerdau was to improve recovery in 2013. According to the World Steel operational efficiency and the competitiveness Association, steel consumption is expected to of its units. To do this, the Company continued its grow 3.2%, reaching 1.46 billion metric tons. investments in the technological modernization of its units, expanded its mining operations as a way • Gerdau is prepared to meet the growing demand to increase its profitability, and continued investing for steel in the world. For the period of 2013-2017, to begin the production of flat steel in Brazil. R$ 8.5 billion are scheduled in investments in its industrial units, considering both the steel and As for the mining area, the Company plans to mining activities. achieve an installed capacity of 11.5 million metric tons in 2013. Moreover, Gerdau has already made its first shipments of iron ore to the international market, totaling 325,000 metric tons. Brazil (except special steel mills) At the end of 2012, Gerdau announced additional Gerdau operates in Brazil with 15 mills producing steel investments to expand its production capacity of iron ore and rolled products, 3 downstream operations, 39 to 18 million metric tons by 2016, and implement a rail fabricated reinforcing steel facilities, 5 flat steel service terminal in Miguel Burnier (MG) for shipping the product centers, 9 scrap collection and processing units, and easily. With these investments, the Company will have 4 iron ore extraction areas. It also has 88 distribution a broad portfolio of iron ore products – concentrates, branches of Comercial Gerdau, which ensures an sinter feed, and granulated materials – with a quality to agile and efficient distribution of flat and long steel, meet the requirements of the most demanding markets. as well as greater proximity to customers. Gerdau’s volume of mineral resources today reaches Gerdau will start the production of flat steel in Brazil in 2013 13 14 GERDAU ANNUAL REPORT 2012 | PERFORMANCE OF OPERATIONS 6.3 billion metric tons of iron ore located in the state of OUTLOOK: BRAZIL Minas Gerais and have an iron content above 40%. • According to the Brazil Steel Institute, steel In the flat steel segment, Gerdau began the testing consumption in the country should reach 26.4 million phase of the rolling mill for hot rolled coils at the Ouro metric tons in 2013, which is a growth of 4.3% over Branco mill (MG) in December 2012. The equipment, 2012, and is in accordance with the prospects for whose annual installed capacity is 800,000 metric tons, growth of the Brazilian economy. will start up operation in 2013. In a second stage of the project, Gerdau will install a heavy plates rolling mill • The construction projects for the World Cup in with an annual capacity of 1.1 million metric tons. 2014 and for the 2016 Olympic Games are in full swing and should follow a faster pace during Regarding the long steel segment, the Company will build 2013. Gerdau will continue providing steel for the a new melt shop at its Riograndense mill in Sapucaia construction and renovation of stadiums, as well as do Sul (RS), increasing its annual installed capacity building projects of urban mobility and infrastructure from 450,000 to 650,000 metric tons in 2015. Moreover, such as airports, railways, ports, and roads, which still in progress is the installation of a new rolling mill will run at a slower pace than expected. Within this for wire rod and rolled rebar in Cosigua (RJ), which scenario of expanding demand for steel, Gerdau is will begin operation in 2014, initially with an annual fully prepared to meet the market’s needs. installed capacity of 600,000 metric tons that will be expanded to 1.1 million metric tons in a second stage. Among the investments initiated during the year is the North America implementation of a new continuous casting in St. Paul (Includes long steel mills in the United States mill (Minnesota), replacing the existing one, with an annual and Canada) production capacity of 550,000 metric tons. The equipment Throughout 2012, Gerdau sought to improve its operational is designed for the production of special bar quality efficiency while simultaneously taking advantage of market (SBQ) and will begin operations in 2015. Furthermore, opportunities considering the economic context generated the Company initiated the operation of a new reheating by the uncertainty over the fisical policy in the U.S. furnace at its Calvert City mill (Kentucky) in January 2013. Gerdau’s steel mill in Cambridge (Canada) PERFORMANCE OF OPERATIONS | GERDAU ANNUAL REPORT 2012 Gerdau’s CEO announces resumption of the project to build a new plant in Mexico To reduce costs, Gerdau acquired Cycle Systems Latin America (except Brazil) Inc. in early 2013, a company with facilities located In 2012, Gerdau’s units in Latin America faced heavy in Virginia for recycling and processing scrap steel, pressure from raw material costs and significant growth in which is a key raw material for producing steel. It imports. Faced with this scenario, the Company worked also continued with the implementation of a single to adjust its operations with agility and flexibility. information technology system, which will further ensure its customer service quality (see the section Besides seeking to increase operational efficiency “Strategies and Competitive Advantages,” p. 11). and competitiveness in the markets where it operates, Gerdau invested to expand its product line in the region. OUTLOOK: NORTH AMERICA The main highlight was the resumption of the project to build a new plant in Mexico through its joint venture • For 2013, we expect a gradual recovery of the Gerdau Corsa. Focused on the production of structural economies of the countries in North America. shapes, the plant will have an annual installed capacity of 1 million metric tons of steel and 700,000 metric • In the United States, the increase in the production of tons of rolled products. This investment will enable the shale gas should generate new market opportunities replacement of imports of this product in the country for Gerdau due to the infrastructure necessary for the and is expected to start up in the beginning of 2014. exploration of this input, as well as allow the reduction of operating costs with a cheaper access to an In Guatemala, Gerdau inaugurated a new factory alternative energy source. of welded wire mesh focused on selling to the construction industry. Furthermore, it continued with • Regarding steel consumption in the region, the World the installation of a new rolling mill for rebars and light Steel Association forecasts growth of 3.6% in 2013 in commercial profiles with an annual capacity of 200,000 the United States, reaching 100 million metric tons. In metric tons that will go into operation in 2013. Canada, in turn, the consumption of steel should have a rise of 2.9%, reaching 15 million metric tons. In Venezuela, the Company is investing in the technological upgrade of its mill with the objective 15 16 GERDAU ANNUAL REPORT 2012 | PERFORMANCE OF OPERATIONS of improving its operational safety and expanding the production capacity of steel and rolled products in order to meet the growing demand in the country. In order to get even closer to the civil construction market in Chile, Gerdau is building a new fabricated reinforcing steel facility that will begin operations in 2013. OUTLOOK: LATIN AMERICA • According to estimates from the World Steel Association, steel consumption should evolve 6.4% in Latin America (excluding Brazil), reaching 43.5 million metric tons. • The markets in this region have great growth potential for 2013 as compared to 2012. Because Gerdau’s special steels are used in automotive parts that