6-K

GERDAU S.A. (GGB)

6-K 2022-02-23 For: 2022-02-23
View Original
Added on April 11, 2026

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

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

SECURITIESEXCHANGE ACT OF 1934

Dated February 23, 2022

Commission File Number 1-14878

GERDAU S.A.

(Exact Name as Specified in its Charter)

N/A

(Translation of Registrant’s Name)

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 ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

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

Yes ¨     No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

SIGNATURES

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

Date:  February 23, 2022

GERDAU S.A.
By: /s/ Rafael Dorneles Japur
Name: Rafael Dorneles Japur
Title: Executive Vice President Investor Relations Officer

EXHIBIT INDEX

Exhibit Description of Exhibit
99.1 Quarterly Results Gerdau S.A. 4Q21
99.2 Management Report Gerdau S.A. 2021

Exhibit 99.1

SãoPaulo, February 23, 2022 – Gerdau S.A. (B3: / NYSE: GGB) announces its results for the fourth quarter of 2021. The consolidated financial statements of the Company are presented in Brazilian real (R$), in accordance with International Financial Reporting Standards (IFRS) and the accounting practices adopted in Brazil. The information in this report does not include the data of associates and jointly controlled entities, except where stated otherwise.

GERDAU’S PERFORMANCE IN 4Q21

Operating Results

CONSOLIDATED 4Q20 3Q21 2021 2020
Volumes<br> (1,000 tonnes)
Production<br> of crude steel 3,279 3,374 -3 % 3,416 -4 % 13,294 12,194 9 %
Shipments of steel 3,165 3,217 -2 % 3,253 -3 % 12,722 11,461 11 %
Results<br> (R million)
Net Sales 21,555 13,620 58 % 21,317 1 % 78,345 43,815 79 %
Cost of Goods<br> Sold (16,368 ) (10,960 ) 49 % (14,898 ) 10 % (57,528 ) (37,884 ) 52 %
Gross profit 5,187 2,660 95 % 6,419 -19 % 20,817 5,931 251 %
Gross<br> margin (%) 24.1 % 19.5 % 4.5 p.p 30.1 % -6.0 p.p 26.6 % 13.5 % 13.0 p.p
SG&A (633 ) (483 ) 31 % (527 ) 20 % (2,106 ) (1,530 ) 38 %
Selling<br> expenses (204 ) (165 ) 24 % (188 ) 9 % (716 ) (513 ) 40 %
General<br> and administrative expenses (428 ) (318 ) 35 % (340 ) 26 % (1,390 ) (1,017 ) 37 %
%SG&A/Net<br> Sales 2.9 % 3.5 % -0.6 p.p 2.5 % 0.5 p.p 2.7 % 3.5 % -0.8 p.p
Adjusted EBITDA 5,983 3,056 96 % 7,023 -15 % 23,222 7,690 202 %
Adjusted<br> EBITDA Margin 27.8 % 22.4 % 5.3 p.p 32.9 % -5.2 p.p 29.6 % 17.6 % 12.1 p.p

All values are in US Dollars.

1 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

Production &Shipments

In 4Q21, crude steel production and volumes shipped decreased slightly in relation to 4Q20 and 3Q21 in Gerdau’s main business divisions. Gerdau’s production capacity utilization rate of 74% reflects the seasonally weaker quarter, especially in the domestic market of the Brazil BD, as well as the scheduled maintenance typically carried out at some units of the Company during this time of year.

NetSales

Net sales increased in 4Q21 compared to 4Q20, reflecting the commodities global growth through 2021 and the positive impact from the translation of net sales from our operations in North America influenced by the weaker Brazilian real. Compared to 3Q21, net sales were relatively stable, which offset the slight decrease in consolidated steel shipments.

Costof Goods Sold

The main factors driving the increase in cost of goods sold in 4Q21 compared to 4Q20 were the higher costs for the main raw materials used by the Company, such as scrap consumed and iron ore, which registered price increases in the comparison period of 55% and 82%, respectively. In relation to 3Q21, the increase in cost of goods sold is explained mainly by the 28% increase in coal costs. Another important factor was the cost of the special bonus of R$204 million paid in 4Q21 to recognize the contribution made by operational employees – facing the challenges posed by the pandemic - to the record-high results in the year, when the Company commemorated its 120^th^ anniversary.

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GrossProfit

Gross profit and gross margin increased in the quarter compared to 4Q20, driven mainly by the good performance of the construction industry in the U.S. and Brazilian markets and by the performance of sales to the industrial sector in Brazil. In relation to 3Q21, the highlight was the growth in gross profit at the North America BD. The metals spread remained high in the period, supported by higher steel prices.

Selling,General & Administrative Expenses

Selling, general and administrative expenses as a ratio of net sales decreased to 2.9% in 2021, compared to 3.5% in 2020.

EBITDA &EBITDA Margin

Breakdown of Consolidated EBITDA (R$ million) 4Q21 4Q20 3Q21 2021 2020
Net income 3,560 1,057 237 % 5,594 -36 % 15,559 2,388 552 %
Net financial result 615 834 -26 % (78 ) - 750 1,698 -56 %
Provision for income and social contribution taxes 338 674 -50 % 1,872 -82 % 4,714 1,108 325 %
Depreciation and amortization 707 684 3 % 673 5 % 2,659 2,499 6 %
EBITDA - Instruction CVM ¹ 5,220 3,250 61 % 8,062 -35 % 23,681 7,693 208 %
Equity in earnings of unconsolidated companies 94 (75 ) - (271 ) - (563 ) (153 ) 269 %
Proportional EBITDA of associated companies and jointly controlled entities 308 171 80 % 405 -24 % 1,302 555 134 %
Losses due to non-recoverability of financial assets (7 ) (8 ) -15 % 1 - (0 ) 64 -
Non recurring items 367 (282 ) - (1,173 ) - (1,199 ) (471 ) 155 %
Recovery of compulsory loans - - - (1,391 ) - (1,391 ) - -
Credit recovery / Provisions - (694 ) - 218 - (175 ) (1,002 ) -82 %
Mexico corporate reorganization 163 - - - - 163 - -
Special bonus to operators 204 - - - - 204 - -
Impairment of non-financial assets - 412 - - - - 412 -
Fixed cost impacts of plants without production - - - - - - 119 -
Adjusted EBITDA² 5,983 3,056 96 % 7,023 -15 % 23,222 7,690 202 %
Adjusted EBITDA Margin 27.8 % 22.4 % 5.3 p.p 32.9 % -5.2 p.p 29.6 % 17.6 % 12.1 p.p
CONCILIATION OF CONSOLIDATED EBITDA (R$ million) 4Q21 4Q20 3Q21 2021 2020
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EBITDA -  Instruction CVM ¹ 5,220 3,249 8,062 23,681 7,693
Depreciation and amortization (707 ) (684 ) (673 ) (2,659 ) (2,499 )
OPERATING INCOME BEFORE FINANCIAL RESULT AND TAXES³ 4,514 2,566 7,389 21,023 5,194

1 – Non-accounting measure calculated in accordance with CVM Instruction 527.

2 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

3

  • Accounting measure reported in the consolidated Income Statement.

Gerdau’s Adjusted EBITDA and adjusted EBITDA margin in 4Q21 set all-time highs for a fourth quarter. The results reflect the scenario of strong demand for steel in all countries where the Company operates, combined with the teams’ capacity to seize the opportunities arising in the market.

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EBITDA(R$ million) & EBITDA Margin (%)

Financial Result &Net Income

CONSOLIDATED (R$ million) 4Q21 4Q20 3Q21 2021 2020
Income before financial income expenses and taxes¹ 4,514 2,565 76 % 7,389 -39 % 21,023 5,194 305 %
Financial Result (615 ) (834 ) -26 % 78 - (750 ) (1,698 ) -56 %
Financial income 87 55 59 % 56 54 % 249 194 28 %
Financial expenses (421 ) (379 ) 11 % (354 ) 19 % (1,433 ) (1,448 ) -1 %
Tax credit update - - - 326 - 789 - -
Exchange variation (14 ) (270 ) -95 % 33 - (108 ) (204 ) -47 %
Bond repurchase expenses (265 ) (239 ) 11 % - - (265 ) (239 ) 11 %
Gains (losses) on financial instruments, net (2 ) (1 ) 66 % 16 - 18 (1 ) -
Income before taxes¹ 3,898 1,731 125 % 7,467 -48 % 20,272 3,496 480 %
Income and social contribution taxes (338 ) (674 ) - (1,872 ) - (4,714 ) (1,108 ) 325 %
Other lines (1,052 ) (487 ) 116 % (1,414 ) -26 % (4,670 ) (857 ) 445 %
Non recurring items 713 (187 ) - (466 ) - (43 ) (251 ) -83 %
Consolidated Net Income ¹ 3,560 1,057 237 % 5,594 -36 % 15,559 2,388 552 %
Non recurring items (81 ) 145 - (1,034 ) - (1,680 ) 20 -
Recovery of compulsory loans - - - (1,391 ) - (1,391 ) - -
Credit Recovery / Provisions - (694 ) - (108 ) - (964 ) (1,002 ) -4 %
Mexico corporate reorganization 163 - - - - 163 - -
Special bonus to operators 204 - - - - 204 - -
Bond repurchase expenses 265 239 11 % - - 265 239 11 %
Fixed costs Impacts of plants without production - - - - - - 119 -
Impairment of non-financial assets - 412 - - - - 412 -
Income tax and social contribution on extraordinary items (713 ) 187 - 466 - 43 251 -83 %
Consolidated Adjusted Net Income² 3,479 1,202 190 % 4,560 -24 % 13,879 2,408 476 %

1

  • Accounting measure disclosed in the consolidated Income Statement.

