6-K - GGB - Equibles

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington**,D.C. 20549**

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIESEXCHANGE ACT OF 1934

Dated November 7, 2023

Commission File Number 1-14878

GERDAU S.A.

(Translation of Registrant’s Name into English)

Av. Dra. Ruth Cardoso, 8,501 – 8° andar

São Paulo, São Paulo - Brazil CEP 05425-070

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Exhibit Index

Exhibit	Description of Exhibit
99.1	Gerdau S.A. Quarterly Results 3Q23
99.2	Notice to Shareholders, Payment of Dividends, November 6, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 7, 2023

GERDAU S.A.
By:	/s/ Rafael Dorneles Japur
Name:	Rafael Dorneles Japur
Title:	Executive Vice President <br><br>Investor Relations Director

Exhibit 99.1

This content is Confidential. This content is Public.<br><br>GERDAU S.A.<br>QUARTERLY<br>3Q23<br>RESULTS<br>CLICK HERE to access the<br>videoconference RI.GERDAU.COM<br>Videoconference November, 7<br>(wednesday)<br>12:00 p.m.BRT	10:00 a.m. NY<br>Hot Roll Coil Capacity Expansion<br>Ouro Branco Plant (MG)
. 2<br><br>São Paulo, November 6, 2023 - Gerdau S.A. (B3: GGBR / NYSE: GGB) announces its<br>results for the third quarter of 2023. The consolidated financial statements of the Company<br>are presented in Brazilian reais (R$), in accordance with International Financial Reporting<br>Standards (IFRS) and the accounting practices adopted in Brazil. The information in this<br>report does not include the data of associates and jointly controlled entities, except where<br>stated otherwise.<br>GERDAU CLOSES 3Q23 WITH ADJUSTED EBITDA OF<br>R$3.3 BILLION AND GROWTH IN FREE CASH FLOW,<br>DESPITE A CHALLENGING GLOBAL ENVIRONMENT<br>AND MASSIVE INFLOW OF IMPORTS INTO BRAZIL<br>HIGHLIGHTS<br>QUARTERLY RESULTS - 3Q23<br>MAIN<br>INDICATORS CONSOLIDATED 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Shipments of steel (1,000 tonnes) 2,755 2,933 -6.1% 2,930 -6.0% 8,667 9,230 -6.1%<br>Net Sales¹ (R$ million) 17,063 18,265 -6.6% 21,149 -19.3% 54,201 64,448 -15.9%<br>Adjusted EBITDA²³ (R$ million) 3,349 3,792 -11.7% 5,369 -37.6% 11,464 17,878 -35.9%<br>Adjusted EBITDA Margin²³ (%) 19,6% 20,8% -1.1 p.p 25,4% -5.8 p.p 21,2% 27,7% -6.6 p.p<br>Adjusted Net Income³ (R$ million) 1,592 2,143 -25.7% 3,022 -47.3% 6,122 10,261 -40.3%<br>Adjusted Net Margin³ (%) 9,3% 11,7% -2.4 p.p 14,3% -5.0 p.p 11,3% 15,9% -4.6 p.p<br>Gross Debt (R$ million) 11,478 10,695 7.3% 12,856 -10.7% 11,478 12,856 -10.7%<br>Net Debt/Adjusted EBITDA 0,34x 0,37x -0.03x 0,16x 0.18x 0,34x 0,16x 0.18x<br>CAPEX (R$ million) 1,486 1,229 20.9% 1,056 40.7% 3,669 2,608 40.7%<br>Free Cash Flow (R$ million) 2,246 784 186.5% 3,093 -27.4% 5,727 9,331 -38.6%<br>■ The accident frequency rate was 0.69<br>at quarter-end, reinforcing our<br>commitment to the safety of our<br>employees;<br>■ Shipments reached 2.8 million tonnes of<br>steel, slightly less than in 2Q23;<br>■ Adjusted EBITDA totaled R$3.3 billion,<br>reflecting our healthy financial<br>performance in the quarter;<br>■ The net debt/Adjusted EBITDA of 0.34x<br>and gross debt of R$11.5 billion<br>underscore Gerdau’s solidity;<br>1. G<br>e<br>r<br>a<br>ç<br>ã<br>o<br>d<br>e<br>F<br>l<br>u<br>x<br>o<br>d<br>e<br>C<br>a<br>i<br>x<br>a<br>p<br>o<br>s<br>i<br>t<br>i<br>v<br>a<br>d<br>e<br>R<br>$<br>0<br>,<br>8<br>b<br>i<br>l<br>h<br>ã<br>o<br>,<br>r<br>e<br>s<br>u<br>l<br>■ Newave Energia S.A., an entity in which the<br>Company has an indirect interest of 33.33%,<br>acquired all the shares of the Arinos Solar<br>Complex previously held by Grupo Voltalia, with<br>the aim of generating solar power in Minas<br>Gerais state;<br>■ Partnerships in major events, such as The<br>Town (Sept/23) and the F1 São Paulo GP<br>(nov/23), reaffirm the Company’s position in the<br>production of innovative steel that provide<br>solutions to society’s dilemmas and<br>problems.<br>■ Recognition by the main business awards in<br>Brazil.<br>■ Free cash flow of R$2.2 billion, with a<br>working capital release of R$501<br>million;<br>■ CAPEX reached R$1.5 billion in 3Q23,<br>totaling 72% of the disbursement plan<br>for 2023;<br>■ Based on the results for the third quarter<br>of 2023, the Company allocated<br>R$822.2 million for distribution as<br>dividends (R$0.47 per share), to be<br>paid as of December 13, 2023;<br>2<br>¹ Includes iron ore sales.<br>² Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.
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4<br>QUARTELY RESULTS - 3Q23<br>MESSAGE FROM MANAGEMENT<br>Seeing challenges as an opportunity for evolution, Gerdau continues to work<br>focused on empowering people who build the future, dedicated to promoting a<br>diverse, inclusive, safe, and healthy environment that fosters development and<br>capacity building. With this in mind, we are pleased to announce that we closed<br>the quarter with an accident frequency rate (an indicator focused on our<br>employees’ safety) of 0.69, down from an annual rate of 0.76 in 2022, proof that<br>Gerdau prioritizes safety and integrates it into its day-to-day operations, enabling<br>progress towards its goal of being one of the safest companies in the global steel<br>chain.<br>From a macroeconomic standpoint, the third quarter of the year was marked by<br>a Brazilian economy with many uncertainties, in particular the continuing debate<br>on the tax reform and the beginning of a cycle of interest rate cuts. In addition,<br>uncertainty about the trajectory of interest rates in the United States, geopolitical<br>tension, and a global steel production surplus, increasing imports in several<br>markets, were relevant in the period.<br>Despite an environment rife with economic and political challenges, we have<br>demonstrated our ability to adapt to different scenarios, with discipline in the<br>management of fixed costs and focus on profitability, combined with the strategy<br>of geographic diversification in the Americas and the<br>product mix. Although the third quarter was marked by<br>more difficult issues in the global and regional steel<br>markets where we operate, with a decline in shipment<br>volume in our operations, our consolidated Net Sales<br>reached R$17.1 billion and Adjusted EBITDA totaled<br>R$3.3 billion in the period.<br>Regarding our Business Divisions (BD) and the markets<br>where we operate, we observed signs of economic<br>decline in the United States amid a possible recession.<br>Despite slightly lower volumes and prices in the third<br>quarter, the North America BD operated at over 85%<br>capacity, with an order book of around 60 days, which,<br>combined with our cost control efforts, sustained the<br>Adjusted EBITDA margin at 25%. Although U.S. federal<br>programs (such as IRA and IIJA) still represent marginal<br>demand for steel, market analysts believe North<br>America will go through a positive cycle as these<br>programs may significantly boost steel sales in the long term.<br>In the Brazilian market, we continued to see high penetration of imported steel,<br>pressuring shipment volume. According to the Brazil Steel Institute, the volume<br>of imports reached 549,000 tonnes, jumped 138% year over year. Of this<br>volume, 56% came from China and the rest from other countries, such as Russia,<br>South Korea, and Turkey. In addition, imported steel often lands at the destination<br>at a cost lower than the production cost, creating unequal competition. For these<br>reasons, players in the sector have been defending the need for a review of import<br>tariffs in order to ensure fairer and more competitive conditions for the national<br>steel market. However, despite the more challenging scenario, Adjusted EBITDA<br>of the Brazil BD remained above the pre-pandemic levels, led by an increase in<br>fabricated rebar shipment volume driven by the backlog of civil construction<br>demand. The resilience of our results in Brazil is partially due to a more balanced<br>product portfolio of the Brazil BD. In 3Q23, we celebrated the tenth anniversary<br>of the Brazilian flat steel operation, which produced more than 7 million tonnes of<br>steel in the period and significantly contributes to meeting the additional demand<br>from several sectors.<br>In the South America BD, shipment volume declined sequentially in 3Q23.