require high safety, quality, and reliability of this, Gerdau will continue investing to meet the future expansion of the market and the specific demand for special steel in the country. In 2013, the new needs of its customers. rolling mill for round bars will start up operations at the Pindamonhangaba (SP) mill with an annual capacity of 500,000 metric tons. In addition, the capacity of the Special Steel Mogi das Cruzes (SP) rolling mill will grow in 2013 from (includes special steel operations in Brazil, 216,000 metric tons to 276,000 metric tons per year. Europe, the U.S., and India) With steel mills producing special steel in Brazil, the As for the North America market (Canada, U.S., and U.S., Spain, and India, Gerdau is a leading global Mexico), the production of light, medium, and heavy vehicles supplier to the automotive industry, besides selling grew significantly during the year with an 18% evolution in to the segments of oil & gas, wind energy, agricultural the automotive segment and 8% in the segment of medium machinery & equipment, mining, among others. and heavy vehicles. In total, 15.8 million vehicles (light, medium, and heavy) were produced and, additionally, there In the Brazilian market, the production of medium and was a higher local production of automotive components. heavy vehicles (trucks and buses) showed a significant To meet the development of the current and future reduction over the year, of 38%, caused by the effect demand, Gerdau started the operation of a new of anticipated manufacturing of heavy vehicles at the continuous casting in Monroe mill (Michigan) as well as end of 2011 due to new Euro 5 regulations for diesel continuing with its modernization and expansion of the engines, which became effective in January 2012. In installed capacity of this mill unit, which will increase the segment of cars and light commercial vehicles, the from 500,000 to 800,000 metric tons per year by 2014. reduction of the excise tax (IPI) caused production to move forward 1% to 3.2 million units according to the In Europe, meanwhile, the economic crisis experienced National Association of Vehicle Manufacturers (Anfavea). in the region led to a decrease in the production of light, medium, and heavy vehicles in 2012. For example, Nevertheless, Gerdau continued its investments to expand the production of light vehicle of 12.5 million units fell the capacity of its plants, focused on expand of future by 8%. The production of medium and heavy vehicles PERFORMANCE OF OPERATIONS | GERDAU ANNUAL REPORT 2012 was of 378,000 units, a drop of 11% compared with the OUTLOOK: SPECIAL STEEL previous year. However, the Company continued investing in the technological upgrading of its operations located • For 2013, the markets of Brazil, the U.S., and India in Spain, such as the modernization of the continuous should show growth while Europe should start its casting at the Basauri mill, in order to enhance the process of recovering demand in 2014. quality of its products and increase its productivity. • In Brazil, Anfavea’s projections indicate that the Gerdau has started the operation of a blast furnace in production of cars will grow 4.5% and trucks 7%. India, a large potential market, with an annual installed capacity of 350,000 metric tons, the power generation • In the United States, the stronger demand in the plant that will use blast furnace gas, sintering, the melt region is expected to drive growth in the production shop, and the new special steel rolling mill with an annual of light vehicles and medium and heavy commercial installed capacity of 300,000 metric tons. Two new vehicles by 4%, according to market forecasts. inspection lines of bars will start operating in 2013, and already in the plans for 2014 is the implementation of a • In India, it is estimated that the production of light coking plant with an annual capacity of 200,000 metric and heavy vehicles will present a growth compared tons and integrated into it is a power generation plant. to the previous year. Gerdau starts up the production of special steel in India to supply the region’s market 17 18 GERDAU ANNUAL REPORT 2012 | FINANCES FINANCES Net Sales Grows 7% in 2012 Net sales Source of net sales R$ 38 billion North America Gerdau closed the year 2012 with a 32% consolidated net sales of R$ 38 billion, which Brazil Includes long steel operations in the United States and Canada is a growth of 7% compared to last year. 36% Except special steel mills Cost of sales and operating expenses In 2012, the cost of sales in consolidated terms was R$ 33.2 billion, 10% above that recorded in 2011. This increase reflects the rising costs of key raw materials for the steel production process and lower dilution of fixed costs due to lower volumes sold. Selling, general, and administrative expenses grew 3% to R$ 2.5 billion. However, its part in relation to net revenues proved to be stable in 2012 compared with the previous year. Latin America 13% Special Steel 19% Except Brazil Includes special steel operations in Brazil, Europe, and the United States Note: The information above does not include data from affiliated companies and jointly owned subsidiaries. Consolidated statement of income - summarized* Gerdau S.A. and subsidiaries (R$ millions) Net sales Cost of sales Gross profit Operating expenses Income before financial income and taxes Financial income Income before taxes Income tax and social contribution Net income for period 2012 2011 37,982 35,407 -33,234 -30,298 4,748 5,109 -2,400 -2,230 2,348 2,879 -789 -528 1,559 2,351 -63 -253 1,496 2,098 * Years ended on December 31, 2012 and 2011. Composition of consolidated EBITDA* (R$ million) 2012 2011 Net income 1,496 2,098 789 528 63 253 Depreciation and amortization 1,828 1,772 EBITDA 4,176 4,651 11% 13% Net financial income Provision for income tax and social contribution EBITDA Margin * Includes the results of associated companies and jointly-controlled entities according to the equity method. FINANCES | GERDAU ANNUAL REPORT 2012 EBITDA EBITDA (earnings before interest, taxes, depreciation and amortization) was R$ 4.2 billion, which is a 10% reduction compared to the previous year influenced mainly by rising costs of key raw materials and lower equity in earnings of subsidiaries and associated companies. As a result, the EBITDA margin was also impacted, going from 13% last year to 11% in 2012. Indebtedness (R$ million) Current 12/31/2012 12/31/2011 2,583 1,757 Non-current 12,086 11,927 Gross debt 14,669 13,684 2,497 4,578 12,172 9,106 Cash, cash equivalents, and financial investments Net debt Financial expenses and incomes Financial liabilities The higher net financial expenses, which reached On 31 December 2012, Gerdau’s net debt (gross debt R$ 789 million against R$ 528 million in 2011, were minus cash on hand and financial investments) was primarily due to a lower net income and foreign R$ 12.2 billion against the R$ 9.1 billion recorded at exchange losses on the hedge of net investment. the end of 2011. This increase in net debt is a reflection primarily of the exchange rate effect on debts in foreign Net profit currencies, the increased need for working capital For the year, consolidated net profit went from R$ 2.1 throughout 2012, and investments made during the year. billion in 2011 to R$ 1.5 billion in 2012, which was mainly due to lower operating and financial results. Gross debt at the end of the year was R$ 14.7 billion, of which 82% was long-term and 18% short-term. Of the Added value breakdown total gross debt, 47% was in foreign currency contracted The added value of Gerdau companies in consolidated by the subsidiaries in Brazil, 33% in different currencies terms reached R$ 10 