2

  • Non-accounting measure calculated by the Company to show net profit adjusted by non-recurring events that influenced the result.

    4

The financial result in 4Q21, adjusted by non-recurring items, improved due to the negative exchange variation, which benefitted the Company’s foreign-denominated liabilities. Compared to 3Q21, the financial expense was affected by the bond repurchase operation to reduce the Company’s exposure to foreign-denominated debt.

Adjusted net income in 4Q21 also set a new record for the Company for a fourth quarter, supported by EBITDA growth.

Dividends and Interest on Equity

On February 22, 2022, the Board of Directors of Gerdau S.A. approved the distribution of dividends in the amount of R$ 341.1 million (R$ 0.20 per share), to be paid as an advance on the minimum mandatory dividend for 2021, as stipulated in the Bylaws.

Record date: shareholding position on March 7, 2022.

Ex-dividend date:  March 8, 2022.

Payment date: March 16, 2022.

In 2021, Gerdau S.A. distributed dividends and interest on equity of R$ 5.4 billion (R$ 3.14 per share), with the amount, which set a new record for a fiscal year, corresponding to 37.3% of net income after all allocations to reserves required by the Bylaws.

Management reaffirms its understanding that the best way to increase absolute dividends is through strong cash generation, which it has been delivering, enabling it to maintain its policy of distributing at least 30% of adjusted net income.

Working Capital & Cash Conversion Cycle

The cash conversion cycle (working capital divided by daily net sales in the quarter) decreased from 63 days in September 2021 to 60 days in December 2021, reflecting the increase of 8% in inventories and decrease of 16% in accounts receivable. Note that these are natural adjustments given the normalization of inventories throughout the chain, influenced by the higher net sales in the comparison period.

WorkingCapital (R$ million) & Cash Conversion Cycle (days)

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FinancialLiabilities

DEBT BREAKDOWN (R$<br> Million) 12.21.2021 09.30.2021 12.31.2020
Short<br> Term 1,767 747 1,432
Long<br> Term 12,273 16,374 16,084
Gross<br> Debt 14,040 17,121 17,516
Cash,<br> cash equivalents and short-term investments 6,787 8,431 7,658
Net<br> Debt 7,253 8,690 9,858

On December 31, 2021, 13% of gross debt was due in the short term while 87% was concentrated in the long term, with the consolidated exposure of total gross debt denominated in U.S. dollar at 78%, in Brazilian real at 21% and in other currencies at 1%.

On December 31, 2021, 52% of cash was denominated in U.S. dollar. The evolution in key debt indicators is shown below:

Indicators 09.30.2021 12.31.2020
Gross<br> debt / Total capitalization ¹ 25 % 29 % 36 %
Net<br> debt² (R) / EBITDA ³ (R) 0,30 x 0,41 x 1,25 x

All values are in US Dollars.

1 - Total capitalization = shareholders' equity + gross debt – interest on debt.

2 – Net debt = gross debt – interest on debt – cash, cash equivalents and financial investments.

3 – Adjusted EBITDA in the last 12 months.

The reduction in the net debt/EBITDA ratio from 0.41x, on September 30, 2021, to 0.30x on December 31, 2021, is explained by the Company’s robust EBITDA generation and deleveraging actions in 4Q21.

GrossDebt Maturity Schedule

(R$billion)

At the end of December 2021, the weighted average nominal cost of gross debt was 6.58%, with 9.78% for the portion denominated in BRL, 5.85% plus foreign-exchange variation for the portion denominated in USD contracted by companies in Brazil and 4.96% for the portion contracted by subsidiaries abroad. On December 31, 2021, the average gross debt term was 8.3 years, with the debt maturity schedule well balanced and well distributed over the coming years.

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Investments

Capital expenditures amounted to R$ 1,216 million in 4Q21, with R$ 961 million allocated to general maintenance and R$ 255 million to technological expansion and updating. Of the amount invested in the quarter, 57% was allocated to the Brazil BD, 23% to the North America BD, 17% to the Special Steel BD and 3% to the South America BD.

On February 24, 2021, the Company announced capex's projection for 2021 in the amount of R$ 3.5 billion. Disbursements made in 2021 totaled R$ 3.0 billion. With the worsening of the pandemic in the first half of 2021 and the difficulties caused by bottlenecks in some global supply chains, approximately R$ 500 million have not been disbursed and will be implemented in 2022.

Of the total capex, more than R$ 600 million represents investments in implementing technologies to improve the environmental control and performance of existing facilities, with these expenditures surpassing by 53% the amount invested in environmental improvements in 2020.

The environmental benefits obtained included:

Implementing<br> and developing technologies for producing iron ore using the dry stacking of tailings method,<br> a project that reduces the use of natural resources, such as water and energy, and decreases<br> operational risks.
Expanding<br> the forest base, the area used for producing biomass, a source of renewable raw materials<br> for making charcoal, which is used as a bioreducer in the production of pig iron. Planted<br> forests are a source of renewable raw materials and contribute to reducing greenhouse gas<br> emissions.
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Modernizing<br> equipment and environmental control processes, such as dedusting, wastewater treatment plant<br> and shredder, which will minimize impacts and create opportunities in material topics, such<br> as stakeholder relations, water and wastewater management and scrap recycling.
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Technological<br> improvements to ensure energy efficiency, conserve natural resources, minimize solid waste<br> and reduce greenhouse gas emissions in blast furnace, mini mill, rolling mill and logistics<br> processes.
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On February 22, 2022, Gerdau S.A. approved its new investment plan in the amount of R$ 4.5 billion for 2022, which includes the amount postponed in 2021.

The investment plan is divided into two fronts: Maintenance and Expansion and Technological Updating.

Maintenance projects are associated with the concept of reinvestment of depreciation over the years to ensure the good functioning of plants.

Meanwhile, Expansion and Technological Updating projects are related to the growth, technological updating and modernization of the business divisions, with a focus on improving Environmental, Social and Governance (ESG) practices and sustainable development.

Of the total planned for 2022, investments that return environmental benefits will surpass R$ 800 million, which is 33% higher than the amount invested in 2021. These investments include expanding forest assets, updating and improving environmental controls, technological improvements that increase energy efficiency and reduce greenhouse gas emissions, as well as new projects in the approval phase.

Gerdau S.A. has been demonstrating its capacity to adapt to changing scenarios, and the expenditures in its investment plan will be directly related to the safety of our operations and to the pace of demand in our markets, as well as based on criteria involving the return on capital invested and the consequent cash generation.

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Free Cash Flow

Free cash flow in 4Q21 was positive R$ 3.4 billion, which reflects the contribution from EBITDA and the lower use of working capital. In 2021, the Company generated positive free cash flow of R$ 9.6 billion, which reinforced its liquidity position.

FreeCash Flow (R$ million)

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FreeCash Flow, Quarterly (R$ million)

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PERFORMANCE BY BUSINESS DIVISION (BD)

The information in this report is divided into four Business Divisions (BD) in accordance with Gerdau’s corporate governance, as follows:

Brazil<br> BD (Brazil Business Division) – includes the operations in Brazil (except special steel)<br> and the iron ore operation in Brazil;
North<br> America BD (North America Business Division) – includes all operations in North America<br> (Canada, United States and Mexico), except special steel, as well as the jointly controlled<br> company in Mexico;
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South<br> America BD (South America Business Division) – includes all operations in South America<br> (Argentina, Peru, Uruguay and Venezuela), except the operations in Brazil, and the jointly<br> controlled companies in the Dominican Republic and Colombia;
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Special<br> Steel BD (Special Steel Business Division) – includes the special steel operations<br> in Brazil and the United States, as well as the jointly controlled company in Brazil.
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NET<br> SALES
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EBITDA & EBITDA MARGIN

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BRAZIL BD

BRAZIL<br> BD 4Q20 3Q21 2021 2020
Volumes<br> (1,000 tonnes)
Production<br> of crude steel 1,565 -7 % 1,642 -11 % 6,051 5,492 10 %
Shipments of steel 1,419 2 % 1,547 -6 % 5,755 5,219 10 %
Domestic<br> Market 1,226 -12 % 1,359 -20 % 5,042 4,394 15 %
Exports 193 89 % 188 93 % 714 825 -13 %
Shipments<br> of long steel 1,007 -1 % 1,117 -11 % 4,057 3,671 11 %
Domestic<br> Market 821 -16 % 933 -27 % 3,422 2,939 16 %
Exports 186 69 % 184 71 % 635 733 -13 %
Shipments<br> of flat steel 412 9 % 430 4 % 1,698 1,548 10 %
Domestic<br> Market 406 -2 % 426 -6 % 1,620 1,455 11 %
Exports 7 653 % 4 1045 % 79 92 -15 %
Results<br> (R million)
Net Sales¹ 5,787 53 % 10,060 -12 % 34,758 17,753 96 %
Domestic<br> Market 5,258 40 % 9,246 -20 % 31,825 15,725 102 %
Exports 529 186 % 814 85 % 2,933 2,028 45 %
Cost of<br> Goods Sold -4,119 54 % (6,221 ) 2 % -22,496 -14,180 59 %
Gross profit 1,668 52 % 3,839 -34 % 12,262 3,573 243 %
Gross<br> margin (%) % 28.8 % -0.3 p.p 38.2 % -9.7 p.p 35.3 % 20.1 % 15.2 p.p
Adjusted<br> EBITDA² 1,790 56 % 4,005 -30 % 12,972 4,178 211 %
Adjusted<br> EBITDA Margin (%) % 30.9 % 0.6 p.p 39.8 % -8.3 p.p 37.3 % 23.5 % 13.8 p.p

All values are in US Dollars.