<br>Nevertheless, the operation recorded an Adjusted EBITDA Margin of 32.1%<br>despite price levels more aligned with international prices, due to good cost<br>competitiveness. In Argentina, the domestic market remains stable, in spite of<br>import restrictions and an inflationary economy, with attention focused on the<br>presidential election. Meanwhile, in Peru, we are still facing the impacts of the El<br>Niño weather phenomenon, which poses challenges for the construction and<br>manufacturing sectors.<br>As for the Special Steel BD, shipment volume in North America until September<br>remained in line with the same period last year. Despite the increase in interest<br>rates, light and heavy vehicle sales continued to be resilient, according to<br>WardsAuto. The U.S. oil and gas sector has a positive outlook for the coming<br>months due to the rebound of the drilling sector. In Brazil, factors including the<br>cost of credit, the lack of market confidence, and the reduction in the population’s<br>consumption influenced the low demand in the period.<br>Despite the more challenging external environment, we continued to follow our<br>strategy of seeking long-term competitiveness for our assets. The Company<br>expects to invest R$11.9 billion in strategic CAPEX from 2021 to 2026. We believe<br>that this portfolio of initiatives has potential to generate annual EBITDA of<br>approximately R$4.0 billion by 2031. Nevertheless, we remain committed to a<br>sound capital structure and the creation of value for our stakeholders.<br>In addition, through Gerdau Next, we announced another important movement to<br>expand the generation of clean and renewable energy.<br>Newave Energia, a company in which Gerdau Next has a<br>33.33% interest, completed the acquisition of the<br>Arinos Solar Complex, in Minas Gerais. The future project,<br>which will be finalized in 2024, will invest around R$1.4 billion<br>in the development and operation of the solar power<br>generation plant. Part of this amount is already included in<br>Gerdau Next’s investments in 2023. We are also announce<br>that Addiante, a joint venture between Gerdau and<br>Randoncorp, closed the quarter with 949 active contracts, of<br>which 76% were focused on implements and 24% on trucks,<br>with an average contract term of 5 years, reiterating the<br>Company’s focus on driving business for the future of mobility<br>through heavy vehicle and equipment rental.<br>As a way to promote and disseminate the circular economy<br>message, the Company offered an immersive experience on<br>the recycling of metal scrap in The Town, a mega music<br>festival held in São Paulo, São Paulo state, in September<br>2023. Gerdau was the festival’s official supplier of steel and it interacted with the<br>audience on several occasions, reinforcing the concepts of sustainability and<br>recycling. In November, the Company also participated in the Formula One São<br>Paulo Grand Prix. We believe that these partnerships create a great opportunity<br>to promote the production of recyclable and low carbon steel, in addition to<br>representing an important step in Gerdau’s strategy of producing innovative steel<br>combined with sustainability.<br>Finally, we are very happy and proud to announce that Gerdau has been<br>recognized by Brazil’s main business awards, wheter for its financial indicators,<br>ESG practices, innovation, or customer satisfaction, or for being the only steel<br>producer among the 100 most admired companies in a Brazilian reputation<br>ranking in Brazil. We also achieved, for the second consecutive year, “Excellence<br>in Communication Programs”, in the 14th edition of the Steelie Awards, promoted<br>by the World Steel Association. Such recognitions reinforce our commitment to<br>building an even more sustainable future, proactively seeking to be part of the<br>solutions to society's various challenges.<br>We thank once again our employees, clients, suppliers, partners, shareholders,<br>and other stakeholders for their trust and their support as we build the Company’s<br>history and work towards continuous value creation.<br>THE MANAGEMENT<br>3<br>WITH A SLOWDOWN IN GLOBAL<br>DEMAND AND EXCESSIVE<br>PENETRATION OF IMPORTED<br>STEEL IN BRAZIL, GERDAU<br>REITERATES ITS DISCIPLINE IN<br>CAPITAL ALLOCATION AND<br>COST MANAGEMENT, AS WELL<br>AS ITS FOCUS ON<br>PROFITABILITY
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4<br>QUARTELY RESULTS - 3Q23<br>CONSOLIDATED RESULTS<br>OPERATING PERFORMANCE<br>PRODUCTION & SHIPMENTS<br>CONSOLIDATED 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 6M23 ∆<br>Volumes (1,000 tonnes)<br>Crude steel production 2,802 3,078 -9.0% 2,965 -5.5% 8,868 9,800 -9.5%<br>Shipments of steel 2,755 2,933 -6.1% 2,930 -6.0% 8,667 9,230 -6.1%<br>In 3Q23, Gerdau's crude steel production was 2.8 million tonnes, down 9.0% from 2Q23 and 5.5% from the same period last<br>year. The crude steel production capacity utilization rate was 67%, down 7 p.p. from 2Q23, driven by the decline in volumes in<br>the Business Divisions.<br>Steel shipments totaled 2.8 million tonnes in 3Q23, a slight decline from 2Q23 and 3Q22. The reduction in shipment volume in<br>our Business Divisions reflects a more challenging short-term environment. This was mainly due to excess steel production in<br>Asia, which resulted in an increase in exports to other markets and pressure on international prices.<br>Further details on steel production and shipment volumes are presented below, in the paragraphs about our Performance by<br>Business Division.<br>4
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4<br>QUARTELY RESULTS - 3Q23<br>FINANCIAL PERFORMANCE<br>NET SALES<br>In 3Q23, Net Sales totaled R$17.1 billion,<br>down 6.6% from 2Q23, due to a decline in<br>sales volume, and 19.3% from 3Q22, as a<br>result of the strong comparison base and<br>further depreciation of the dollar against<br>the real, which reduced foreign currency<br>revenue converted into reais.<br>Net Sales per tonne were R$6,193 in the<br>quarter, in line with 2Q23, benefiting from<br>sustained spreads in North America and a<br>decline in export volume in the Brazil BD,<br>allowing revenue per tonne to be<br>maintained.<br>GROSS PROFIT<br>Cost of Goods Sold totaled R$14.3 billion<br>in the period, down 4.8% from 2Q23 and<br>13.0% from 3Q22, influenced by a<br>reduction in shipment volume and a<br>decline in the price of raw materials such<br>as scrap and coal, with an impact on the<br>result.<br>Gross Profit was R$2.8 billion in the quarter, down 14.8% compared to the previous quarter, reflecting the fact that Net Sales<br>declined more sharply than Cost of Goods Sold. The result recorded in the period reflects the impact of the current<br>macroeconomic backdrop, in particular growth the penetration of imported steel in Brazil, making it difficult to realize higher<br>sales volumes.<br>SELLING, GENERAL & ADMINISTRATIVE EXPENSES<br>Selling, General and Administrative<br>(SG&A) Expenses were R$539 million in<br>3Q23, down 4.1% from 2Q23. As a<br>percentage of Net Sales, SG&A Expenses<br>were 3.2%, in line with 2Q23.<br>CONSOLIDATED 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Results (R$<br>million)<br>Net Sales 17,063 18,265 -6.6% 21,149 -19.3% 54,201 64,448 -15.9%<br>Cost of Goods Sold (14,271) (14,987) -4.8% (16,411) -13.0% (44,501) (48,625) -8.5%<br>Gross Profit 2,793 3,278 -14.8% 4,738 -41.1% 9,700 15,823 -38.7%<br>Gross Margin 16.4% 17.9% -1.6 p,p 22.4% -6.0 p,p 17.9% 24.6% -6.7 p,p<br>CONSOLIDATED 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Results (R$ million)<br>SG&A (539) (562) -4.1% (555) -2.9% (1,639) (1,565) 4.7%<br>Selling expenses (184) (174) 5.7% (184) 0.1% (532) (530) 0.5%<br>General and admininstrative<br>expenses<br>(355) (388) -8.6% (371) -4.4% (1,107) (1,035) 6.9%<br>%SG&A/Net Sales 3.2% 3.1% 0.1 p,p -2.6% 0.5 p,p 3.0% 2.4% 0.6 p,p<br>5