billion in 2012, which is a 2% increase contracted by subsidiaries abroad, and 20% in reais. on the previous year. This good performance is a result of revenues from products and services net of discounts, On December 31, 2012, Gerdau’s available cash, which reached R$ 39.6 billion, net of costs of R$ 29.6 cash equivalents, and investments were R$ 2.5 billion related to raw materials and consumer goods, billion, of which 35% was held by the Gerdau outsourced services, depreciation and amortization, equity companies abroad, mainly in U.S. dollars. in earnings, and financial income, among other items. The ratio between net debt and EBITDA reached 2.9 times in December 2012 against 2.0 times in December Added Value Breakdown 2011. The ratio between gross debt and EBITDA, in turn, R$ 10 billion Taxes and social contributions 25% reached 3.5 times versus 2.9 times in the previous year. Reinvestments of profits 11% (R$ 1.1 bi) (R$ 2.5 bi) Salaries, benefits, profit sharing, and training 49% Interest on financing (R$ 4.9 bi) 11% (R$ 1.1 bi) Dividends and interest on shareholder’s equity 4% (R$ 0.4 bi) 19 GERDAU ANNUAL REPORT 2012 | EMPLOYEES RELATIONSHIPS 20 The safety of people in the work environment is a top priority in all of Gerdau’s operations EMPLOYEES Gerdau’s corporate culture is the base for the efficiency needed to face the global challenges leaders who act as clear agents of Gerdau’s corporate culture, spreading the Company’s values to their teams through personal examples, along with enhancing the employees’ autonomy and showing respect to people. Gerdau’s corporate culture, made up of values, history, and attitudes, is shared by its more than During the year, for example, meetings were held between 45,000 employees. And this is what forms the basis of members of the Board of Directors and the Gerdau the existence of this centennial Company. Knowledge Executive Committee with over 1,000 employees in of the business, focus on results, continuous search Chile, the United States, and Peru. The perspective for customer preference, quality, commitment, integrity, is that all the leaders in Gerdau participate in safety, social responsibility, and recognition are these meetings over a period of two years. concepts that permeate daily operations and contribute toward Gerdau building new business opportunities and consolidating itself in the global steel market. Strengthening this culture, which was one of the main highlights in the area of human resources in 2012, has contributed toward the Company responding to the challenges posed by the current global economic scenario in an increasingly integrated and agile way. This is achieved through communicating the Company’s values, by setting up and aligning processes and practices in all business operations, implementing processes and tools for managing people, and developing The book “Our Culture Unites Us - Lessons from Our History” with stories about the experiences of employees in their daily work routines, was distributed to all of Gerdau’s operations worldwide EMPLOYEES | GERDAU ANNUAL REPORT 2012 Health and safety People’s safety is a fundamental value for Gerdau. That is why the Company has a strict set of practices that are part of its Safety Management System, which involves investment in new technologies, equipment, and global management systems. In 2012, this area received R$ 92.7 million, 31% more than the previous year. With the objective of improving safety in the work environment, the Company has developed a manual in line with the best global practices with guidelines on behavioral management. In parallel, it initiated specific training on the topic for the leaders of the operations in Argentina, Brazil, and Spain. In 2013, the training will be extended to the other operations in Latin America and in 2014 to North America. Gerdau receives for the third time the Safety and Health Excellence Recognition awarded by the World Steel Association These initiatives contributed so that the accident frequency rate per million hours worked (international index that measures the occurrence of accidents in the workplace) which is awarded by the World Steel Association. decreased from 2.31 in 2010 to 1.06 in 2012. This level The Company was awarded for the project “Safety is below the world average for the sector, whose latest Multipliers”, which recorded positive results since figure released by the World Steel Association is 1.9. its implementation in 2004. The project consists of train operators who encourage and offer support to Furthermore, Gerdau received the Safety and their colleagues to put into practice solutions that Health Excellence Recognition for the third time, make the work environment 100% accident free. Investments in occupational health & safety (R$ million) Accident frequency rate* 2.5 2.31 1.59 2.0 1.06 1.5 92.7 100 1.0 60 0.5 0 71.0 80 49.1 40 2010 2011 2012 20 *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 LT accidents). 0 2010 2011 2012 21 22 GERDAU ANNUAL REPORT 2012 | EMPLOYEES Internal climate alignment and synergy of this function in all of its The favorability index of the Opinion Survey, which operations. The training also aims to meet the standards evaluates the Company’s internal climate, once again of the Gerdau Business System (GBS) and currently there reflected a high level of engagement of its employees. are a total of 12 professionals participating. The indicator rose from 75% in 2011 to 76% in 2012, with a highlight being the growth in operations of long steel Training and development 2012 2011 and special steels in North America. The performance Investments (R$ million) 37.2 32.1 was five percentage points above the world market Number of training hours per employee 52.4 53.4 average, which includes global companies with excellent financial performance and/or that are part of the ranking Knowledge Management of the most admired companies in Fortune magazine. Knowledge Management is an initiative on Gerdau’s part to have a set of strategies to maximize the use of Moreover, Gerdau was elected as the best company existing knowledge in the Company, generating positive to work for in the steel and metallurgy industry in Brazil impacts such as increased efficiency and operational by Guia Exame/Você S.A., a leading benchmark in the productivity, while at the same time reducing costs. One country in this area. The Company is among the 150 of the main strategies adopted is the Communities of organizations best positioned in this ranking since 2007. Practice, which facilitate interaction between employees in different countries through a virtual network for sharing of Training best practices. This way, for example, it is possible for an Gerdau seeks to invest heavily in training its team of employee from one country to have an issue cleared up by employees, which already includes about 600 people a colleague from across the world with speed and clarity. with master’s and doctorate degrees. The main objective is working with high performers who are In the fifth year since it began, the Communities of aligned with the strategic business objectives, besides Practice have already gathered together more than forming global leaders. In 2012, the investments 5,000 employees in 36 communities, exceeding in this area reached R$ 37.2 million. The activities 58,000 posts. Posts can take on the form of involved 2.2 million hours, which represents an questions, answers, documents, and news, and they average of 52 hours of training per employee. take place between 95 plants in 14 countries. The operation in India began its participation in 2012. The Gerdau Business Program (GBP) is one of the highlights in this area. Lasting two years, this