1 – Includes iron ore sales.

2 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

Production & Shipments

According to data from the Brazilian Steel Institute (IABr), the domestic market contracted 16% in 4Q21 compared to 3Q21. Crude steel production and shipments at the Brazil BD decreased in 4Q21, reflecting the seasonality of the period. This quarter, the Company directed 25% of its shipments to export markets, compared to 12% in 3Q21.

The fourth quarter was influenced by the seasonality of the industry, when demand usually stabilizes. Supply and inventories in the chains have normalized.

Shipments in the domestic market were marked by lower volumes of reinforced concrete, drawn steel and bars and profiles. Demand from the construction retail sector, driven by the work-from-home trend and government assistance, has stabilized at high levels. In flat steel, the highlight was the demand for heavy plates to serve the wind power and infrastructure sectors.

In 4Q21, 201,000 tonnes of iron ore were sold to third parties and 787,000 tonnes were consumed internally.

Operating Result

Net sales increased in 4Q21 compared to 4Q20, explained by the higher prices practiced in the period and higher exports with positive exchange variation. The decline in relation to 3Q21 is due to the lower volumes shipped in the domestic market and the change in the domestic and export market sales mix, with higher sales of semi-finished products.

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The cost of goods sold in 4Q21 increased compared to 4Q20, due to the high costs of raw materials: iron ore rose 82% and metallurgical coal rose 59%. In December, occurred some seasonal maintenance stoppages.

Given the changes in the scenario for the international steel industry and the costs of key inputs, the Company has been working to rebuild and protect its margins given the upcycle in the costs of its main raw materials.

Gross profit and gross margin increased in 4Q21 compared to 4Q20, since the increase in revenue per tonne sold surpassed the increase in costs per tonne sold.

In 4Q21, the Brazil BD delivered its highest EBITDA ever for a fourth quarter, with the result reflecting the good scenario for both the local and global steel industry combined with the capacity of Gerdau’s teams in seizing the opportunities arising from this scenario.

EBITDA (R$ million) &EBITDA Margin (%)

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NORTH AMERICA BD

NORTH AMERICA<br> BD 4Q20 3Q21 2021 2020
Volumes (1,000 tonnes)
Production of crude steel 1,177 6 % 1,229 2 % 4,998 4,706 6 %
Shipments of steel 1,166 -10 % 1,131 -7 % 4,451 4,334 3 %
Results (R million)
Net Sales 5,030 57 % 7,445 6 % 27,838 17,458 59 %
Cost of Goods Sold ) (4,639 ) 31 % (5,786 ) 5 % (22,417 ) (16,213 ) 38 %
Gross profit 391 369 % 1,658 11 % 5,421 1,246 335 %
Gross margin (%) % 7.8 % 15.5 p.p 22.3 % 1.0 p.p 19.5 % 7.1 % 12.3p.p.
EBITDA 562 284 % 1,892 14 % 6,249 1,866 235 %
EBITDA margin (%) % 11.2 % 16.2 p.p 25.4 % 2.0 p.p 22.4 % 10.7 % 11.8p.p.

All values are in US Dollars.

1 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

Production & Shipments

Steel production increased in 4Q21 in relation to 4Q20, driven by strong demand from the construction and industrial sectors. Note that the North America BD currently is operating near its full capacity, with the rolling mills running at over 90% capacity.

Shipments in 4Q21 were slightly affected by the seasonality of the comparison periods. Demand from the non-residential construction and industrial sectors remained at strong levels. Total investments in construction (CPIP) grew by 10.6% in the 12 months to December, to US$ 1.6 trillion. Note that the leading indicator for non-residential construction (ABI) recovered to strong expansion territory, reaching 52 in December 2021. The industrial sector also remained strong, as shown by the Institute for Supply Management (ISM) index, which reached 59 points in December.

Operating Result

The growth in net sales in 4Q21 compared to 4Q20 and 3Q21 is explained by the increases in net sales per tonne sold recorded in the comparison periods.

Cost of goods sold increased in 4Q21 in relation to 4Q20, affected mainly by higher scrap and alloy costs.

Gross profit and gross margin increased significantly in 4Q21 in relation to 4Q20, explained by the better metals spread and by the initiatives to reduce costs with production at full capacity (above 90% utilization).

EBITDA and EBITDA margin set all-time highs, accompanying the better performances of gross profit and gross margin.

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EBITDA (R$ million) &EBITDA Margin (%)

Corporate reorganization ofoperations in Mexico

As announced previously, the Company concluded the steps of the corporate restructuring of the operations in Mexico involving its subsidiary Sidertúl, S.A. de C.V. (Sidertúl), the shared-control company Gerdau Corsa, S.A.P.I. de C.V. (Gerdau Corsa) and its subsidiary Aceros Corsa, S.A. de C.V. (Aceros Corsa). The corporate restructuring also reinforces the Company’s commitment to its operations in Mexico, which is an important and strategic geography to its long-term vision in the North America BD. Due to the corporate restructuring, the Company increased its interest in Gerdau Corsa from 70% to 75%, while maintaining joint control of the company with Grupo Córdova. As from December 1, 2021, the results of the operations in Mexico will be presented on an equivalent ratio basis, including EBITDA, proportionately to the 75% interest it holds in the shared-control company Gerdau Corsa.

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SOUTH AMERICA BD

SOUTH<br> AMERICA BD 4Q20 3Q21 2021 2020
Volumes (1,000 tonnes)
Production of crude steel 184 -21 % 160 -9 % 591 574 3 %
Shipments of steel 331 12 % 318 17 % 1,255 962 30 %
Results (R million)
Net Sales 1,326 69 % 1,860 20 % 6,857 3,831 79 %
Cost of Goods Sold ) (974 ) 88 % (1,438 ) 27 % (5,333 ) (3,015 ) 77 %
Gross profit 352 16 % 423 -3 % 1,524 816 87 %
Gross margin (%) % 26.5 % -8.3 p.p 22.7 % -4.5 p.p 22.2 % 21.3 % 0.9 p.p
EBITDA 454 15 % 602 -13 % 2,167 1,113 95 %
EBITDA margin (%) % 34.2 % -11.0 p.p 32.4 % -9.1 p.p 31.6 % 29.1 % 2.6 p.p

All values are in US Dollars.

1 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

Production & Shipments

Steel production decreased in 4Q21 compared to 4Q20 and 3Q21, while shipments increased in 4Q21 in both comparison periods, mainly due to the continued good performance of the operations in Peru and Argentina.

Operating Result

Net sales increased considerably in 4Q21 in relation to 4Q20, due to higher shipments and the strong correlation of these countries with international steel prices. In relation to 3Q21, net sales increased, accompanying the higher volumes shipped in the comparison periods.

Cost of goods sold increased in 4Q21 compared to 4Q20, in line with the growth in shipments and higher raw material prices, especially the increase of over 56% in the cost of scrap consumed.

Gross profit increased in 4Q21 compared to 4Q20, due to the same factors that influenced sales and cost of goods sold. Gross margin decreased in the comparison periods due to the higher cost of goods sold.

EBITDA increased in 4Q21 compared to 4Q20, reflecting the higher gross profit and the important contribution from the joint ventures in Colombia and the Dominican Republic. In relation to 3Q21, EBITDA decreased due to the 22% increase in scrap costs.