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8<br>QUARTELY RESULTS - 3Q23<br>EBITDA AND EBITDA MARGIN<br>BREAKDOWN OF CONSOLIDATED EBITDA (R$ million) 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Net Income 1,592 2,143 -25.7% 3,022 -47.3% 6,950 10,261 -32.3%<br>Net financial result 478 423 13.0% 530 -9.9% 951 1,395 -31.8%<br>Provision for income and social contribution taxes 314 319 -1.6% 910 -65.5% 1,661 3,611 -54.0%<br>Depreciation and amortization 789 752 4.9% 738 7.0% 2,256 2,098 7.5%<br>EBITDA - CVM Instruction¹ 3,173 3,637 -12.8% 5,200 -39.0% 11,818 17,364 -31.9%<br>Equity in earnings of unconsolidated companies (a) (182) (234) 22.1% (281) -35.3% (770) (977) -21.2%<br>Proportional EBITDA of associated companies and jointly<br>controlled entities (b) 355 392 9.4% 457 -22.3% 1,255 1,495 -16.1%<br>Losses due to non-recoverability of financial assets (c) 4 (4) - (6) - 5 (5) -<br>Non-recurring items (d) - - - - - - - -<br> Credit recovery / Provisions - - - - - (845) - -<br>Adjusted EBITDA² 3,349 3,792 -11.7% 5,369 -37.6% 11,464 17,878 -35.9%<br>Adjusted EBITDA Margin 19.6% 20.8% -1.1 p,p 25.4% -5.8 p,p 21.2% 27.7% -6.5 p,p<br>CONCILIATION OF CONSOLIDATED EBITDA (R$ million) 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>EBITDA - CVM Instruction ¹ 3,173 3,637 -12.8% 5,200 -39.0% 11,818 17,364 -31.9%<br>Depreciation and amortization (789) (752) 4.9% (738) 7.0% (2,256) (2,098) 7.5%<br>OPERATING INCOME BEFORE FINANCIAL RESULT AND<br>TAXES 2,384 2,885 -17.4% 4,463 -46.6% 9,561 15,266 -37.4%<br>1 – Non-accounting measure calculated in accordance with CVM Instruction 156 of June 23, 2022.<br>2 – Non-accounting measure reconciled with information presented in the Company's Financial Statements, as established by CVM Resolution 156 of June 23, 2022.<br>(a) Amounts presented in "Equity income (loss)" line in Note 22 of the Company's Financial Statements.<br>(b) Amounts composed by the lines “Proportional operating income before financial result and taxes of associated companies and jointly controlled entities” and “Proportional depreciation<br>and amortization of associated companies and jointly controlled entities" lines in Note 22 of Company's Financial Statements.<br>(c) Amounts presented in "Losses due to non-recoverability of financial assets" line in Note 22 of Company's Financial Statements.<br>(d) Amounts composed of “Recovery of tax credits and provisions” lines of Note 22 in Company's Financial Statements.<br>Adjusted EBITDA reached R$3.3 billion in 3Q23, down 11.7% from 2Q23, with an Adjusted EBITDA Margin of 19.6% in the<br>period. Compared to 3Q22, Adjusted EBITDA dropped 37.6%, due to the strong comparison base. However, despite the declines,<br>mainly due to an increase in steel imports in Brazil, Gerdau sustained healthy profitability levels. The effectiveness of Gerdau’s<br>business model and strategy, together with a diversified portfolio of high value-added products, enhances the resilience of our<br>results.<br>6
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8<br>QUARTELY RESULTS - 3Q23<br>ADJUSTED EBITDA (R$ MILLION) AND<br>ADJUSTED EBITDA MARGIN (%)<br>FINANCIAL RESULT<br>CONSOLIDATED (R$ million) 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Financial Result (478) (423) 13.0% (530) -9.9% (951) (1,395) -31.8%<br>Financial income 241 244 -1.1% 159 51.7% 701 388 80.7%<br>Financial expenses (363) (356) 2.0% (388) -6.4% (1,043) (1,200) -13.1%<br>Tax credit update - - - - - 253 - -<br>Exchange variation (6) (14) -57.1% (2) - 2 28 -92.9%<br>Exchange variation (other currencies) (354) (286) 23.8% (313) 13.1% (851) (631) 34.9%<br>Gains on financial instruments, net 4 (11) - 14 -71.4% (13) 21 -<br>The Financial Result was negative R$478 million in 3Q23, 13.0% higher than in 2Q23 (influenced by the effects of fluctuations<br>in the exchange rate of the local currencies of the countries where we operate vis-à-vis the dollar) and 9.9% lower than in the<br>same period last year, explained by a reduction in gross debt and higher financial income.<br>7
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8<br>QUARTELY RESULTS - 3Q23<br>ADJUSTED NET INCOME<br>Adjusted Net Income was R$1.6 billion in the quarter, down 25.7% from 2Q23 and 47.3% from 3Q22. As mentioned earlier, the<br>result stemmed from a decrease in shipment volume in the Business Divisions, together with the strong comparison base.<br>CONSOLIDATED (R$ million) 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Operating Income before Financial Result and Taxes¹ 2,384 2,885 -17.4% 4,462 -46.6% 9,561 15,267 -37.4%<br>Financial Result (478) (423) 13.0% (530) -9.9% (951) (1,395) -31.8%<br>Income before Taxes¹ 1,906 2,462 -22.6% 3,932 -51.5% 8,611 13,872 -37.9%<br>Income and social contribution taxes (314) (319) -1.6% (910) -65.5% (1,661) (3,611) -54.0%<br>Exchange variation 60 (69) - 58 3.4% (57) (119) -52.1%<br>Other lines (374) (250) 49.6% (968) -61.4% (1,604) (3,492) -54.1%<br>Non-recurring items 1,592 2,143 -25.7% 3,022 -47.3% 6,950 10,261 -32.3%<br>Consolidated Net Income¹ - - - - - (828) - -<br>Non-recurring items - - - - - (1,098) - -<br>Credit recovery / Provisions - - - - - 270 - -<br>Income tax and social contribution - non-recurring items 1,592 2,143 -25.7% 3,022 -47.3% 6,122 10,261 -40.3%<br> 1 – Accounting measure disclosed in the consolidated Income Statement.<br> 2 – Non-accounting measure calculated by the Company to show Net Income adjusted by non-recurring events that influenced the result.<br>ADJUSTED NET INCOME (R$ MILLION) AND NET MARGIN (%)<br>8
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QUARTELY RESULTS - 3Q23<br>CAPITAL STRUCTURE AND INDEBTEDNESS<br>DEBT BREAKDOWN (R$ million) 3Q23 2Q23 ∆ 3Q22 ∆<br>Short Term 1,356 1,010 34.3% 3,886 -65.1%<br>Long Term 10,122 9,685 4.5% 8,970 12.8%<br>Gross Debt 11,478 10,695 7.3% 12,856 -10.7%<br>Gross Debt / Total Capitalization¹ 17.9% 17.5% 0.04 p.p 20.0% -2.1p.p<br>Cash, cash equivalents and short-term investments 6,003 4,185 43.4% 8,590 -30.1%<br>Net Debt 5,475 6,510 -15,9% 4,266 28,3%<br>Net Debt ² (R$) / Adjusted EBITDA ³ (R$) 0.34x 0.37x 0.03x 0.16x 0.18x<br>1. Total capitalization = shareholders' equity + gross debt – interest on debt.<br>2. Net debt = gross debt – interest on debt – cash, cash equivalents and financial investments.<br>3. Adjusted EBITDA in the last 12 months.<br>On September 30, 2023, Gross Debt totaled R$11.5 billion, 7.3% higher than in the previous quarter, as a result of funding<br>transactions with financial institutions in the amount of R$600.5 million, and the effects of the exchange variation in the period.<br>On a year-over-year basis, Gross Debt dropped 10.7%. The breakdown of Gross Debt is as follows: approximately 70%<br>denominated in U.S. dollars, 26% in Brazilian reais, and 4% in other currencies.<br>DEBT (R$ BILLION) & LEVERAGE RATIO<br>The cash position at quarter-end was R$6.0 billion,<br>resulting in Net Debt of R$5.5 billion and an Adjusted<br>Net Debt/EBITDA ratio of 0.34x, a very comfortable<br>level that reinforces Gerdau’s financial soundness. At<br>the end of the third quarter, the Company’s Global<br>Revolving Credit Line, totaling US$875 million, was<br>fully unused and available.<br>LIQUIDITY POSITION AND DEBT AMORTIZATION (R$ BILLION)<br>Gerdau’s debt matures on 7.5 years, on average,<br>reflecting a well-balanced and a well-distributed<br>schedule for the coming years. The maintenance of a<br>low leverage level, combined with a healthy<br>distribution of maturities, enables the Company to<br>maintain the necessary investment commitments for<br>the development and longevity of our business. At<br>quarter-end, the weighted average nominal cost of<br>debt was 5.7% per annum for debt denominated in<br>U.S. dollars and 104.5% of the CDI rate per annum for<br>debt denominated in Brazilian reais.<br>9