initiative was Autonomy and Creativity developed in partnership with the Institute of Education Gerdau encourages delegation, autonomy, and creativity and Research (Insper) in São Paulo and consists of a in its teams. One example of this is the program specific MBA degree conducted in accordance with the Management Focused on the Operator (MFO) where needs of Gerdau. The executives selected for this program employees, besides performing their usual activities, are of high potential and participate in modules in leading help control processes such as quality, safety, cost, universities worldwide such as Insead in France and maintenance, and the environment. This shared Darden in the United States. The third edition of the GBP management encourages professionals to overcome their is in progress with the participation of 32 executives from challenges, expand the productivity of processes and Brazil, Chile, Mexico, Peru, and the Dominican Republic. quality of final products. The program has been deployed in plants in Argentina, Brazil, Chile, Colombia, the United In 2012, the Company launched a program structured States, Mexico, the Dominican Republic, and Uruguay. In for training controllers with the aim of increasing the 2013, it will be expanded to eight more industrial plants. EMPLOYEES | GERDAU ANNUAL REPORT 2012 The active participation of employees is also present executives are prepared to take strategic positions in the in two other programs: Quality Improvement Story Company. In 2012, there were 211 of these committees (QIS) and Ideas. In the QIS, teams of three to seven set up in various countries where Gerdau operates. people offer creative solutions to problems in their daily operations. In 2012, 6,800 employees in 11 countries Gerdau Future Trainees participated with 437 projects, which generated earnings The Gerdau Future Trainee Program is the main worth US$ 145.3 million. The Ideas program, on the entrance of young professionals into the Company. other hand, encourages the search for innovative For a two-year period, the trainees work on projects and solutions both individually or in groups. During the year, activities that challenge their professional skills while also the project involved 13,800 people from eight countries bringing good results to the business. Furthermore, the who registered over 97,000 new ideas. Of this total, the trainees receive training and evaluations that help their Company implemented 73,000 suggestions throughout learning and development process. Currently, Gerdau the year that yielded earnings of US$ 20.2 million. has 382 trainees in this program in ten countries. Compensation and benefits Gerdau maintains a compensation policy of fixed and variable amounts based on the achievement of individual, team, and operation’s targets. In addition to this, the Company offers a benefit plan for employees and their families. The benefits vary according to the needs of each region where Gerdau operates. A new health insurance model was launched in Brazil in 2012. In line with the best market practices, the plan The teams that reach the most significant results are recognized at the QIS global meetings gives the option for more coverage and flexibility for employees with more competitive costs for Gerdau. Furthermore, close to 100% of the employees in Brazil Management of high potentials participate in the complementary pension plan with a To be able to count on outstanding professionals who defined contribution, and the Company adds 150% are prepared to take on positions of high responsibility of that amount as a contribution to the employee. is another of Gerdau’s concerns. In this sense, external consultants contribute to enhance the training of the Benefits (R$ million) 2012 2011 Company’s employees through the External Executive Meals 94.7 71.7 Coaching Program, an initiative launched in 2012. Transportation 75.4 68.6 Parallel to this, 14 of Gerdau’s leaders with higher level of Health Insurance 401.4 299.0 knowledge and experience, among them members of the Private Pension Plan 170.7 137.3 Board of Directors and the Gerdau Executive Committee, supported during the exercise the development of 19 executives through the Mentoring Program. Labor union agreements Gerdau guides its relationship with the unions by Succession seeking mutual gains, taking into account the labor Discussions about careers and succession at Gerdau demands and the Company’s sustainability. During the are held in the People Development Committees year, 15 agreements were made in Brazil, Canada, made up of leaders from different areas. This way, new Chile, the United States, Mexico, and Venezuela. 23 24 GERDAU ANNUAL REPORT 2012 | CUSTOMERS CUSTOMERS Fabricated reinforcing steel facilities adopt new practices and processes to improve customer service Innovative solutions contribute to increasing the competitiveness of customers Gerdau steel also contributes for building projects to receive environmental certifications for their work because it is 100% recyclable. The Leadership in Gerdau seeks to establish a relationship of mutual Energy and Environmental Design (LEED) certification, gains with its more than 130,000 customers, for example, has already been granted to several contributing to the development of the consumer chain projects that use the Company’s products. Among of steel. It also strives for excellence in all aspects of the projects certified are the Duke Energy Center its business, all the way from the quality of its products in the United States, the Oscar Niemeyer Tower in and services to delivery and technical assistance. To Brazil, and the Transoceanic Building in Chile. do this, it has a team of highly specialized employees and takes surveys to monitor customer satisfaction Gerdau’s Research and Development Centers and improve its services to each market segment, as for the special steel sector located in Brazil and well as carrying out specific relationship programs. Spain are another highlight of its services for the industry. Currently the Company is participating in Toward this end, Gerdau held a survey in 2012 with more than 70 projects for the automotive, energy, more than 500 civil construction technicians in Brazil to and naval sectors. These initiatives are aimed at understand fabricated reinforcing steel market needs. continually improving the mechanical properties of As a result it adopted new technologies and internal steel, resulting in better performance in use and gains processes, set up monitoring systems to increase the in efficiency along the chains supplied by Gerdau. predictability of deliveries, and also trained sales teams Two of these projects are focused on developing for giving technical support to contractors. These new nano-alloyed steels for the automotive industry. practices will be applied in Gerdau’s more than 100 fabricated reinforcing steel facilities around the world. The Regarding the flat steel segment, Gerdau is cutting and bending system makes it possible to deliver conducting an intense market mapping in order to the steel in quantities, shapes, and sizes according to the understand customer needs before the startup of demands of each project and can increase productivity by operations of a hot rolled coil mill in Brazil (read up to 70% in the structure assembly stage at the jobsite. more on this topic in chapter “Business”, p. 14). SUPPLIERS | GERDAU ANNUAL REPORT 2012 SUPPLIERS Supporting the sustainable development of suppliers strengthens the steel business chain monitoring the execution of action plans. In total, more than 500 training hours are devoted to addressing issues related to management improvement, quality & productivity, encouraging