EBITDA (R$ million) &EBITDA Margin (%)

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SPECIAL STEEL BD

SPECIAL STEEL BD 4Q20 3Q21 2021 2020
Volumes (1,000 tonnes)
Production of crude steel 448 -5 % 386 11 % 1,654 1,422 16 %
Shipments of steel 407 -1 % 408 -1 % 1,654 1,252 32 %
Results (R million)
Net Sales 2,061 47 % 2,871 6 % 10,980 6,096 80 %
Cost of Goods Sold ) (1,839 ) 43 % (2,405 ) 10 % (9,427 ) (5,795 ) 63 %
Gross profit 222 78 % 466 -15 % 1,553 302 415 %
Gross margin (%) % 10.8 % 2.3 p.p 16.2 % -3.2 p.p 14.1 % 5.0 % 9.2 p.p
EBITDA 310 74 % 539 0 % 1,983 675 194 %
EBITDA margin (%) % 15.1 % 2.8 p.p 18.8 % -1.0 p.p 18.1 % 11.1 % 7.0 p.p

All values are in US Dollars.

1 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

Production & Shipments

Steel production increased in 4Q21 in relation to 3Q21, but decreased slightly compared to 4Q20.

Shipments remained stable in the comparison periods. Light vehicle production continued to be affected by the supply of semiconductors, which are used in all electronic components installed in vehicles. The good performances of the heavy vehicle sector in Brazil and the oil and gas industry in the United States offset the effects caused by the semiconductor shortage on the light vehicle sector.

Operating Result

The increases in net sales and cost of goods sold in 4Q21 were due to the higher steel prices and raw material costs practiced in the industry.

In 4Q21, gross profit and gross margin accompanied the performance of net sales and cost of goods sold. Note that this division has been posting a gradual recovery in performance, which can be indicated by the production capacity utilization rate, around 70% in 4Q21.

EBITDA and EBITDA margin increased in 4Q21 in comparison with both periods, accompanying the performance of gross profit and gross margin. As a result, the Special Steel BD sustained margin levels not observed since 2018.

EBITDA (R$ million) &EBITDA Margin (%)

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THE MANAGEMENT

This document contains forward-looking statements. These statements are based on estimates, information or methods that may be incorrect or inaccurate and that may not occur. These estimates are also subject to risks, uncertainties and assumptions that include, among other factors: general economic, political and commercial conditions in Brazil and in the markets where we operate, as well as existing and future government regulations. Potential investors are cautioned that these forward-looking statements do not constitute guarantees of future performance, given that they involve risks and uncertainties. Gerdau does not undertake and expressly waives any obligation to update any of these forward-looking statements, which are valid only on the date on which they were made.

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GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

December 31, 2021 December 31, 2020
CURRENT ASSETS
Cash and cash equivalents 4,160,654 4,617,204
Short-term investments 2,626,212 3,041,143
Trade accounts receivable - net 5,414,075 3,737,270
Inventories 16,861,488 9,169,417
Tax credits 2,083,885 1,201,312
Income and social contribution taxes recoverable 804,053 1,051,584
Dividends receivable 7,671 -
Fair value of derivatives 3,246 -
Other current assets 679,193 591,523
32,640,477 23,409,453
NON-CURRENT ASSETS
Tax credits 124,600 664,045
Deferred income taxes 2,929,308 3,393,354
Related parties 2,678 134,354
Judicial deposits 1,659,379 1,825,791
Other non-current assets 571,637 590,864
Prepaid pension cost 4,942 39,196
Investments in associates and jointly-controlled entities 3,340,775 2,271,629
Goodwill 12,427,527 12,103,519
Leasing 861,744 815,311
Other Intangibles 509,760 622,578
Property, plant and equipment, net 18,741,786 17,252,915
41,174,136 39,713,556
TOTAL ASSETS 73,814,613 63,123,009
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GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of  Brazilian reais (R$)

December 31, 2021 December 31, 2020
CURRENT LIABILITIES
Trade accounts payable 8,017,140 5,437,953
Short-term debt 234,537 1,424,043
Debentures 1,531,956 7,463
Taxes payable 548,173 600,089
Income and social contribution taxes payable 863,136 810,125
Payroll and related liabilities 1,199,143 591,653
Dividends payable - 510,348
Leasing payable 275,086 231,703
Employee benefits 39 208
Environmental liabilities 231,711 125,992
Fair value of derivatives - 971
Obligations with FIDC 45,497 944,513
Other current liabilities 1,090,396 797,082
14,036,814 11,482,143
NON-CURRENT LIABILITIES
Long-term debt 10,875,249 13,188,891
Debentures 1,397,951 2,894,954
Related parties 24,648 22,855
Deferred income taxes 98,975 61,562
Provision for tax, civil and labor liabilities 1,741,026 1,172,511
Environmental liabilities 343,998 171,102
Employee benefits 1,415,151 1,861,231
Obligations with FIDC - 42,893
Leasing payable 643,279 624,771
Other non-current liabilities 421,873 514,886
16,962,150 20,555,656
EQUITY
Capital 19,249,181 19,249,181
Treasury stocks (152,409 ) (229,309 )
Capital reserves 11,597 11,597
Retained earnings 17,838,494 7,292,332
Operations with non-controlling interests (2,870,825 ) (2,870,825 )
Other reserves 8,528,244 7,407,295
EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT 42,604,282 30,860,271
NON-CONTROLLING INTERESTS 211,367 224,939
EQUITY 42,815,649 31,085,210
TOTAL LIABILITIES AND EQUITY 73,814,613 63,123,009
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GERDAU S.A.

CONSOLIDATED STATEMENTS OF INCOME

In thousands of Brazilian reais (R$)

For the three-month period ended on For the year ended on
December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020
NET SALES 21,554,924 13,620,179 78,345,081 43,814,661
Cost of sales (16,367,809 ) (10,959,981 ) (57,527,721 ) (37,884,102 )
GROSS PROFIT 5,187,115 2,660,198 20,817,360 5,930,559
Selling expenses (204,234 ) (165,094 ) (715,830 ) (512,950 )
General and administrative expenses (428,383 ) (318,257 ) (1,390,121 ) (1,017,435 )
Other operating income 268,007 965,291 979,760 1,763,684
Other operating expenses (58,573 ) (247,438 ) (460,029 ) (645,985 )
Eletrobras compulsory loan recovery - - 1,391,280 -
Results in operations with subsidiary and joint ventures (162,913 ) - (162,913 ) -
Impairment of financial assets 6,556 7,999 357 (64,132 )
Impairment of non-financial assets - (411,925 ) - (411,925 )
Equity in earnings of unconsolidated companies (93,899 ) 74,674 563,158 152,569
INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES 4,513,676 2,565,448 21,023,022 5,194,385
Financial income 86,904 54,754 249,024 194,092
Financial expenses (421,481 ) (379,032 ) (1,433,087 ) (1,448,461 )
Bonds repurchases (264,687 ) (239,273 ) (264,687 ) (239,273 )
Tax credits monetary update - - 788,741 -
Exchange variations, net (14,299 ) (269,642 ) (108,373 ) (204,291 )
Gain and losses on financial instruments, net (1,634 ) (982 ) 17,928 (774 )
3,898,479 1,731,273
INCOME BEFORE TAXES 3,898,479 1,731,273 20,272,568 3,495,678
Current (806,799 ) (543,804 ) (4,306,223 ) (908,051 )
Deferred 468,304 (130,673 ) (407,407 ) (199,573 )
Income and social contribution taxes (338,495 ) (674,477 ) (4,713,630 ) (1,107,624 )
NET INCOME 3,559,984 1,056,796 15,558,938 2,388,054
(+) Fixed costs of plants without production - - - 119,356
(-) Eletrobras compulsory loan recovery - (1,391,280 )
(-) Credit recovery / Provisions - (693,710 ) (963,563 ) (1,001,483 )
(+) Impairment of non-financial assets - 411,925 - 411,925
(-)  Results in operations with subsidiary and joint ventures 162,913 - 162,913 -
(+) Special bonus to production team 204,386 - 204,386 -
(+) Bonds repurchases 264,687 239,273 264,687 239,273
(+) Income tax of extraordinary items (713,360 ) 187,356 43,195 251,418
(=) Total of extraordinary items (81,374 ) 144,844 (1,679,662 ) 20,489
ADJUSTED NET INCOME* 3,478,610 1,201,640 13,879,276 2,408,543

*Adjusted net income is a non-accounting indicator prepared by the Company, reconciled with the financial statements and consists of net income adjusted for extraordinary events that influenced the net income (loss), without cash effect.