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QUARTELY RESULTS - 3Q23<br>INVESTMENTS (CAPEX)<br>On February 28, 2023, the Board of Directors of Gerdau S.A. approved<br>projected disbursements (CAPEX) related to the investment plan() in the<br>amount of R$5 billion, 72% of which was invested in the first nine months<br>of 2023. In 3Q23, CAPEX amounted to R$1,486 million, of which R$723<br>million was allocated to Maintenance and R$763 to Expansion and<br>Technological Updates. As already announced by Gerdau, investments in<br>strategic CAPEX are expected to reach R$11.9 billion in the period between<br>2021 and 2026, of which 27,7% (or R$3.3 billion) has already been<br>invested.<br>The advance of the main CAPEX projects are part of the Company’s growth<br>strategy in seeking long-term competitiveness for its assets through a diversified portfolio of value-added products. For example,<br>we can mention the project to increase the long steel production capacity in Midlothian, in North America BD, which is still in<br>progress and aims to reach a total capacity of approximately 2 million tonnes per year. In the Brazil BD, the project for the<br>expansion of flat steel rolling capacity will add 250,000 tonnes in annual capacity in the hot-rolled line.<br>() The investment plan does not include contributions made by Gerdau Next to other companies, given that, as established by international accounting standards (IFRS), only<br>jointly controlled entities are consolidated in the Company’s Financial Statements.<br>WORKING CAPITAL &<br>CASH CONVERSION CYCLE<br>The Cash Conversion Cycle (working capital divided by net<br>sales in the quarter) increased from 81 days in 2Q23 to 84<br>days in 3Q23, due to a decline in Net Sales in the period.<br>At the end of 3Q23, Working Capital was R$15.8 billion,<br>down 3.7% from 2Q23, positively affected by a substantial<br>decline in inventory in the period.<br>Detailed information on Working Capital accounts is<br>presented in Notes 5, 6 and 11 to the Financial Statements.<br>FREE CASH FLOW<br>Free Cash Flow in 3Q23 was R$2.2 billion. Despite a more<br>challenging Adjusted EBITDA in the quarter, the change<br>in working capital, through the release of R$501 million,<br>enabled 67% of Adjusted EBITDA to be converted into<br>free cash flow, 4 p.p. more than in 3Q22. The result<br>reflected a major focus on strategic working capital<br>management in recent quarters.<br>10
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13<br>QUARTELY RESULTS - 3Q23<br>GOVERNANCE AND<br>CAPITAL MARKETS<br>DIVIDENDS<br>On November 6, 2023, the Board of Directors of Gerdau S.A. approved the payment of dividends in the amount of R$ 0.47 per<br>share, equivalent to the amount of R$822.2 million, to be paid based on the results of the third quarter of 2023, in anticipation of<br>the minimum mandatory dividend, as stipulated in the Bylaws. The payment will be made on December 13, 2023, based on<br>shareholders of record on November 17, 2023, with ex-dividend date on November 20, 2023.<br>Management reaffirms its belief that the best way to increase absolute dividends is through strong cash generation, which it has<br>been delivering, enabling it to maintain its policy of distributing at least 30% of Adjusted Net Income to the Company’s shareholders.<br>This flexibility, including in the regularity of distribution, enables the Company to deliver value in different scenarios.<br>SHAREHOLDER RETURNS<br>On November 3, 2023, the Company disclosed a Material Fact to inform the market about the completion of the Share Buyback<br>Program. During the program, the Company acquired 44,564,000 preferred shares at an average price of R$24.08/share,<br>corresponding to 81.0% of the program, and all the repurchased shares were canceled.<br>During the period, the Company distributed, through share buybacks, dividends, and interest on equity, approximately R$8.8 billion<br>to shareholders, corresponding to 57.8% of adjusted net income¹, which reinforces our commitment to providing appropriate<br>financial returns for shareholders.<br>SHAREHOLDER RETURNS<br>¹ Shareholder payments / Parent Company’s net income after booking the reserves set forth in the Bylaws. Considers the Buyback Program (from May, 2022 to October, 2023).<br>² Shareholder payments / Parent Company’s net income after booking the reserves set forth in the Bylaws. Considers the Buyback Program.<br>11
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13<br>QUARTELY RESULTS - 3Q23<br>PERFORMANCE BY<br>BUSINESS<br>DIVISION (BD)<br>Gerdau presents its results in four Business Divisions (BD).<br>BRAZIL BD — includes the operations in Brazil (except special steel)<br>and the iron ore operation;<br>NORTH AMERICA BD — includes all operations in North America<br>(Canada and United States), except special steel, as well as the jointly<br>controlled company in Mexico;<br>SPECIAL STEEL BD — includes the special steel operations in Brazil and<br>the United States, as well as the jointly controlled company in Brazil;<br>SOUTH AMERICA BD — includes all operations in South America<br>(Argentina, Peru, and Uruguay), except the operations in Brazil, and the<br>jointly controlled companies in Colombia and the Dominican Republic.<br>NET SALES<br>ADJUSTED EBITDA* AND ADJUSTED EBITDA MARGIN<br>*Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.<br>The percentage of Adjusted EBITDA from business operations is calculated considering the total Adjusted EBITDA of the four business operations.<br>12
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QUARTELY RESULTS - 3Q23<br>..<br>BRAZIL BD<br>PRODUCTION & SHIPMENTS<br>BRAZIL BD 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Volumes (1,000 tonnes)<br>Production of crude steel 1,286 1,441 -10.8% 1,281 0.4% 3,985 4,383 -9.1%<br>Shipments of steel 1,260 1,345 -6.3% 1,331 -5.3% 3,882 4,244 -8.5%<br>Domestic Market 1,039 1,065 -2.5% 1,205 -13.8% 3,191 3,476 -8.2%<br>Exports 221 280 -20.9% 126 75.1% 691 768 -10.1%<br>Shipments of long steel 816 913 -10.6% 869 -6.1% 2,564 2,882 -11.0%<br>Domestic Market 637 659 -3.4% 747 -14.8% 1,957 2,157 -9.3%<br>Exports 179 253 -29.3% 121 47.7% 607 725 -16.3%<br>Shipments of flat steel 444 432 2.7% 462 -4.0% 1,318 1,361 -3.2%<br>Domestic Market 402 406 -1.0% 457 -12.2% 1,234 1,318 -6.4%<br>Exports 42 26 59.8% 5 - 84 43 94.1%<br>In 3Q23, crude steel production of the Brazil BD dropped 10.8% compared to 2Q23, due to a decline in the domestic market,<br>remaining in line with the same period last year. Total shipments decreased 6.3% in 3Q23 compared to 2Q23, driven by lower<br>export volume, down 20.9% from 2Q23. In 3Q23, 83% of the shipments of the Brazil BD were sent to the domestic market, up<br>from 79% in the previous quarter. According to the Brazil Steel Institute, the domestic market declined 6.8% year over year in<br>3Q23.<br>In Brazil, the domestic market is still facing high interest rates and restricted access to consumer credit, which prevent the recovery<br>of the most capital-intensive sectors, such as vehicles, infrastructure, and industry. According to the Brazil Steel Institute,<br>penetration of imported steel in Brazil reached 23.2% in September, 11.8 p.p. more than in the same period last year, and explains<br>the increased pressure on volume in the period. The industry sectors most affected by the increase in imports were machinery and<br>equipment. Market analysts believe it will take further economic stimuli to enable a recovery in demand for products such as bars<br>and profiles, wire-rod, and wire.<br>Despite lower volume and the impacts of imports, construction industry confidence indicators suggest a slight recovery. The<br>construction confidence index (ICST) increased for the third consecutive month, rising 2.2 points in September. However, the lack<br>of labor and access to credit make us cautious about future demand. Along the same lines, the expected construction activity level<br>indicator published by the National Industry Confederation (CNI) rose 5.1 points in September compared to August.<br>For Gerdau, cutting and bending services in the construction sector remain buoyant, reflecting the launches announced up to 18<br>months ago. Meanwhile, Brazil’s federal housing programs such as Minha Casa Minha Vida continue to drive investments in<br>construction, which have been rising marginally and gradually, although this segment consumes less steel than high-end and<br>middle-income real estate launches. However, according to projections by the Brazilian Association of Real Estate Developers-Economic Research Institute Foundation (ABRAINC-FIPE), the number of real estate launches may decline 13.5% in the quarter.<br>In 3Q23, 375,000 tonnes of iron ore were sold to third parties and 928,000 tonnes were consumed internally.<br>13