entrepreneurship, citizenship, Gerdau establishes long-term relationships with its and sustainability over a period of 24 months. suppliers based on a direct, transparent and in search for mutual gains relationship. It gives preference to The program has had a direct impact on Gerdau’s contracting suppliers that share its policy of respect for competitiveness as it prepares the way to receive products people and the environment because it believes that the and services of better quality, punctual delivery, and building sustainability of its business also passes through the long-term relationships, as well as sharing its ethical values steel chain. Because of this, it requires strict compliance along its business chain. Moreover, by strengthening these with the laws in each country where it operates and micro, small, and medium enterprises, this stimulates carries out periodic audits to make sure that the supply market growth and generates jobs and wealth based on chain is complying with its levels of excellence. projects with a strong social content. In 2012, the program involved 404 micro, small, and medium enterprises in With operations in the Americas, Europe, and Asia, Gerdau Argentina, Brazil, Colombia, Mexico and Peru. As a result, currently has a network of more than 30,000 suppliers, the business volume between Gerdau and the participating 60% of which are micro, small and medium enterprises companies grew 24% compared to 2011. For 2013, the that strengthen the local economies where it operates. program will be expanded to suppliers in Chile, India, For this reason, the Company has supported its Supplier the the Dominican Republic, Uruguay, and Venezuela. Development Program since 2007 in order to improve the management performance of these organizations. This Regarding the supply of scrap steel, a key raw material initiative, developed with partner organizations, ranges in steel production, Gerdau has its own collection and from giving courses and on-site consulting to designing and processing units of scrap, especially in Brazil and North America. In order to expand the supply of this raw material and develop micro and small suppliers, programs to develop technical and managerial skills were promoted in 2012 for about 90 companies and scrap cooperatives in Brazil, Chile, Colombia, Peru, Uruguay, and Venezuela that increased their sales to Gerdau by 125%. At the same time, Gerdau is increasingly seeking to expand the synergy among its operations around the world through a global procurement structure that makes it possible to reach economies of scale, productivity, and cost reduction in the purchase of equipment and inputs. Additionally, the new structure generates for the large suppliers the Participants of the Supplier Development Program receive certificates in Peru opportunity to expand their business in different countries and regions, as well as to streamline their logistics delivery. 25 26 GERDAU ANNUAL REPORT 2012 | SHAREHOLDERS SHAREHOLDERS Transparency and agility characterize Gerdau’s relationship with its shareholders three months on capital of at least 30% of adjusted net income for the year calculated in accordance with Brazilian accounting practices. It is worth noting that Conservative financial management, flexibility, geographic this percentage is higher than the level of 25% set by diversification of operations, and ability to take advantage corporate law in Brazil. The compensation policy for the of opportunities were Gerdau’s characteristics recognized company Siderúrgica del Perú S.A.A. on the other hand, by the capital market. As a result, the shares of Gerdau S.A. is to pay dividends of up to 33% of its adjusted net profit. appreciated by 26% and those of Metalúrgica Gerdau S.A. by 30%, respectively, over 2012, which is one of best In 2012, the shareholders of Metalúrgica Gerdau S.A. performance among companies in the global received R$ 130 million in dividends and interest on capital, steel industry. which is equivalent to R$ 0.32 per share and Gerdau S.A. R$ 408 million, equivalent to R$ 0.24 per share. Relationship actions with shareholders With over 65 years of experience in capital markets, Recognition from capital market Gerdau is always working hard to improve its relationship In recognition of Gerdau’s management capacity, the three with its more than 130,000 shareholders. In 2012, it major rating agencies in the capital market maintained held over 500 meetings with shareholders, investors, the Company’s investment grade in 2012. Standard & and investment analysts, the main ones being 13 Poor’s and Fitch Ratings kept their rating level at BBB-, non-deal road shows in Brazil, in the United States, while Moody’s maintained an investment grade of Baa3. and in countries in Europe and Asia, and participated in two meetings of the Association of Capital Market For the seventh consecutive year, Gerdau S.A. and Analysts and Professionals (APIMEC) in Brazil. Metalúrgica Gerdau S.A. have been a part of the Corporate Sustainability Index (ISE) portfolio of BM&FBOVESPA. This Gerdau also launched a new website (www.gerdau.com/ri) index is made up of shares of companies that stand out in order to improve its services to the capital markets such for their more sustainable practices in the long term and as increasing the speed of browsing and access to have a high degree of commitment on issues of corporate information. This new communication channel also provides governance, social responsibility, and the environment. content specific for individual shareholders and institutional investors in Portuguese, English, and Spanish. Moreover, Gerdau’s publicly listed companies in Brazil are part of the main index of BM&FBOVESPA, Ibovespa, Shareholder compensation in which Gerdau S.A. has the 11th highest liquidity among Gerdau’s three publicly listed companies – Gerdau S.A., companies that make up this indicator. They are also listed Metalúrgica Gerdau S.A., and Empresa Siderúrgica del on the Special Corporate Governance Stock Index (IGC), Perú S.A.A. – have clear remuneration policies that are the Share Index with Differentiated Tag Along Rights (ITAG), in line with market practices. Metalúrgica Gerdau S.A. on the Brazil Index 50 (IBrX50), on the Index of Basic and Gerdau S.A. pay dividends and/or interest every Materials (IMAT), and on the Industrial Sector Index (INDX). SOCIETY | GERDAU ANNUAL REPORT 2012 SOCIETY Volunteer work from employees is critical to the development of social programs its employees who want to get involved in volunteer activities. As a result, in 2012, approximately 8,000 employees participated in the Gerdau Over the years, Gerdau has been improving its role in Volunteer Program (PVG) by working actively in social responsibility and consolidating the theme in its social projects supported by the Company. business strategy. With the belief that the growth of its operations is directly related to developing its business One of the highlights among the volunteering actions chain and the communities where its plants are undertaken during the year was the Gerdau Volunteer located, the Company has expanded, standardized, and Olympics, a competition held in nine countries: Argentina, internationalized its practices for this area over the last few Brazil, Chile, Colombia, Spain, Mexico, Peru, Uruguay, years. It also began to apply management methodologies and Venezuela. Under the slogan “United for Safety: in planning, implementation, and monitoring of social victory belongs to us all”, 13,000 volunteer employees projects in order to achieve even more effective results. helped promote improvements and awareness activities to encourage safe habits and behaviors