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GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands of  Brazilian reais (R$)

For the three-month period ended on For the year ended on
December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020
Cash flows from operating activities
Net income for the year 3,559,984 1,056,796 15,558,938 2,388,054
Adjustments to reconcile net income for the year to net cash provided by operating activities
Depreciation and amortization 706,559 683,840 2,658,561 2,499,104
Impairment of non-financial assets - 411,925 - 411,925
Equity in earnings of unconsolidated companies 93,899 (74,674 ) (563,158 ) (152,569 )
Exchange variation, net 14,299 269,642 108,373 204,291
Losses (Gains) on financial instruments, net 1,634 982 (17,928 ) 774
Post-employment benefits 59,554 52,016 255,477 203,689
Long-term incentive plans 20,286 31,491 65,289 62,801
Income tax 338,495 674,477 4,713,630 1,107,624
(Gains) Losses on disposal of property, plant and equipment (73,670 ) 3,607 (77,417 ) (18,482 )
Results in operations with subsidiary and joint ventures 162,913 - 162,913 -
Impairment of financial assets (6,556 ) (7,999 ) (357 ) 64,132
Provision (reversal) of tax, civil, labor and environmental liabilities, net 32,863 246,999 125,641 477,518
Tax credits recovery - (901,559 ) (1,182,082 ) (1,358,744 )
Interest income on short-term investments (59,032 ) (29,556 ) (170,671 ) (99,359 )
Interest expense on loans 353,849 251,554 1,059,841 1,022,460
Interest on loans with related parties (1,147 ) (2,031 ) (6,089 ) (8,277 )
Reversal of net realisable value adjustment in inventory 3,386 (5,866 ) (2,812 ) (40,697 )
5,207,316 2,661,644 22,688,149 6,764,244
Changes in assets and liabilities
Decrease (Increase) in trade accounts receivable 939,038 257,384 (1,614,047 ) (527,722 )
(Increase) Decrease in inventories (1,287,349 ) (627,860 ) (7,704,329 ) (428,263 )
Increase in trade accounts payable 896,761 1,065,916 2,534,329 1,014,800
Decrease (Increase) in other receivables 1,693,359 (29,030 ) 290,658 369,076
Increase (Decrease) in other payables 386,180 49,292 (317,658 ) 182,934
Dividends from joint ventures 96,838 75,323 117,438 94,937
Purchases of short-term investments (649,814 ) (937,852 ) (3,010,084 ) (3,224,158 )
Proceeds from maturities and sales of short-term investments 2,535,257 924,268 3,595,212 3,924,799
Cash provided by operating activities 9,817,586 3,439,085 16,579,668 8,170,647
Interest paid on loans and financing (501,771 ) (401,486 ) (1,100,826 ) (1,079,981 )
Interest paid on lease liabilities (21,054 ) (14,503 ) (68,789 ) (61,727 )
Income and social contribution taxes paid (1,473,010 ) (428,367 ) (2,893,120 ) (621,033 )
Net cash provided by operating activities 7,821,751 2,594,729 12,516,933 6,407,906
Cash flows from investing activities
Purchases of property, plant and equipment (1,214,945 ) (548,910 ) (3,026,023 ) (1,650,778 )
Proceeds from sales of property, plant and equipment, investments and other intangibles 60,143 6,663 82,635 61,275
Purchases of other intangibles (58,288 ) (71,185 ) (166,310 ) (154,250 )
Capital decrease (increase) in joint venture 113,595 - 113,595 (42,782 )
Payment for business combination - (442,542 ) - (442,542 )
Net cash used in investing activities (1,099,495 ) (1,055,974 ) (2,996,103 ) (2,229,077 )
Cash flows from financing activities
Dividends and interest on capital paid (3,279,539 ) (204,078 ) (5,339,426 ) (274,815 )
Proceeds from loans and financing 5,063 1,176,770 609,703 3,120,745
Repayment of loans and financing (3,316,870 ) (1,818,818 ) (5,116,621 ) (5,084,028 )
Leasing payment (70,595 ) (64,542 ) (275,854 ) (247,914 )
Intercompany loans, net 123,887 27,694 139,556 (7,777 )
Net cash used in financing activities (6,538,054 ) (882,974 ) (9,982,642 ) (2,493,789 )
Exchange variation on cash and cash equivalents 375 (209,705 ) 5,262 290,512
Increase (Decrease) in cash and cash equivalents 184,577 446,076 (456,550 ) 1,975,552
Cash and cash equivalents at beginning of year 3,976,077 4,171,128 4,617,204 2,641,652
Cash and cash equivalents at end of year 4,160,654 4,617,204 4,160,654 4,617,204
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Exhibit 99.2

Dear Shareholders:

In 2021, Gerdau delivered its best results ever in its over-100-year history, reflecting its capacity to innovate and keep meeting all the needs of its markets by responding quickly with solutions customized to clients’ needs.

According to the World Steel Association (worldsteel), steel production came to 1.9 billion tonnes in 2021, up 3.7% from 2020. The highlight was the Americas, where Gerdau’s operations are located, which reported growth of over 15% in 2021 compared to 2020.

In this scenario, Gerdau produced 13.3 million tonnes of steel in 2021, up 9% from the previous year. Gerdau’s shipments reached 12.7 million tonnes, generating net sales of R$ 78.3 billion, 79% higher than in 2020. The Company’s intense focus on operating efficiency translated into its highest EBITDA ever, of R$ 23.2 billion in 2021.

Gerdau’s capacity to transform before the challenges faced by the world are based on its agility, digital transformation, client-centered decisions and always putting people safety first.

The strengths of its business model also proved critical over the course of 2021. Gerdau’s focus on the Americas, disciplined capital allocation, integration of production routes, competitive costs and CO2 emissions, development of higher value-added products and businesses adjacent to steel are other factors that helped us to deliver the results achieved in this historic year. More importantly, they will help us to keep building over the coming decades.

We believe that the scenario for 2022 remains positive for the construction sector in the Americas. Specifically in Brazil, the expectation is for infrastructure projects to intensify over the year. There are projects in basic sanitation, rail and energy, including for solar and wind power, which uses steel intensively in both generation and distribution. In the United States, the outlook is for strong economic growth in 2022 and for an infrastructure investment package that should accelerate construction activity over the coming years. For the automotive industry, the prospects are good for the light vehicle market due to the gradual recovery in semiconductor inventories.

Gerdau S.A. continues to invest in its operations and to develop projects that can create value, such as Gerdau Next, the new business arm that offers solutions in construction, sustainability, mobility, digital sales and others, that is absorbing opportunities in an ever more dynamic market.

And we cannot go without mentioning the ESG initiatives that Gerdau has been implementing to stay at the industry forefront and ensure for its employees, its communities and the entire ecosystem in which its production is engaged excellence in the execution of the best and most sustainable ESG practices and consequently create even more value for all its stakeholders. In fact, Gerdau has set targets for reducing its carbon emissions by 2031 and for becoming carbon neutral by 2050.

Profile

Gerdau is Brazil's largest producer of steel, a leading producer of long steel in the Americas and one of the world’s leading suppliers of special steel. In Brazil, it also produces iron ore for its own use and flat steel.

In January 2021, Gerdau completed 120 years of a history marked by strength, contribution to development and a legacy for a society in constant evolution. Guided by its purpose of empowering people who build the future, Gerdau has operations in ten countries and over 30,000 direct and indirect employees.

Gerdau is the largest recycling company in Latin America and uses scrap as an important input, with 73% of the steel it produces made from the material. Every year, Gerdau transforms 11 million tonnes of scrap into a variety of steel products. Gerdau’s shares are listed on the São Paulo (B3), New York (NYSE) and Madrid (Latibex) stock exchanges.

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Covid-19

To Gerdau, nothing is moreimportant than people’s lives – Continuity of Main Measures

We<br> follow all Covid-19 prevention protocols established by health authorities in the countries<br> where we operate. For this, we maintain a series of measures to mitigate transmission risk<br> in the workplace, such as working from home, active crisis committees, cancelling domestic<br> and international travel, participating in external events, among others.
The<br> nature of our business is complex and, to keep operating, most of our work cannot be performed<br> remotely. Our focus is on protecting the health of our employees: We encourage them to take<br> doses of the Covid-19 vaccine to reduce the risk of spreading the virus at our operations,<br> since operational continuity is key to people’s jobs, to local communities and to the<br> economies of the countries and regions where we operate. Employees who must go to Gerdau’s<br> units follow the standard mandatory hygiene procedure. They also undergo clinical evaluations<br> that include temperature measurement and completing an online questionnaire. In addition,<br> we are maintaining our program + Cuidado, which offers virtual psychological support and<br> other telemedicine channels.
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We<br> also work to maintain the hygiene of our units, make meal times more flexible, increase the<br> availability of chartered transportation for employees and improve triage protocols at the<br> entrance to our mills, among other measures.
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Note<br> that in the main countries where we operate, the steel sector is considered an essential<br> activity, since it is a strategic input in the construction of hospitals, machinery, equipment<br> and components for the health and security sectors. In all, we already have invested over<br> R$ 40 million to combat Covid-19.
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GERDAU’S PERFORMANCE IN 2021

Operating Results

CONSOLIDATED 2020
Volumes (1,000 tonnes)
Production of crude steel 13,294 12,194 9 %
Shipments of steel 12,722 11,461 11 %
Results (R million)
Net Sales 78,345 43,815 79 %
Cost of Goods Sold (57,528 ) (37,884 ) 52 %
Gross profit 20,817 5,931 251 %
Gross margin (%) 26.6 % 13.5 % 13.0 p.p
SG&A (2,106 ) (1,530 ) 38 %
Selling expenses (716 ) (513 ) 40 %
General and administrative expenses (1,390 ) (1,017 ) 37 %
%SG&A/Net Sales 2.7 % 3.5 % -0.8 p.p
Adjusted EBITDA 23,222 7,690 202 %
Adjusted EBITDA Margin 29.6 % 17.6 % 12.1 p.p

All values are in US Dollars.