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QUARTELY RESULTS - 3Q23<br>..<br>OPERATING RESULT<br>BRAZIL BD 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Results (R$ million)<br>Net Sales¹ 6,635 7,236 -8.3% 8,484 -21.8% 20,796 26,094 -20.3%<br>Domestic Market 5,864 6,205 -5.5% 7,856 -25.4% 18,294 22,815 -19.8%<br>Exports 771 1,030 -25.2% 628 -22.7% 2,502 3,279 -23.7%<br>Cost of Goods Sold (5,985) (6,430) -6.9% (7,101) -15.7% (18,446) (20,808) -11.4%<br>Gross profit 650 806 -19.3% 1,383 -53.0% 2,350 5,286 -55.5%<br>Gross margin (%) 9.8% 11.1% -1.3 p.p 16.3% -6.5 p.p 11.3% 20.3% -9.0 p.p<br>Adjusted EBITDA1 868 992 -12.5% 1,563 -44.5% 2,924 5,802 -49.6%<br>Adjusted EBITDA Margin1<br>(%) 13.1% 13.7% -0.6 p.p 18.4% -5.3 p.p 14.1% 22.2% -8.2 p.p<br>1. Includes iron ore sales.<br>2. Non-accounting measure reconciled with information presented in Note 22 to Company's Financial Statements, as established by CVM Resolution 156, of June 23,<br>2022.<br>Net Sales in the period were R$6.6 billion, down 8.3% from 2Q23, mainly explained by a decline in shipment volume. Compared<br>to 3Q22, Net Sales decreased 21.8%, reflecting the strong comparison base in 3Q22. Net Sales per tonne were R$5,266, down<br>2.1% from 2Q23.<br>Cost of Goods Sold dropped 6.9% in the quarter compared to 2Q23, mainly due to a 6.3% decline in shipment volume. The cost<br>of the main raw materials used in the production process, coal, scrap, and iron ore, dropped 25.5%, 35.0%, and 25.8%,<br>respectively, compared to 2Q23. In the quarter, the cost per tonne sold was R$4,751, down 10.9% from 2Q23.<br>As a result, Gross Profit totaled R$650 million in 3Q23, down 19.3% from 2Q23 and 53.0% from 3Q22. The Brazil BD reported<br>Adjusted EBITDA of R$868 million in 3Q23, down 12.5% from 2Q23 and 44.5% from 3Q22.<br>14
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QUARTELY RESULTS - 3Q23<br>..<br>NORTH AMERICA BD<br>PRODUCTION & SHIPMENTS<br>NORTH AMERICA BD 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Volumes (1,000 tonnes)<br>Production of crude steel 1,025 1,033 -0.8% 1,127 -9.0% 3,243 3,485 -7.0%<br>Shipments of steel 943 975 -3.3% 988 -4.6% 3,022 3,204 -5.7%<br>In 3Q23, crude steel production at the North America BD remained in line with 2Q23 and decreased 9.0% compared to 3Q22. Total<br>shipments dropped 3.3% year over year and 4.6% sequentially in 3Q23, reflecting a decline in demand and a more challenging<br>economic scenario.<br>According to market data, consumer prices in the United States accelerated more than expected in September, which may result<br>in a sustained period of higher interest rates. During the quarter, the U.S. market remained fairly stable, sustaining the order book<br>at a range between 60 and 70 days, fueled by federal economic stimulus programs (IIJA, IRA, and CHIPS Act) and the reshoring<br>process. As for the non-residential construction sector, the Architectural Billings Index (ABI) stood at 44.8 points at the end of<br>September, the lowest point since December 2020, reflecting a deterioration in business conditions and lower expected spending<br>on non-residential construction in the next 9-12 months. Although the U.S. federal programs still represent only marginal demand<br>for the sector, these stimuli may significantly boost steel shipments in the long term, according to market analysts.<br>In addition, Gerdau Corsa, our joint venture in Mexico, continues to contribute to the results of the Operation due to more intensive<br>asset utilization driven by high demand in the country.<br>OPERATING RESULT<br>NORTH AMERICA BD 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Results (R$ million)<br>Net Sales 6,332 6,806 -7.0% 7,832 -19.2% 20,931 24,627 -15.0%<br>Cost of Goods Sold (5,019) (5,277) -4.9% (5,608) -10.5% (16,143) (17,585) -8.2%<br>Gross profit 1,313 1,529 -14.1% 2,224 -41.0% 4,788 7,042 -32.0%<br>Gross margin (%) 20.7% 22.5% -1.7 p.p 28.4% -7.7p.p 22.9% 28.6% -5.7 p.p<br>Adjusted EBITDA1 1,555 1,777 -12.5% 2,579 -39.7% 5,686 8,127 -30.0%<br>Adjusted EBITDA Margin1<br>(%) 24.6% 26.1% -1.5 p.p 32.9% -8.4p.p 27.2% 33.0% -5.8 p.p<br>1. Non-accounting measure reconciled with information presented in Note 22 to Company's Financial Statements, as established by CVM Resolution 156,<br>of June 23, 2022.<br>In 3Q23, Net Sales totaled R$6.3 billion, down 7.0% from 2Q23 and 19.2% from 3Q22, reflecting a decline in prices and a reduction<br>in the number of tonnes sold, combined with the depreciation of the dollar against the Brazilian real. Net Sales per tonne were<br>R$6,716 in the quarter, down 3.8% from 2Q23.<br>The 4.9% decrease in Costs of Goods Sold in 3Q23 compared to 2Q23 was due to a reduction in shipment volume in the period,<br>combined with a decline in the cost of raw materials such as scrap (-10.8%) and electricity (-9.4%). The cost per tonne sold was<br>R$5,323 in the quarter, down 1.7% from 2Q23.<br>Gross Profit was R$1.3 billion in the quarter, 14.1% lower than in 2Q23, as Net Sales declined more sharply than Cost of Goods<br>Sold. Compared to 3Q22, Gross Profit dropped 40.9%.<br>Adjusted EBITDA totaled R$1.6 billion in 3Q23, with an Adjusted EBITDA margin of 24.6%, down 1.5 p.p. from 2Q23. This<br>performance reflects the effective management of operating costs. Compared to the previous year, Adjusted EBITDA dropped<br>39.7%, due to the strong comparison base, as Adjusted EBITDA reached the highest-ever level for a third quarter in 3Q22.<br>15
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QUARTELY RESULTS - 3Q23<br>..<br>SPECIAL STEEL BD<br>PRODUCTION & SHIPMENTS<br>SPECIAL STEEL BD 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Volumes (1,000 tonnes)<br>Production of crude steel 308 413 -25.5% 383 -19.6% 1,117 1,384 -19.2%<br>Shipments of steel 345 379 -9.0% 403 -14.2% 1,080 1,256 -14.0%<br>In 3Q23, steel production at the Special Steel BD decreased 25.5% from 2Q23 and 19.6% from 3Q22, due to the decline in demand<br>for special steel in the period. Total shipments dropped 9.0% in 3Q23 compared to 2Q23 and 14.2% compared to the same period<br>last year.<br>In Brazil, the vehicle market is still affected by the availability and cost of credit. In addition, the migration to Euro 6 technology<br>continues to have a negative impact on Brazil’s heavy vehicle industry. According to the revised projections by the National<br>Association of Vehicle Manufacturers (ANFAVEA), light and heavy vehicle production will grow 0.1% in 2023 compared to 2022, 2.1<br>p.p. less than the projection made at the beginning of the year. In the United States, market data indicate weaker activity,<br>reflecting the inflationary environment and the loss of purchasing power among American blue collar workers. This, combined with<br>the strike of auto workers that began in September at General Motors, Ford, and Stellantis plants, may result in further decline in<br>the industry in the United States. The heavy vehicle segment remains resilient, mainly influenced by the production of class 8 large<br>commercial vehicles.<br>OPERATING RESULT<br><br>SPECIAL STEEL BD 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Results (R$ million)<br>Net Sales 2,771 3,086 -10.2% 3,477 -20.3% 8,805 10,353 -14.9%<br>Cost of Goods Sold (2,347) (2,489) -5.7% (2,917) -19.6% (7,355) (8,326) -11.7%<br>Gross profit 424 596 -28.8% 560 -24.2% 1,451 2,027 -28.4%<br>Gross margin (%) 15.3% 19.3% -4.0 p.p 16.1% -0.8p.p 16.5% 19.6% -3.1 p.p<br>Adjusted EBITDA1 475 603 -21.2% 631 -24.7% 1,576 2,251 -30.0%<br>Adjusted EBITDA Margin1<br>(%) 17.2% 19.5% -2.4 p.p 18.2% -1.0 p.p 17.9% 21.7% -3.8 p.p<br>1. Non-accounting measure reconciled with information presented in Note 22 to Company's Financial Statements, as established by CVM Resolution 156, of June 23,<br>2022.<br>In the quarter, Net Sales were R$2.8 billion (-10,2% vs. 2Q23 and -20.3% vs. 3Q22). Gross Profit was R$424 million in the quarter<br>(-28.8% vs. 2Q23 and -24.2% vs. 3Q22). The results were influenced by sluggish demand and the environment described earlier.<br>As a result, Adjusted EBITDA of the Special Steel BD decreased 21.2% compared to the previous quarter. Meanwhile, the 24.7%<br>decline year over year was mainly due to the strong comparison base, as Adjusted EBITDA hit an all-time high in 3Q22. Adjusted<br>EBITDA margin in the quarter was 17.2%, down 2.4 p.p. from the previous quarter and 1.0 p.p. from the same quarter last year.<br>16