in the daily In 2012, R$ 52.7 million was invested in more than activities of about 800 micro and small enterprises, 900 social projects that were conducted in 13 schools, daycare centers, and other social organizations. countries where Gerdau operates. These initiatives are led by Gerdau Institute, which is responsible Gerdau also develops partnerships with major for the Company’s social responsibility policies and institutions that implement programs to encourage guidelines, and are focused in the areas of education, quality in management and entrepreneurship along emergency assistance, and quality management. the steel business chain. Furthermore, the Company supports institutions that promote transforming Moreover, Gerdau believes that volunteering is an actions in society such as the Competitive Brazil important transforming agent of change in society. Movement, Everyone for Education Movement, Junior For this reason it offers specific training courses to Achievement, and the World Childhood Foundation. The Gerdau Volunteer Olympics was one of the highlights among the volunteer activities done in 2012 27 GERDAU ANNUAL REPORT 2012 | ENVIRONMENT ENVIRONMENT 28 Gerdau invested in the expansion and modernization of the dust removal system in plants in Canada, Colombia (photo), and Chile Gerdau contributes to the sustainability of the communities and their businesses by transforming scrap into steel job opportunities in the processing of this raw material. For Gerdau, recycling is not just an initiative of Stringent environmental management practices environmental protection, but it is also part of its business Gerdau’s strong commitment to the environment is strategy. Every year, it transforms more than 15 million reflected in its stringent practices in this area along with metric tons of steel scrap, making it the largest scrap its ISO 14001 certification, of which the Environmental recycler in Latin America. The use of this raw material Management System (EMS) is a part. The Company reduces the volume of material deposited in inappropriate uses the EMS to monitor the entire production cycle of places and reduces the consumption of energy as well as steel, beginning from the collection of raw materials all other natural resources in the steel production process, the way to delivering the final product and the disposal of while minimizing emissions of greenhouse gases such by-products. Currently 48 industrial plants are ISO 14001 as CO2. Moreover, the collection and processing of certified, which corresponds to 89% of the total. Since 2010 when the project began, over 36,000 metric tons of scrap have already been recycled. scrap generate jobs over a long chain of small, medium and large entrepreneurs who live off of this activity. By-products Through continuous investment, improvements in Gerdau has been developing projects in partnership with processes, and studies in partnership with universities, the public sector in Brazil, Colombia, and Peru in order research entities and companies, Gerdau seeks intelligent to further expand scrap collection in the regions where and sustainable alternatives for the application of it operates and promote proper disposal of cars, trucks, its by-products. As a result of these initiatives, in 2012, and buses that are no longer in circulation. Besides the reuse rate of these materials reached 74.8%. contributing to the environment, these initiatives play an important socio-economic role, because they reduce Air the costs of governments with its storage, generate The dust removal systems at Gerdau’s plants capture with revenue from the sale of scrap, and also create new high efficiency the solid particles generated by the steelmaking ENVIRONMENT | GERDAU ANNUAL REPORT 2012 process, which are later processed into by-products used to increase energy savings in auxiliary equipment in other segments of the industry. In 2012, the Company to the steel production process, which represent invested in the expansion and modernization of the dust approximately 40% of the energy consumed in the mills. removal system in plants in Canada, Colombia, and Chile. The project goal is to achieve a reduction of 2.5% of total Water energy consumed by 2014. To start this process, teams Gerdau has one of the best water recirculation rates from all the industrial mills in Brazil ran a diagnostics in the global steel industry today with an average rate of savings opportunities, which were transformed exceeding 97%. This percentage represented in 2012 over into more than 1,300 actions. This project will also be 2 trillion liters of recycled water to be used internally in the applied in other countries where Gerdau operates. production of steel. The volume, if captured, corresponds to a supply of water for a period of two years from the Gerdau also optimizes the use of energy by expanding state of New York (United States), which has over 19 the use of by-products from the production process million inhabitants, considering an average consumption of its mills. In addition, the Company is increasing of 150 liters per person per day. The small amount not its use of natural gas in its operations, which is reused corresponds mainly to evaporative losses. already applied in 94% of its mills worldwide. Biodiversity Gerdau maintains green areas at its mills for the purpose of improving the quality of the air and maintain local biodiversity. Currently, of its total 17,000 hectares of Company property, 3,000 hectares are preserved native forests made up of legal reserves, permanent preservation areas, and private reserves of natural heritage. Over 4,000 hectares are areas preserved voluntarily. Water treatment system in Peru will increase the mill’s recirculation rate to more than 98% Environmental education As part of its environmental management practices, Gerdau promotes awareness campaigns, conferences, These achievements in the process of reusing water are and training courses for employees and third parties. due to continuous investments in advanced closed water In 2012, these activities totaled 48,200 hours with treatment and recirculation systems. In 2012, for example, a the involvement of about 26,000 people. new water treatment plant was constructed at the Reinosa mill located in Spain. With this, the amount of water captured One of the initiatives created during 2012 was the externally by the plant decreased by 50%. Also, in Peru, a Environmental Laboratory, which seeks to improve social- project is currently underway to improve and upgrade the environmental practices and knowledge of educators water treatment system in order to increase the level of in the municipal and state schools in the region of the plant’s recirculation from 95.1% to more than 98%. Ouro Branco (MG). For the year, 292 professionals participated in 22 courses and workshops. Energy In order to expand its energy efficiency, Gerdau invests continuously in improving and optimizing its industrial processes. In 2012, for example, the Company initiated a pilot project in operations in Brazil in order 29 30 GERDAU ANNUAL REPORT 2012 | TIMELINE TIMELINE Learn about the key facts that marked Gerdau’s history João Gerdau businesses branch into two separate areas: 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, The Nail Factory is in 1930, Hugo and Walter Gerdau expanded with construction The Nail Factory – today take part in the creation of the of a new plant in Passo Metalúrgica Gerdau S.A. – State center for the manufacturing Fundo (state of Rio becomes a public company industry, future Federation of Grande do Sul, Brazil), and begins trading on the Industries of the State. 