1 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

Production & Shipments

In 2021, Gerdau’s crude steel production came to 13.3 million tonnes, surpassing the volume produced in 2020. The Company focused on adapting production to its clients’ needs in the various geographies where it operates, with its culture guided by agility enabling it to keep growing after the pandemic first emerged, in 2020.

Its steel shipments came to 12.7 million tonnes, advancing 11% on 2020, with both the construction and industrial sectors in Brazil and the United States registering higher shipments. In special steel, shipments of heavy vehicles and the energy market in general partially offset the impact from the lower sales of light vehicles caused by the semiconductor crisis.

Operating Result

Net Sales

In 2021, net sales came to R$ 78.3 billion, up 79% from 2020, reflecting the global upcycle in commodity prices, as well as the higher volumes shipped. Another factor that contributed to the trend was the 5% depreciation in the Brazilian real against the U.S. dollar, which was reflected in our sales in the various geographies where we operate, especially in the North America BD, as well as in our exports from Brazil.

Cost of Goods Sold

In 2021, cost of goods sold increased 52% in comparison with 2020, to R$ 57.5 billion, driven by increases in the costs of key raw materials used by the Company, notably the 140% increase in iron ore prices and the 69% increase in scrap prices.

Selling, General & Administrative Expenses

Selling, general and administrative expenses corresponded to 2.7% of net sales in 2021. Over the last two years, the Company has been working to optimize its management of expenses and to reduce them as a ratio of revenue.

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EBITDA & EBITDA Margin

Breakdown of Consolidated EBITDA (R$ million) 2021 2020
Net income 15,559 2,388 552 %
Net financial result 750 1,698 -56 %
Provision for income and social contribution taxes 4,714 1,108 325 %
Depreciation and amortization 2,659 2,499 6 %
EBITDA - Instruction CVM ¹ 23,681 7,693 208 %
Equity in earnings of unconsolidated companies (563 ) (153 ) 269 %
Proportional EBITDA of associated companies and jointly controlled entities 1,302 555 134 %
Losses due to non-recoverability of financial assets (0 ) 64 -
Non recurring items (1,199 ) (471 ) 155 %
Recovery of compulsory loans (1,391 ) - -
Credit recovery / Provisions (175 ) (1,002 ) -82 %
Mexico corporate reorganization^4^ 163 - -
Special bonus to operators 204 - -
Impairment of non-financial assets - 412 -
Fixed cost impacts of plants without production - 119 -
Adjusted EBITDA² 23,222 7,690 202 %
Adjusted EBITDA Margin 29.6 % 17.6 % 12.1 p.p
CONCILIATION OF CONSOLIDATED EBITDA (R$ million) 2021 2020
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EBITDA -  Instruction CVM ¹ 23,681 7,693
Depreciation and amortization (2,659 ) (2,499 )
OPERATING INCOME BEFORE FINANCIAL RESULT AND TAXES³ 21,023 5,194

1 – Non-accounting measure calculated in accordance with CVM Instruction 527.

2 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

3 - Accounting measure reported in the consolidated Income Statement.

4 – See footnote 3.4

Adjusted EBITDA amounted to R$ 23.2 billion in 2021, Gerdau’s highest EBITDA ever and 3.0 times higher than the result in 2020. Adjusted EBITDA margin was 29.6%, expanding 12.1 percentage points compared to 2020.

The result was made possible by the operational and strategic excellence of the Gerdau team, which positioned itself effectively and seized market opportunities. The agility in meeting demand, combined with operational improvements and controlling costs, proved critical in achieving this record level of EBITDA.

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EBITDA(R$ million) & EBITDA Margin

Financial Result &Net Income

CONSOLIDATED (R$ million) 2021 2020
Income before financial income expenses and taxes¹ 21,023 5,194 305 %
Financial Result (750 ) (1,698 ) -56 %
Financial income 249 194 28 %
Financial expenses (1,433 ) (1,448 ) -1 %
Tax credit update 789 - -
Exchange variation (108 ) (204 ) -47 %
Bond repurchase expenses (265 ) (239 ) 11 %
Gains (losses) on financial instruments, net 18 (1 ) -
Income before taxes¹ 20,272 3,496 480 %
Income and social contribution taxes (4,714 ) (1,108 ) 325 %
Other lines (4,670 ) (857 ) 445 %
Non recurring items (43 ) (251 ) -83 %
Consolidated Net Income ¹ 15,559 2,388 552 %
Non recurring items (1,680 ) 20 -
Recovery of compulsory loans (1,391 ) - -
Credit Recovery / Provisions (964 ) (1,002 ) -4 %
Mexico corporate reorganization 163 - -
Special bonus to operators 204 - -
Bond repurchase expenses 265 239 11 %
Fixed costs Impacts of plants without production - 119 -
Impairment of non-financial assets - 412 -
Income tax and social contribution on extraordinary items 43 251 -83 %
Consolidated Adjusted Net Income² 13,879 2,408 476 %

1 - Accounting measure disclosed in the consolidated Income Statement.

2 - Non-accounting measure calculated by the Company to show net profit adjusted by non-recurring events that influenced the result.

In 2021, the Net Financial Result improved 56% in relation to 2020, while financial expenses remained practically stable, even with the 7% appreciation in the U.S. dollar between end-2020 and end-2021. The result was made possible by the Company's liability management strategy, which has proven effective in reducing its exposure to foreign-denominated debt.

Net income, adjusted by non-recurring effects, came to R$ 13.9 billion in 2021, an all-time high that was made possible by the favorable scenario for the Company combined with its operating efficiency, which supported EBITDA growth in the period.

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Dividends

In 2021, Gerdau S.A. allocated R$ 5.4 billion (R$ 3.14 per share) to the distribution of dividends. The table below shows the distribution by quarter:

Period Dividends/Interests (R million) Per share (R) Date of payment
1Q21 05/26/2021
2Q21 08/26/2021
3Q21 11/16/2021
4Q21 03/16/2022
Total

All values are in US Dollars.

Management continues to believe that the best way to increase absolute dividends is through strong cash generation, which it has been delivering, enabling it to maintain its policy of distributing at least 30% of adjusted net income. The amount paid in 2021 set an all-time high for distributions in a year, reaching 37.3% of adjusted net income income after all allocations to reserves required by the Bylaws.

Working Capital &Cash Conversion Cycle

The cash conversion cycle (working capital divided by daily net sales in the quarter) went from 49 days in December 2020 to 60 days in December 2021, with 2021 a year marked by the normalization of inventories and rebuilding of working capital, with more freed up at the end of the year.

WorkingCapital (R$ million) & Cash Conversion Cycle (days)

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Financial Liabilities

DEBT BREAKDOWN<br><br>(R$ Million) 12.21.2021 12.31.2020
Short Term 1,767 1,432
Long Term 12,273 16,084
Gross Debt 14,040 17,516
Cash, cash equivalents and short-term investments 6,787 7,658
Net Debt 7,253 9,858

On December 31, 2021, 13% of gross debt was due in the short term while 87% was concentrated in the long term. Meanwhile, the consolidated exposure of gross debt was 78% in U.S. dollar, 21% in Brazilian real and 1% in other currencies.

The reduction in net debt was mainly influenced by the strong generation of operating cash from our operations.

On December 31, 2021, 52% of cash was pegged to the U.S. dollar.

The evolution in key debt indicators is shown below:

Indicators 12.31.2020
Gross debt / Total capitalization ¹ 25 % 36 %
Net debt² (R) / EBITDA ³ (R) 0,30 x 1,25 x

All values are in US Dollars.

1 - Total capitalization = shareholders' equity + gross debt – interest on debt.

2 – Net debt = gross debt – interest on debt – cash, cash equivalents and financial investments.

3 – Adjusted EBITDA in the last 12 months.

The net debt/EBITDA ratio in the last 12 months reached its lowest level ever, of 0.30x, a reduction of 0.95x compared to the end of December 2020. This result was made possible by the higher cash generation, which was supported by the good operational performance, the debt amortizations in the period and the effects from exchange variation on debt and cash.

Grossdebt maturity schedule

(R$billion)

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At the end of December 2021, the nominal weighted average cost of gross debt was 6.58%, or 9.78% for the portion denominated in Brazilian real, 5.85% plus exchange variation for the portion denominated in U.S. dollar contracted by companies in Brazil and 4.96% for the portion contracted by subsidiaries abroad. On December 31, 2021, the average gross debt term was 8.3 years, with the debt maturity schedule well balanced and well distributed over the coming years.

Investments

On February 24, 2021, the Company announced capex's projection for 2021 in the amount of R$ 3.5 billion. Disbursements made in 2021 totaled R$ 3.0 billion. With the worsening of the pandemic in the first half of 2021 and the difficulties caused by bottlenecks in some global supply chains, approximately R$ 500 million have not been disbursed and will be implemented in 2022.

Of the total capex, more than R$ 600 million represents investments in implementing technologies to improve the environmental control and performance of existing facilities, with these expenditures surpassing by 53% the amount invested in environmental improvements in 2020.