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QUARTELY RESULTS - 3Q23<br>..<br>SOUTH AMERICA BD<br>PRODUCTION & SHIPMENTS<br>SOUTH AMERICA BD 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Volumes (1,000 tonnes)<br>Production of crude steel 183 191 -4.2% 175 4.8% 523 548 -4.6%<br>Shipments of steel 290 311 -6.9% 297 -2.6% 882 922 -4.4%<br>1. Includes resale of products imported from the Brazil BD<br>Steel production at the South America BD reached 183,000 tonnes in the quarter, down 4.2% from 2Q23, but up 4.8% from the<br>same quarter last year. Steel shipments in 3Q23 dropped 6.9% from 2Q23 and 2.6% from 3Q22, to 290,000 tonnes, also influenced<br>by lower imports of products from Brazil BD.<br>Despite these declines, the outlook for the countries where Gerdau operates remains positive. In Argentina, demand for steel<br>continues to be supported by the construction, mining, and energy sectors. In Uruguay, demand remains resilient in the public and<br>private construction sectors, and the outlook is positive thanks to infrastructure projects, especially green hydrogen and renewable<br>energy plants. In Peru, the impacts related to the El Niño weather phenomenon continue have a negative impact on the construction<br>and manufacturing sectors.<br>OPERATING RESULT<br><br>1. Non-accounting measure reconciled with information presented in Note 22 to Company's Financial Statements, as established by CVM Resolution 156, of June<br>23, 2022.<br>In 3Q23, the South America BD delivered Net Sales of R$1.6 billion, in line with the previous quarter, despite lower prices per unit.<br>Compared to the same quarter last year, Net Sales declined 20.6%. Cost of Goods Sold was R$1.2 billion in the quarter, down<br>7.9% from 2Q23 and 21.8% from 3Q22.<br>As Cost of Goods Sold fell less than Net Sales, Gross Profit was R$384 million in 3Q23, up 18.3% from 2Q23, despite lower shipment<br>volume, and down 16.7% from 3Q22.<br>The BD's Adjusted EBITDA was R$502 million, up 4.5% from 2Q23 and down 12.3% from 3Q22. Adjusted EBITDA margin was<br>29.9% in the quarter, up 2.2 p.p. and 3.0 p.p. sequentially and year over year, respectively. The result was due to an increase in<br>equity in earnings (proportional EBITDA) of the joint ventures in Colombia and the Dominican Republic.<br>SOUTH AMERICA BD 3Q23 2Q23 ∆ 3Q22 ∆ 9M23 9M22 ∆<br>Results (R$ million)<br>Net Sales 1,566 1,609 -2.6% 1,972 -20.6% 4,792 5,619 -14.7%<br>Cost of Goods Sold (1,183) (1,284) -7.9% (1,511) -21.8% (3,711) (4,291) -13.5%<br>Gross profit 384 324 18.3% 461 -16.7% 1,081 1,328 -18.6%<br>Gross margin (%) 24.5% 20.2% 4.3 p.p 23.4% 1.1 p.p 22.6% 23.6% -1.1 p.p<br>Adjusted EBITDA1 502 481 4.5% 573 -12.3% 1,472 1,795 -18.0%<br>Adjusted EBITDA Margin1<br>(%) 32.1% 29.9% 2.2 p.p 29.0% 3.0 p.p 30.7% 31.9% -1.2 p.p<br>17
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QUARTELY RESULTS - 3Q23<br>..<br>APPENDICES<br>ASSETS<br>GERDAU S.A.<br>CONSOLIDATED BALANCE SHEETS<br>In thousands of Brazilian reais (R$) Consolidated<br>September 30, 2023 December 31, 2022<br>CURRENT ASSETS<br>Cash and cash equivalents 2,914,529 2,475,863<br>Short-term investments 3,088,139 2,959,135<br>Trade accounts receivable 5,738,421 4,999,004<br>Inventories 15,815,393 17,817,585<br>Tax credits 1,888,435 1,392,417<br>Income and social contribution taxes recoverable 705,226 815,197<br>Dividends receivable 4,168 5,048<br>Fair value of derivatives 11,591 3,272<br>Other current assets 725,852 789,901<br>30,891,754 31,257,422<br>NON-CURRENT ASSETS<br>Tax credits 1,035,485 511,547<br>Deferred income taxes 2,017,050 2,164,477<br>Judicial deposits 2,056,508 1,825,899<br>Other non-current assets 514,433 700,377<br>Prepaid pension cost - 9,179<br>Investments in associates and joint ventures 5,002,183 3,896,518<br>Goodwill 11,181,241 11,634,464<br>Leasing 1,272,094 960,876<br>Other Intangibles 420,196 415,159<br>Property, plant and equipment, net 22,019,439 20,422,734<br>45,518,629 42,541,230<br>TOTAL ASSETS 76,410,383 73,798,652<br>18
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QUARTELY RESULTS - 3Q23<br>..<br>LIABILITIES<br>GERDAU S.A.<br>CONSOLIDATED BALANCE SHEETS<br>In thousands of Brazilian reais (R$) Consolidated<br>September 30, 2023 December 31, 2022<br>CURRENT LIABILITIES<br>Trade accounts payable - domestic market 3,934,212 4,241,819<br>Trade accounts payable - debtor risk 663,071 653,085<br>Trade accounts payable - imports 1,098,972 1,724,019<br>Short-term debt 1,310,978 2,492,262<br>Debentures 44,963 628.886<br>Taxes payable 465,966 395.212<br>Income and social contribution taxes payable 199,747 497,243<br>Payroll and related liabilities 789,120 1,056,325<br>Leasing payable 370,617 275,934<br>Employee benefits 10 516<br>Environmental liabilities 232,261 262,018<br>Fair value of derivatives 9,746 19,056<br>Other current liabilities 1,414,495 1,216,206<br>10,534,158 13,462,581<br>NON-CURRENT LIABILITIES<br>Long-term debt 9,323,006 8,687,355<br>Debentures 799,131 798,887<br>Related parties 25,288 24,890<br>Deferred income taxes 230,542 96,341<br>Provision for tax, civil and labor liabilities 2,166,261 2,026,003<br>Environmental liabilities 193,697 222,634<br>Employee benefits 848,186 893,378<br>Leasing payable 995,471 754,709<br>Other non-current liabilities 507,143 533,681<br>15,088,725 14,037,878<br>EQUITY<br>Capital 20,215,343 19,249,181<br>Treasury stocks 11,597 (179,995)<br>Capital reserves (151,650) 11,597<br>Retained earnings 20,879,768 22,172,561<br>Transactions with non-controlling interests without change of control 5,279,391 (2,904,670)<br>Other reserves 4,366,488 7,767,520<br> EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT 50,600,937 46,116,194<br>NON-CONTROLLING INTERESTS 186,563 181,999<br>EQUITY 50,787,500 46,298,193<br>TOTAL LIABILITIES AND EQUITY 76,410,383 73,798,652<br>19
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QUARTELY RESULTS - 3Q23<br>..<br>INCOME STATEMENT<br>GERDAU S.A.<br>CONSOLIDATED INCOME STATEMENT<br>In thousands of Brazilian reais (R$) Consolidated<br>For the three-month period ended For the nine-month period ended<br>September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022<br>NET SALES 17,063,258 21,149,232 54,200,931 64,448,165<br>Cost of sales (14,270,585) (16,411,378) (44,501,242) (48,625,378)<br>GROSS PROFIT 2,792,673 4,737,854 9,699,689 15,822,787<br>Selling expenses (184,064) (183,818) (532,434) (529,944)<br>General and administrative expenses (354,804) (371,254) (1,106,820) (1,035,448)<br>Other operating income 37,602 72,768 951,425 169,289<br>Other operating expenses (85,253) (80,584) (214,928) (141,623)<br>(Reversal) Impairment of financial assets (4,084) 6,056 (5,065) 4,705<br>Equity in earnings of unconsolidated companies 182,070 281,494 769,614 976,913<br>INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES 2,384,140 4,462,516 9,561,481 15,266,679<br>Financial income 241,133 158,944 700,792 388,360<br>Financial expenses (362,962) (387,705) (1,042,617) (1,200,114)<br>Tax credits monetary update (359,558) (315,084) (849,191) (603,439)<br>Exchange variations, net - - 253,002 -<br>(Losses) Gains on financial instruments, net 3,633 13,666 (12,570) 20,536<br>INCOME BEFORE TAXES 1,906,386 3,932,337 8,610,897 13,872,022<br> Current (406,628) (738,435) (1,541,982) (3,054,771)<br> Deferred 92,307 (171,656) (118,728) (556,121)<br>Income and social contribution taxes (314,321) (910,091) (1,660,710) (3,610,892)<br>NET INCOME 1,592,065 3,022,246 6,950,187 10,261,130<br>(-) Credit recovery / Provisions - - (845,216) -<br>(-) Tax credits monetary update - - (253,002) -<br>(-/+) Income tax of extraordinary items - - 270,456 -<br>(=) Total of extraordinary items - - (827,762) -<br>ADJUSTED NET INCOME* 1,592,065 3,022,246 6,122,425 10,261,130<br>* Adjusted net income is a non-accounting measure calculated by the Company, reconciled with the financial statements and consists of adjusted net income by non-recurring events that influenced<br>profit or loss.<br>20