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 foundations of Gerdau founding member of the Cia son-in-law of Hugo, with the Pontas de Paris Nail Geral de Indústrias (state of takes the company’s Factory in Porto Alegre (state Rio Grande do Sul, Brazil), helm and oversees of Rio Grande do Sul, Brazil). which later becomes Fogões a decisive phase of Geral. He later assumes business expansion. control of the company and in 1947 leaves the business. TIMELINE | GERDAU ANNUAL REPORT 2012 31 Steel production begins with Riograndense – known as Usina The Gerdau Foundation Farrapos (UFA) – in Porto Alegre is created, with health, The São Judas Tadeu Açonorte steel plant (state (state of Rio Grande do Sul, education, housing Wire Factory is set up of Pernambuco, Brazil), Brazil), with forward-thinking and social assistance in São Paulo (state whose facilities were being conception of the mini-mill, a programs, reinforcing of São Paulo, Brazil), transferred from Tição (in model based on the use of scrap the culture of social marking the company’s the city of Iguarassu) to the and regional sales, enabling more responsibility within expansion into the industrial district of Curado competitive operational costs. the Organization. Brazilian southeast. (in the city of Recife). 1948 1963 1967 1969 1957 The second Riograndense unit starts up operation Gerdau acquires the 1964 Germano, Klaus, and 1970 Siderúrgica Riograndense Jorge Gerdau Johannpeter publicly launches shares on in Sapucaia do Sul (RS). take on leadership the Rio de Janeiro and São The mill was also known positions in the Company, as Rio dos Sinos mill. and, in 1971, Frederico Gerdau Johannpeter also becomes part of the board. Paulo stock exchanges. 32 GERDAU ANNUAL REPORT 2012 | TIMELINE Beginning of Gerdau’s executive leadership begins Gerdau wins its to be in the hands first privatization of Jorge Gerdau auction in Brazil Johannpeter (CEO) and acquires Cosigua begins to have and Germano, Klaus, the Barão de Gerdau assumes control of the its shares traded on the and Frederico Gerdau Cocais steel mill Guaíra plant, a steel production Stock Exchanges in São Johannpeter (state of Minas Paulo and Rio de Janeiro. (Vice Chairmen). Gerais, Brazil). 1980 1983 internationalization Steel distribution activities start with the acquisition of with the first Comercial Gerdau in Laisa in Uruguay. the state of São Paulo (Brazil). pioneer in the state of Paraná (Brazil). 1971 1973 1982 1988 1984 Construction of Cosigua mill Germano, Klaus, Operation begins at Cosigua shares are (RJ) begins in the Industrial Jorge, and Frederico the Cearense plant publicly released, District of Santa Cruz, which Gerdau Johannpeter in Maracanaú (state was completed in record became part of time of 14 months. The the Gerdau Board project had the participation of Directors. of Thyssen ATH and was financed by the World Bank through the International Finance Corporation (IFC), among others. of Ceará, Brazil). Second Gerdau plant in the state of Paraná (Brazil) begins operation, in Araucária. which earns the company more than 60,000 new shareholders. TIMELINE | GERDAU ANNUAL REPORT 2012 Gerdau acquires Usiba (state of Bahia, Brazil) at a privatization auction. Gerdau acquires Siderúrgica Gerdau enters North America with Pains, now called Divinópolis mill. Gerdau acquires control of the acquisition of Ameristeel, marking its arrival Courtice Steel, in the United States. which later took on the name Gerdau acquires of Cambridge in the province of Ontario (Canada). 1989 Gerdau S.A., a publicly MRM in the stock of Sipar rolling mill in traded company in Brazil, province of Argentina. In 2005, Gerdau is listed on the New York takes a controlling stake. Stock Exchange (NYSE). Manitoba, Canada. 1994 Acquire part of the capital 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 launched. 1999 33 34 GERDAU ANNUAL REPORT 2012 | TIMELINE 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 steel 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) Gerdau takes a controlling and in Aceros Corsa (Mexico), signs agreement 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 Brazil) increases its production capacity by 50% to 4.5 million metric tons per year. 2007 2005 The merger of Gerdau Gerdau enters Europe, and Co-Steel, in North acquiring 40% of Sidenor. As America, creates a result of this acquisition, the Gerdau Ameristeel. 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, established in 1963. Gerdau São Paulo mill (state of São Paulo, Brazil) commences operations. TIMELINE | GERDAU ANNUAL REPORT 2012 35 Gerdau invests to expand its own production of iron ore. Gerdau acquires Tamco (United States), a leading producer of rebars on the west coast of the United States, with production capacity of 500,000 metric tons per year. Gerdau enters Central America, with a 30% stake in Corporación Centroamericana del Acero, in Guatemala. Gerdau gains 100% ownership of Gerdau Ameristeel, with the acquisition of approximately 34% of the company’s minority shares. As a result, the company shares are no longer traded on the Toronto and New York stock exchanges. The Company acquires a 50.9% stake in Cleary Holdings (Colombia), An additional stake of 49.1% is acquired in Cleary a metallurgical coke producer and Holdings (Colombia), granting Gerdau 100% holder of coking coal reserves. ownership of the company’s capital. Gerdau takes over Macsteel Gerdau incorporates Aços Villares, a special operations (United States), a steel producer in Brazil, in which the Company producer of special steels. already had an 87% direct and indirect stake. 2008 2010 2009 2011 2012 The Várzea do Lopes mine (state Gerdau completes 110 years of business, Gerdau announces new of Minas Gerais, Brazil) is initiated reaching an annual production capacity of 25 investments in mining with the production of iron ore. million metric tons and revitalizes its brand. The Company’s entering million metric tons by 2016. into the flat steel sector in Brazil is disclosed. The Mission, Vision, Values, and Code of Ethics are revised and unified at a global level, Company announces new investments in India. to increase its annual installed capacity to 18 strengthening Gerdau’s corporate culture. Gerdau begins studies for commercial exploration of part of its iron ore resources located in Minas Gerais. Later, it celebrates the firts shipments of iron ore, marking its entry into the international mining market. The Company completes 20 years of experience in the special steel sector. The first phase for implementing the Gerdau Template, which aims to deploy a single system of Production of special steel information technology using SAP in all countries in India begins, in order to where the Company operates, is completed. supply the region’s market. Gerdau announces investments to increase the installed capacity in special steel mills in Brazil and the United States. 