The environmental benefits obtained included:

Implementing<br> and developing technologies for producing iron ore using the dry stacking of tailings method,<br> a project that reduces the use of natural resources, such as water and energy, and decreases<br> operational risks.
Expanding<br> the forest base, the area used for producing biomass, a source of renewable raw materials<br> for making charcoal, which is used as a bioreducer in the production of pig iron. Planted<br> forests are a source of renewable raw materials and contribute to reducing greenhouse gas<br> emissions.
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Modernizing<br> equipment and environmental control processes, such as dedusting, wastewater treatment plant<br> and shredder, which will minimize impacts and create opportunities in material topics, such<br> as stakeholder relations, water and wastewater management and scrap recycling.
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Technological<br> improvements to ensure energy efficiency, conserve natural resources, minimize solid waste<br> and reduce greenhouse gas emissions in blast furnace, mini mill, rolling mill and logistics<br> processes.
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On February 22, 2022, Gerdau S.A. approved its new investment plan in the amount of R$ 4.5 billion for 2022, which includes the amount postponed in 2021.

The investment plan is divided into two fronts: Maintenance and Expansion and Technological Updating.

Maintenance projects are associated with the concept of reinvestment of depreciation over the years to ensure the good functioning of plants.

Meanwhile, Expansion and Technological Updating projects are related to the growth, technological updating and modernization of the business divisions, with a focus on improving Environmental, Social and Governance (ESG) practices and sustainable development.

Of the total planned for 2022, investments that return environmental benefits will surpass R$ 800 million, which is 33% higher than the amount invested in 2021. These investments include expanding forest assets, updating and improving environmental controls, technological improvements that increase energy efficiency and reduce greenhouse gas emissions, as well as new projects in the approval phase.

Gerdau S.A. has been demonstrating its capacity to adapt to changing scenarios, and the expenditures in its investment plan will be directly related to the safety of our operations and to the pace of demand in our markets, as well as based on criteria involving the return on capital invested and the consequent cash generation.

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Restarting of some operations

In the second half of 2021, Gerdau restarted steel production operations at its unit in Araucária, Paraná, given the positive scenario for steel demand in Brazil, especially from the construction, infrastructure and industrial sectors. The investment made in restarting the mill came to around R$ 55 million.

With annual production capacity of 420,000 tonnes of crude steel, the unit, which had been in hibernation since 2014, is ramping up its production gradually, adjusting volumes to the pace of demand in the domestic market. With the resumption of operations, the unit has created about 300 new direct and indirect jobs.

In addition, operations resumed at Rolling Mill 1 at the Cosigua plant and the Mogi das Cruzes mill, while production volume was increased at the Caucaia mill.

Free Cash Flow

Free cash flow was positive R$ 9.6 billion in 2021, reflecting the combination of record-high EBITDA growth and disciplined capital allocation.

Free Cash Flow (R$ million)

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PERFORMANCE BY BUSINESS DIVISION (BD)

The information in this report is divided into four Business Divisions (BD) in accordance with Gerdau’s corporate governance, as follows:

Brazil BD (Brazil Business Division) – includes the operations in Brazil (except special<br> steel) and the iron ore operation in Brazil;
North America BD (North America Business Division) – includes all operations in North<br> America (Canada, United States and Mexico), except special steel, as well as the jointly<br> controlled company in Mexico;
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South America BD (South America Business Division) – includes all operations in South<br> America (Argentina, Peru, Uruguay and Venezuela), except the operations in Brazil, and the<br> jointly controlled companies in the Dominican Republic and Colombia;
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Special Steel BD (Special Steel Business Division) – includes the special steel operations<br> in Brazil and the United States, as well as the jointly controlled company in Brazil.
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BRAZIL BD

BRAZIL<br> BD 2020
Volumes (1,000 tonnes)
Production of crude steel 6,051 5,492 10 %
Shipments of steel 5,755 5,219 10 %
Domestic Market 5,042 4,394 15 %
Exports 714 825 -13 %
Shipments of long steel 4,057 3,671 11 %
Domestic Market 3,422 2,939 16 %
Exports 635 733 -13 %
Shipments of flat steel 1,698 1,548 10 %
Domestic Market 1,620 1,455 11 %
Exports 79 92 -15 %
Results (R million)
Net Sales¹ 34,758 17,753 96 %
Domestic Market 31,825 15,725 102 %
Exports 2,933 2,028 45 %
Cost of Goods Sold -22,496 -14,180 59 %
Gross profit 12,262 3,573 243 %
Gross margin (%) 35.3 % 20.1 % 15.2 p.p
Adjusted EBITDA² 12,972 4,178 211 %
Adjusted EBITDA Margin (%) 37.3 % 23.5 % 13.8 p.p

All values are in US Dollars.

1 – Includes iron ore sales.

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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Brazilian steel market

In 2021, shipments to the industrial sector registered good performances in the agriculture, energy, machinery and highway equipment, capital goods and yellow line segments, which benefited from demand in the domestic market, the location of the supplier base and opportunities in the export market given foreign exchange rates. Meanwhile, the infrastructure segment presented a positive scenario, supported by light rail vehicle (LRV) projects in Salvador, the privatization of highways, basic sanitation and wind power infrastructure. For example, in 2021, construction began on 20 photovoltaic yards that represent 3 gigawatts of solar power and use our entire product line.

Note that at end-2021, the Construction Industry Confidence Index (FGV) reached 96.7 points, up from 95.3 points in November. In addition to the construction industry, the prospects for infrastructure investments also are positive. According to data from the Brazilian Association of Infrastructure and Base Manufacturers (ABDIB), projections point to investment of around R$ 132 billion in 2022 (up 4.5% from the estimate for 2021). According to the National Association of Construction Material Dealers (ANAMACO) and JS+, the construction material retailers segment is expected to grow by around 2% in 2022.

Production & Shipments

Crude steel production at the Brazil BD grew 10% in 2021 compared to 2020, with shipments accompanying this performance. Given the strong demand observed in the Brazilian market, the Company directed 88% of its shipments to the domestic market, which is 4 percentage points higher than in 2020, while only 12% was directed to the international market.

In 2021, 1,106,000 tonnes of iron ore were sold to third parties and 2,596,000 tonnes were consumed internally.

Operating Result

Net sales grew 96%, practically twice the net sales reported in 2020. As mentioned above, the result was due to higher shipments to the domestic market and better prices, which increased sales per ton sold.

In 2021, cost of goods sold increased 59% compared to 2020, reflecting the sharp rise in raw material costs, such as the price increases of 140% in iron ore and 83% in scrap.

Gross profit and gross margin registered significant increases in relation to 2020. This excellent performance is explained by the improvement in profitability, with the increase in sales per tonne outpacing the increase in cost of goods sold per tonne.

In 3Q21, the Company recognized a gain in income and assets of approximately R$ 1.5 billion, gross of taxes, related to the reimbursement of losses incurred from the Eletrobras Compulsory Loan (ECE). Given the nonrecurring nature of said items, the Company presented EBITDA and Net Income on an adjusted basis. The amount was incorporated into the Company’s cash during 4Q21.

The Brazil BD delivered EBITDA of R$ 12.9 billion in 2021, a record high, with margin of 37.2%. The result reflects the performance of the domestic market, which accounted for 88% of shipments in the period.

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NORTH AMERICA BD

NORTH<br>AMERICA BD 2020
Volumes (1,000 tonnes)
Production of crude steel 4,998 4,706 6 %
Shipments of steel 4,451 4,334 3 %
Results (R million)
Net Sales 27,838 17,458 59 %
Cost of Goods Sold (22,417 ) (16,213 ) 38 %
Gross profit 5,421 1,246 335 %
Gross margin (%) 19.5 % 7.1 % 12.3 p.p.
EBITDA 6,249 1,866 235 %
EBITDA margin (%) 22.4 % 10.7 % 11.8 p.p.

All values are in US Dollars.

1 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

North American steel market

Demand from the non-residential construction and industrial sectors remained at strong levels. Total investments in construction (CPIP) grew by 10.6% in 2021, to US$ 1.6 trillion. Note that the leading indicator for non-residential construction (ABI) recovered to strong expansion territory, reaching 52 points in December 2021. The industrial sector also remained strong, as shown by the Institute for Supply Management (ISM) index, which reached 59 points in December 2021 (near the 10-year record).

Production & Shipments

Steel production in 2021 increased in relation to 2020, while volumes shipped grew 3%, driven by strong demand from the construction and industrial sectors.

Operating Result

In 2021, net sales in the North America BD increased 59% compared to 2020, mainly due to the substantial variation in the metals spread and the 5% appreciation in the average U.S. dollar against Brazilian real in the period.

Cost of goods sold increased in 2021 compared to 2020, due to the 65% increase in the scrap price.

Gross profit and gross margin surged in 2Q21 compared to 2020, since the increase in sales per tonne sold outpaced the increase in cost per tonne sold.

EBITDA in 2021 set a record high, of R$ 6.2 billion, with EBITDA margin of 22%, driven by the volume of shipments, the metals spread and management’s focus on effectiveness and efficiency.