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QUARTELY RESULTS - 3Q23<br>..<br>CASH FLOW<br>GERDAU S.A.<br>CONSOLIDATED STATEMENTS OF CASH<br>FLOWS<br>In thousands of Brazilian reais (R$)<br>Consolidated<br>For the three-month period ended For the nine-month period ended<br>September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022<br>Cash flows from operating activities<br>Net income for the period 1,592,065 3,022,246 6,950,187 10,261,130<br>Adjustments to reconcile net income for the period to net cash<br>provided by operating activities:<br> Depreciation and amortization 789,150 737,515 2,256,376 2,097,534<br> Equity in earnings of unconsolidated companies (182,070) (281,494) (769,614) (976,913)<br> Exchange variation, net 359,558 315,084 849,191 603,439<br> Gains and losses on derivative financial instruments, net (3,633) (13,666) 12,570 (20,536)<br> Post-employment benefits 56,819 63,402 190,264 190,144<br> Long-term incentive plans 42,479 29,842 122,801 69,257<br> Income tax 314,321 910,091 1,660,710 3,610,892<br> Losses (Gains) on disposal of property, plant and equipment 8,273 34 26,210 (18,513)<br> (Reversal) Impairment of financial assets 4,084 (6,056) 5,065 (4,705)<br> Provision of tax, civil, labor and environmental liabilities, net 31,534 46,810 140,549 125,201<br> Tax credits recovery - - (1,098,218) -<br> Interest income on short-term investments (149,315) (83,425) (426,093) (201,654)<br> Interest expense on debt and debentures 208,920 282,542 630,927 802,747<br> Interest on loans with related parties - 110 - 139<br> (Reversal) Provision for net realizable value adjustment in<br>inventory, net 5,757 14,122 (20,667) 21,677<br> 3,077,942 5,037,157 10,530,258 16,559,839<br>Changes in assets and liabilities<br>Increase in trade accounts receivable (51,552) 708,608 (1,006,171) (1,206,860)<br>Decrease (Increase) in inventories 1,158,811 (365,496) 1,158,473 (2,654,174)<br>Increase in trade accounts payable (606,321) (451,038) (775,582) 1,120,625<br>Increase in other receivables 79,208 (42,883) (100,429) (267,975)<br>Decrease in other payables 437,172 (140,142) (318,777) (1,172,862)<br>Dividends from associates and joint ventures 12,180 90,734 77,661 106,464<br>Purchases of short-term investments (2,943,017) (496,435) (5,687,783) (1,797,882)<br>Proceeds from maturities and sales of short-term investments 1,478,418 123,627 5,595,166 2,197,056<br>Cash provided by operating activities 2,642,841 4,464,132 9,472,816 12,884,231<br> Interest paid on loans and financing (74,923) (95,675) (458,667) (618,656)<br> Interest paid on lease liabilities (31,496) (20,205) (78,632) (59,509)<br> Income and social contribution taxes paid (191,537) (1,099,930) (1,410,109) (2,780,069)<br>Net cash provided by operating activities 2,344,885 3,248,322 7,525,408 9,425,997<br>Cash flows from investing activities<br>Purchases of property, plant and equipment (1,485,714) (1,055,914) (3,668,775) (2,607,753)<br>Proceeds from sales of property, plant and equipment, investments<br>and other intangibles<br> 3,655 1,384 10,336 36,657<br>Additions in other intangibles (31,531) (53,903) (91,008) (128,337)<br>Repurchase of shares in joint ventures - - 47,006 -<br>Capital increase in joint ventures - (26,751) (96,653) (26,751)<br>Net cash used in investing activities (1,513,590) (1,135,184) (3,799,094) (2,726,184)<br>Cash flows from financing activities<br>Acquisition of interest in subsidiary - - - (46,153)<br>Acqusitions of treasury stocks - (604,001) - (916,145)<br>Dividends and interest on capital paid (750,709) (1,197,276) (1,855,072) (2,408,191)<br>Proceeds from loans and financing 701,586 136,947 1,658,770 442,527<br>Repayment of loans and financing (357,391) (180,585) (2,692,611) (1,667,288)<br>Leasing payment (125,772) (88,702) (308,819) (246,112)<br>Intercompany loans, net 436 4,525 398 8,699<br>Net cash used by financing activities (531,850) (1,929,092) (3,197,334) (4,832,663)<br>Exchange variation on cash and cash equivalents 59,042 224,852 (90,314) 157,847<br>Increase in cash and cash equivalents 358,487 408,898 438,666 2,024,997<br>Cash and cash equivalents at beginning of period 2,556,042 5,776,753 2,475,863 4,160,654<br>Cash and cash equivalents at end of period 2,914,529 6,185,651 2,914,529 6,185,651<br>21
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QUARTELY RESULTS - 3Q23<br>WHO WE ARE LARGEST BRAZILIAN STEEL<br>PRODUCER.<br>Gerdau is Brazil's largest producer of steel, a leading producer<br>of long steel in the Americas, and one of the world’s leading<br>suppliers of special steel. In Brazil, Gerdau also produces flat<br>steel and iron ore, activities that expand its product mix and<br>leverage the competitive advantages of its operations.<br>Gerdau also is the largest recycler in Latin America and,<br>around the world, transforms millions of tonnes of scrap into<br>steel each year, underscoring its commitment to sustainable<br>development in the regions where it operates. The shares of<br>Gerdau companies are listed on the São Paulo (B3), New York<br>(NYSE), and Madrid (Latibex) stock exchanges.<br>For more information, visit the Investor Relations website:<br>https://ri.gerdau.com/<br>BUSINESS<br>DIVISIONS (BDs)<br>GERDAU PRESENTS ITS RESULTS IN FOUR<br>BUSINESS DIVISIONS (BD):<br>BRAZIL BD — includes the operations in<br>Brazil (except special steel) and the iron<br>ore operation;<br>NORTH AMERICA BD — includes all<br>operations in North America (Canada and<br>United States), except special steel, as<br>well as the jointly controlled company in<br>Mexico;<br>SOUTH AMERICA BD — includes all<br>operations in South America (Argentina,<br>Peru, and Uruguay), except the operations<br>in Brazil, and the jointly controlled<br>companies in Colombia and the Dominican<br>Republic;<br>SPECIAL STEEL BD — includes the special<br>steel operations in Brazil and the United<br>States, as well as the jointly controlled<br>company in Brazil.<br>22<br>UNITED STATES<br>CANADA<br>MEXICO<br>DOMINICAN REPUBIC<br>COLOMBIA<br>PERU<br>BRASIL<br>URUGUAY<br>ARGENTINA
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QUARTELY RESULTS - 3Q23<br>IN ADDITION, THE COMPANY HAS CREATED NEW BUSINESS UNITS;<br>IT STANDS OUT AS A LEADING RECYCLER, OWNS FORESTS, AND<br>INVESTS IN ENVIRONMENTAL AND SOCIAL PROJECTS:<br>Created in June 2020, Gerdau Next is our business unit dedicated<br>to diversifying Gerdau’s product and service portfolio in segments<br>adjacent to steel that are strategic, profitable, and undergoing<br>transformation on paths to sustainability, mobility, technology,<br>and productivity in the construction industry. In connection with<br>the entrepreneurship ecosystem, Gerdau Next Ventures is a<br>startup accelerator and a Corporate Venture Capital fund whose<br>mission is to foster shared experiences and partnerships with the<br>innovation ecosystem.<br>Gerdau has two iron ore mines located in the state of Minas Gerais,<br>which supply the integrated mill of Ouro Branco-MG and sell a<br>portion of the volume produced.<br>We are Latin America’s largest recycler of steel scrap, transforming<br>11 million tonnes every year, with 71% of our steel made from the<br>material.<br>We have 250,000 hectares of renewable eucalyptus forests in<br>Minas Gerais. Of this total, 91,000 hectares (an area larger than<br>the city of São Paulo) are set aside for the conservation of native<br>forests. Currently, Gerdau is the world’s largest producer of<br>charcoal, which is used as bioreducer to manufacture pig iron.<br>Aware of our social and environmental responsibility, our<br>investments include contributions to 456 projects focused on<br>housing, recycling and entrepreneurship education, supported by<br>approximately 2,000 employee volunteers.<br>Newave Energia, a Gerdau Next investee, invests in power<br>generation greenfield projects with a capacity of approximately 2.5<br>GW, exclusively from solar or wind sources, and should start<br>generating power in the next two to three years. It also invests in<br>brownfield projects and in electricity trading activities, whether in<br>the retail or directional modes and/or pre-payment transactions.<br>23
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QUARTELY RESULTS - 3Q23<br>IR CONTACTS<br>Investor Relations website:<br>http://ri.gerdau.com/<br>IR e-mail:<br>[email protected]<br>PRESS:<br>Press e-mail:<br>[email protected]<br>∙<br>∙<br>∙<br>∙<br>∙<br>∙<br>∙<br>∙<br>∙<br>∙<br>∙<br>∙<br>∙<br>Rafael Japur<br>Vice-President and Investor Relations<br>Officer<br>∙ Renata Oliva Battiferro<br>IR Manager<br>∙ Cristiene Baldoino da Costa<br>∙ Sergio Tonidandel Jr.<br>∙ Ariana De Cesare Pereira<br>∙ Gustavo Alves
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Exhibit 99.2