36 GERDAU ANNUAL REPORT 2012 | FINANCIAL STATEMENTS SUMMARIZED FINANCIAL STATEMENTS GERDAU S.A. As of December 31, 2012 and 2011 CONSOLIDATED BALANCE SHEETS (In thousands of Brazilian reais) 2012 2011 Cash and cash equivalents 1,437,235 1,476,599 Short-term investments 1,059,605 3,101,649 Trade accounts receivable 3,695,381 3,602,748 Inventories 9,021,542 8,059,427 Other current assets 1,196,634 1,078,726 16,410,397 17,319,149 Deferred income and social contribution taxes 2,210,300 1,547,967 Other non-current assets 1,958,863 2,034,819 Investments in associates and jointly-controlled entities 1,425,605 1,355,291 Current assets Non-current assets Goodwill and other intangible assets 11,397,812 10,429,497 Property, plant, and equipment 19,690,181 17,295,071 36,682,761 32,662,645 53,093,158 49,981,794 Trade Accounts Payable 3,059,684 3,212,163 Short-Term Debt and Debentures Total assets Current liabilities 2,582,353 1,756,993 Taxes payable 528,698 591,983 Payroll and related liabilities 558,634 617,432 1,093,813 598,430 7,823,182 6,777,001 12,086,202 11,926,535 Other current liabilities Non-current liabilities Long-Term Debt and Debentures Deferred income taxes 1,795,963 1,858,725 Employee benefits 1,187,621 1,089,784 Other non-current liabilities 1,402,273 1,809,946 16,472,059 16,684,990 27,245,604 24,997,469 1,552,313 1,522,334 28,797,917 26,519,803 53,093,158 49,981,794 Shareholder’s equity Attributable to the equity holders of parent Non-controlling interests Total liabilities and equity FINANCIAL STATEMENTS | GERDAU ANNUAL REPORT 2012 CONSOLIDATED STATEMENTS OF INCOME (In thousands of Brazilian reais) 2012 2011 37,981,668 35,406,780 -33,234,102 -30,298,232 4,747,566 5,108,548 -2,471,675 -2,401,684 72,314 172,144 2,348,205 2,879,008 Net financial income (expenses) -654,615 -580,093 Exchange variations, net -134,128 51,757 1,559,462 2,350,672 -63,222 -253,096 1,496,240 2,097,576 1,425,633 2,005,727 70,607 91,849 0.84 1.22 Net sales Cost of sales Gross profit Selling, general, and administrative expenses 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 OF CASH FLOWS (In thousands of Brazilian reais) 2012 2011 Net income 1,496,240 2,097,576 Adjustments to reconcile net income with net cash 3,048,240 2,794,863 -200,433 -3,182,421 4,344,047 1,710,018 Net cash used in investing activities -3,438,025 -2,111,158 Net cash used in financing activities -1,036,294 727,064 90,908 89,641 Changes in assets and liabilities (net of interest and income tax) Net cash generated by operating activities Effect of exchange rate variation on cash and cash equivalents (Decrease) Increase in cash and cash equivalents -39,364 415,565 Cash and cash equivalents at beginning of year 1,476,599 1,061,034 Cash and cash equivalents at end of year 1,437,235 1,476,599 Read more on the financial statements of Gerdau S.A. at www.gerdau.com/ri 37 38 GERDAU ANNUAL REPORT 2012 | FINANCIAL STATEMENTS SUMMARIZED FINANCIAL STATEMENTS METALÚRGICA GERDAU S.A. As of December 31, 2012 and 2011 CONSOLIDATED BALANCE SHEETS (In thousands of Brazilian reais) 2012 2011 Cash and cash equivalents 1,437,724 1,477,020 Short-term investments 1,059,605 3,101,649 Trade accounts receivable 3,695,381 3,602,748 Inventories 9,021,542 8,059,427 Other current assets 1,213,403 1,094,723 16,427,655 17,335,567 Deferred income and social contribution taxes 2,376,709 1,658,416 Other non-current assets 1,959,459 2,005,594 Investments in associates and jointly-controlled entities 1,425,605 1,355,291 Current assets Non-current assets Goodwill and other intangible assets 11,489,825 10,521,510 Property, plant, and equipment 19,690,863 17,295,833 36,942,461 32,836,644 53,370,116 50,172,211 Trade Accounts Payable 3,059,814 3,212,278 Short-Term Debt and Debentures Total assets Current liabilities 3,888,232 1,760,780 Taxes payable 534,631 594,532 Payroll and related liabilities 558,634 617,432 1,088,177 588,906 9,129,488 6,773,928 12,073,867 13,223,260 Other current liabilities Non-current liabilities Long-Term Debt and Debentures Deferred income taxes 1,844,731 1,907,493 Employee benefits 1,187,621 1,089,784 Other non-current liabilities 2,316,057 2,626,758 17,422,276 18,847,295 9,965,945 9,040,054 16,852,407 15,510,934 26,818,352 24,550,988 53,370,116 50,172,211 Shareholder’s equity Attributable to the equity holders of parent Non-controlling interests Total liabilities and equity FINANCIAL STATEMENTS | GERDAU ANNUAL REPORT 2012 CONSOLIDATED STATEMENTS OF INCOME (In thousands of Brazilian reais) 2012 2011 37,981,668 35,406,780 -33,234,102 -30,298,231 4,747,566 5,108,549 -2,477,894 -2,422,943 50,783 182,865 2,320,455 2,868,471 Net financial income (expenses) -835,573 -740,152 Exchange variations, net -134,128 51,754 1,350,754 2,180,073 -18,077 -200,424 1,332,677 1,979,649 Net sales Cost of sales Gross profit Selling, general, and administrative expenses 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 456,731 760,522 Non-controlling interests 875,946 1,219,127 1.12 1.87 Earnings per share - common and preferred CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of Brazilian reais) 2012 2011 Net income 1,332,677 1,979,649 Adjustments to reconcile net income with net cash 3,184,773 2,905,786 -244,477 -3,174,739 4,272,973 1,710,696 Net cash used in investing activities -3,438,025 -2,111,158 Net cash used in financing activities -965,152 725,602 90,908 89,633 Changes in assets and liabilities (net of interest and income tax) Net cash generated by operating activities Effect of exchange rate variation on cash and cash equivalents (Decrease) Increase in cash and cash equivalents -39,296 414,773 Cash and cash equivalents at beginning of year 1,477,020 1,062,247 Cash and cash equivalents at end of year 1,437,724 1,477,020 Read more on the financial statements of Gerdau S.A. at www.gerdau.com/ri 39 40 GERDAU ANNUAL REPORT 2012 | credits and Corporate Information Corporate Information Credits Gerdau Coordination Av. Farrapos, 1811 Porto Alegre – RS – Brazil CEP 90220-005 Phone: +55 (51) 3323.2000 Gerdau Corporate Communications and Public Affairs Editing and production supervision Gerdau Corporate Communications and Public www.gerdau.com Affairs and Odin Art & Communication Shareholders Relations Graphic Design Av. Farrapos, 1811 Porto Alegre – RS – Brasil CEP 90220-005 acionistas@gerdau.com.br Phone: 0800.702.2001 Phone: +55 (51) 3323.2211 Fax: +55 (51) 3323.2281 Depositary Bank in Brazil Itaú Corretora de Valores S.A. 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 The Bank of New York Mellon shrrelations@bnymellon.com Phone: +1 888 BNY ADRS (From the United States) Phone: +1 201 680-6825 (Outside the United States) Investor and Analyst Service Av. Farrapos, 1811 Porto Alegre – RS – Brasil CEP 90220-005 inform@gerdau.com.br Phone: +55 (51) 3323.2703 Néktar Design Printing Gráfica Comunicação Impressa Paper and ink Offset 240g (cover) and Offset 120g (content) Printed with soy-based inks. Circulation 300 copies in Brazilian Portuguese and 150 in English. Photo credits and illustrations Ana Fuccia (page 23), Animake (page 16), Gerdau Files (pages 25, 27, and 28), Christian Buendia Gama (page 15), Eduardo Colesi (page 20), Eduardo Rocha (cover and page 13), Foguinho / Save the image (cover), Ivson Miranda (cover and pages 5, 6, 10, 12, and 24), Leonid Streliaev (page 14), Rahgu (cover and page 17), República das Ideias (page 20), Roberto René Rodríguez (page 29), WorldSteel (page 21). We would like to thank all of those who contributed by supplying information and images for this publication. Gerdau believes in the importance of seeking continuous improvement in all its processes, products and services. As such, we would like to hear your opinion about the Fax: +55 (51) 3323.2281 2012 Annual Report. Evaluate its scope, relevance, Independent Auditor Your opinion is very important to us. PricewaterhouseCoopers quality of information, and graphic presentation. Access our website www.relatoriogerdau.com.br and answer the opinion survey or send an email to gerdau@gerdau.com, with suggestions on aspects which can be improved. We thank you in advance for your participation. www.gerdau.com ARGENTINA www.sipargerdau.com BRAZIL www.gerdau.com.br CANADA www.gerdau.com/longsteel CHILE www.gerdauaza.cl COLOMBIA www.gerdau.com.co DOMINICAN REPUBLIC www.industriasnacionales.com GUATEMALA www.acerosdeguatemala.com INDIA www.gerdau.in MEXICO www.gerdau.com.mx PERU www.sider.com.pe SPAIN www.gerdau.es UNITED STATES www.gerdau.com/longsteel www.gerdau.com/specialsteel URUGUAY www.gerdau.com.uy VENEZUELA www.sizuca.com.ve