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SOUTH AMERICA BD

SOUTH<br>AMERICA BD 2020
Volumes (1,000 tonnes)
Production of crude steel 591 574 3 %
Shipments of steel 1,255 962 30 %
Results (R million)
Net Sales 6,857 3,831 79 %
Cost of Goods Sold (5,333 ) (3,015 ) 77 %
Gross profit 1,524 816 87 %
Gross margin (%) 22.2 % 21.3 % 0.9 p.p
EBITDA 2,167 1,113 95 %
EBITDA margin (%) 31.6 % 29.1 % 2.6 p.p

All values are in US Dollars.

1 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

Production & Shipments

Steel production and shipments grew in 2021 compared to 2020, led by the good performance of the construction sector, which recovered to better levels in all countries of the division.

Operating Result

Net sales increased due to higher shipments and the effects from exchange variation. Cost of goods sold rose 77% from 2020, reflecting the 67% increase in the scrap price in the period.

Gross profit and gross margin increased in 2020 compared to 2021, since the increase in net sales per tonne sold surpassed the increase in costs per tonne sold in the period, result of higher international prices over 2021.

EBITDA and EBITDA margin in 2021 accompanied the evolution in gross profit and gross margin.

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SPECIAL STEEL BD

SPECIAL STEEL BD 2020
Volumes (1,000 tonnes)
Production of crude steel 1,654 1,422 16 %
Shipments of steel 1,654 1,252 32 %
Results (R million)
Net Sales 10,980 6,096 80 %
Cost of Goods Sold (9,427 ) (5,795 ) 63 %
Gross profit 1,553 302 415 %
Gross margin (%) 14.1 % 5.0 % 9.2 p.p
EBITDA 1,983 675 194 %
EBITDA margin (%) 18.1 % 11.1 % 7.0 p.p

All values are in US Dollars.

1 – Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

Special steelmarket in Brazil and United States

In Brazil, the heavy vehicle segment in 2021 registered its best performance since 2012. According to ANFAVEA, heavy vehicle production grew 74.6%, driven by robust activity in the construction, agribusiness and machinery and equipment sectors.

In the United States and Canada, the oil and gas industry staged a recovery, with the so-called rig counts reaching 604 on average in 2021, compared to 523 in 2020.

Production &Shipments

Steel production and shipments increased in 2021, mainly due to the improvement in the heavy vehicle and oil and gas markets. In August 2021, the Mogi das Cruzes plant was reactivated due to the recovery in demand.

Operating Result

Net sales increased 80% in 2021 compared to 2020, reflecting the higher shipments in the period, especially for heavy vehicles, which consume 10 times more steel than light vehicles.

Cost of goods sold increased 63%, affected by the higher prices of the key raw materials used to make special steels. The scrap price increased by 45% in 2021 compared to 2020.

Gross profit and gross margin were higher than in 2020. Note that the capacity utilization rate, which stood at 42% in 2020, reached 61% in 2021.

EBITDA and EBITDA margin were higher as well, with the increase in sales per tonne surpassing the cost of goods sold per tonne.

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ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG) FACTORS

As a result of the Annual Shareholders Meeting, which was held 100% virtually, the Board of Directors is now composed of seven members, three of whom are independent.

At the Meeting, around 2,080 shareholders participated via Absentee Ballot. Of these, 427 voted in the separate election for the Board of Directors, which elected one representative of the non-controlling preferred shareholders.

Gerdau remained a component of the Carbon Efficient Index (ICO2) of the São Paulo Stock Exchange (B3) and of ESG indexes. We also intensified our work with consulting firms specializing in vote recommendations and ESG ratings.

The Company’s climate management initiatives received from the Carbon Disclosure Project (CDP) a score of B in the Climate Change module, which represents improvement from the previous cycle and is above the average score for South America and the industry. The CDP is a non-profit organization that manages an environmental information reporting platform to help investors, companies, cities, states and regions manage their environmental impacts, including on climate change.

In our Integrated Report 2020, published in May 2021, for the first time we correlated GRI indicators with those of the Sustainability Accounting Standards Board (SASB). In the Report of the Brazilian Code of Corporate Governance (ICVM 586), we maintained compliance with 67% of practices, which is above the average of publicly held companies.

As a subsequent event, on January 28, 2022, the Board of Directors of Gerdau S.A., after assessing the impacts of setting a target for reducing carbon emissions as well as the method and channels for reporting on progress and communicating other developments, based on studies presented and discussed with the Strategy and Sustainability Committee, approved: (i) a change in the target for reducing scope 1 and 2 carbon emissions, by 2031, from 0.93 t CO2e/t of steel (base year 2020) to 0.83 t CO2e/t of steel; and (ii) the ambition of becoming carbon neutral by 2050, which is a reality that will be achieved in accordance with the availability of disruptive technologies on an industrial scale and public policies enabling their implementation.

For more information on the target for reducing CO2 emissions, access the Material Fact notice issued by the Company.

To learn more about the ESG Action Plan, please see the Results Center, the Integrated Report and our Bylaws, Codes and Policies.

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INFORMATION ON THE PARENT COMPANY

Gerdau S.A. is a publicly traded corporation with registered office in the city of São Paulo. The Company is engaged in holding interests in other companies and producing and marketing steel products in the special steel segment.

Results

A substantial part of the results of Gerdau S.A. comes from investments in subsidiaries and associate companies. In fiscal year 2021, these investments generated equity income of R$ 13.7 billion. On December 31, 2020, the value of these investments generated equity income of R$ 4.1 billion.

In 2021, the Company sold 841,000 tonnes of steel products, which generated net sales of R$ 6 billion at a cost of goods sold of R$ 4.8 billion. Gross margin in the year stood at 19.6%.

In fiscal year 2021, the financial result (financial income, financial expenses, net exchange variation and losses from financial instruments) was negative R$ 1 billion, compared to negative R$ 2.3 billion in 2020. This variation in the financial result was mainly due to the effect from exchange variation on related-party debt (depreciation in the price of the Brazilian real against the U.S. dollar of 5% in 2021, compared to depreciation of 31% in 2020).

Gerdau S.A. recorded net income of R$ 15.6 billion in 2021, which corresponds to R$ 9.36 per share outstanding, compared to net income of R$ 2.4 billion in 2020, which corresponds to R$ 1.39 per share outstanding. The result is primarily explained by the performance of operating result, which was supported by the favorable scenario combined with management’s efficiency during the year.

On December 31, 2021, the shareholders’ equity of the Company amounted to R$ 42.6 billion, representing book value of R$ 24.98 per share.

Net debt (loans and financing, plus debentures, less cash, cash equivalents and financial investments) plus related-party debt amounted to R$ 8.8 billion on December 31, 2021 and R$ 8.6 billion on December 31, 2020. The increase was due to the effects from exchange variation on the debt of Gerdau S.A.

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RELATIONSHIP WITH INDEPENDENT AUDITOR

The Company’s policy for hiring any services from the independent auditor unrelated to external audit is based on the principles that preserve the independence of the auditor, namely: (a) auditors must not audit their own work; (b) auditors may not hold management positions at their clients; and (c) auditors must not promote the interests of their clients.

Audit fees refer to professional services rendered in the audit of the Company's consolidated financial statements, quarterly reviews of the Company's consolidated financial statements, corporate audits and interim reviews of certain subsidiaries, in accordance with applicable legislation. Audit fees comprise due diligence services commonly performed by the external auditors in the event of an acquisition and advisory services on accounting standards and transactions. All fees unrelated to audit services refer primarily to services rendered to the Company's subsidiaries abroad to comply with tax requirements.

In compliance with CVM Instruction 381/2003, Gerdau S.A. informs that KPMG Auditores Independentes, the Company’s independent auditor, did not render any services other than those related to the external audit that represented more than five percent (5%) of all audit fees during fiscal year 2021.

ACKNOWLEDGMENTS

Lastly, the Company thanks its clients, shareholders, suppliers, financial institutions, government agencies and all other stakeholders for their important support, and especially our team of employees for their hard work and dedication.

DECLARATION OF THE OFFICERS

In accordance with article 25 of CVM Instruction 480 of December 7, 2009, the Board of Executive Officers declares that it has reviewed, discussed and is in agreement with the Financial Statements for the fiscal year ended December 31, 2021 and with the opinions expressed in the Independent Auditor’s report on the Financial Statements, issued on this date.

São Paulo, February 22, 2022

THE MANAGEMENT

This document contains forward-looking<br>statements. These statements are based on estimates, information or methods that may be incorrect or inaccurate and that may not occur.<br>These estimates are also subject to risks, uncertainties and assumptions that include, among other factors: general economic, political<br>and commercial conditions in Brazil and in the markets where we operate, as well as existing and future government regulations. Potential<br>investors are cautioned that these forward-looking statements do not constitute guarantees of future performance, given that they involve<br>risks and uncertainties. Gerdau does not undertake and expressly waives any obligation to update any of these forward-looking statements,<br>which are valid only on the date on which they were made.
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