GERDAU S.A.<br><br> <br>Tax ID (CNPJ/ME) 33.611.500/0001-19<br><br> <br>Registry (NIRE): 35300520696	METALÚRGICA GERDAU S.A.<br><br> <br>Tax ID (CNPJ/ME) 92.690.783/0001-09<br><br> <br>Registry (NIRE): 35300520751

NOTICE TO SHAREHOLDERS

PAYMENT OF DIVIDENDS

We would like to inform our Shareholders that Gerdau S.A. and Metalúrgica Gerdau S.A. (collectively, the “Companies”) Boards of Directors approved, on November 06, 2023, the payment of Dividends as an anticipation of the minimum payment for the current fiscal year of 2023. The amount will be paid according to the dates listed bellow and credited based in the positions of shareholders dated of November 17, 2023.

Company	Payment<br><br> <br>Date	Value per Share<br><br> <br>Common and Preferred Dividends
METALÚRGICA GERDAU S.A.	12/14/2023	R$ 0.93
GERDAU S.A.	12/13/2023	R$ 0.47

Please note that shares acquired on November 20, 2023, and thereafter, will be traded EX-DIVIDEND.

Additional information can be obtained from our Investor Relations Department, located at Av. Doutora Ruth Cardoso, 8501 – 8^th^ Floor – São Paulo – SP – 05425-070 – Brazil.

Phone: +55 (11) 3094.6300

E-mail: [email protected]

São Paulo, November 06, 2023.

Rafael Dorneles Japur

Executive Vice President

Investor Relations Director