Form 20-F - Gerdau

More documents

Recommendations

Info

TABLE OF CONTENTS Page INTRODUCTION............................................................................................................................................ 3 PART I.............................................................................................................................................................. 4 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS ................. 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE ................................................... 4 ITEM 3. KEY INFORMATION ........................................................................................................ 4 ITEM 4. INFORMATION ON THE COMPANY............................................................................. 8 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS...................................... 30 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ....................................... 41 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ..................... 47 ITEM 8. FINANCIAL INFORMATION........................................................................................... 48 ITEM 9. THE OFFER AND LISTING.............................................................................................. 54 ITEM 10. ADDITIONAL INFORMATION...................................................................................... 58 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .. 69 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES .................. 71 ITEM 13. DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES.......................... 71 PART II ............................................................................................................................................................ 72 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ................................................................................................................... 72 ITEM 15. CONTROLS AND PROCEDURES.................................................................................. 72 ITEM 16. AUDIT COMMITTEE FINANCIAL EXPERT................................................................ 72 PART III........................................................................................................................................................... 75 ITEM 17. FINANCIAL STATEMENTS........................................................................................... 75 ITEM 18. FINANCIAL STATEMENTS........................................................................................... 75 ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS .............................................................. 75 CERTIFICATION OF CEO AND CFO 2
INTRODUCTION Unless otherwise indicated, all references herein (i) to the “Company” or to “Gerdau” are references to Gerdau S.A., a corporation organized under the laws of the Federative Republic of Brazil (“Brazil”) and its consolidated subsidiaries, (ii) to “Açominas” are to Aço Minas Gerais S.A. – Açominas prior to November 2003 when the same company underwent a corporate reorganization, receiving all of Gerdau’s Brazilian operating assets and liabilities and being renamed Gerdau Açominas S.A., (iii) to “Gerdau Açominas” are to Gerdau Açominas S.A. after November 2003 and to Açominas before such date, (iii) to “Preferred Shares” and “Common Shares” refer to the Company's authorized and outstanding preferred stock and common stock, designated as ações preferenciais and ações ordinárias, respectively, all without par value. All references herein to the “real”, “reais” or "R$" are to the Brazilian real, the official currency of Brazil. All references to (i) “U.S.”, “dollars”, “U.S.$” or “$” are to United States dollars, (ii) “Canadian dollars” or “Cdn$” are to Canadian dollars (iii) “billions” are to thousands of millions, (iii) “km” are to kilometers, and (iv) “tons” are to metric tons The Company has prepared the consolidated financial statements included herein in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The investments in Sipar Aceros S.A. in Argentina (in which a 38% stake is held), in Gallatin Steel Co., Bradley Steel Processor and MRM Guide Rail in the United States, of which Gerdau Ameristeel holds 50% of the total capital, the investments in Armacero Industrial y Comercial Limitada, in Chile, in which the Company holds a 50% stake and the investment in Dona Francisca Energética S.A, in Brazil, in which the Company holds a 51.82% stake, are consolidated using the equity method of accounting. Unless otherwise indicated, all information in this Annual Report is stated as of December 31, 2003. Subsequent developments are discussed in Item 8 – Significant Changes. CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS Statements made in this Annual Report with respect to the Company’s current plans, estimates, strategies, beliefs and other statements that are not historical facts are forward-looking statements about the Company’s future performance. Forward-looking statements include but are not limited to those using words such as “believe”, “expect”, “plans”, “strategy”, “prospects”, “forecast”, “estimate”, “project”, “anticipate”, “may” or “might” and words of similar meaning in connection with a discussion of future operations or financial performance. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. The Company cautions potential investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, so that you should not place undue reliance on them. Potential investors should not rely on any obligation on the part of the Company to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, with the Company disclaiming any such obligation. Risks and uncertainties that might affect the Company include, but are not limited to: (i) general economic conditions in the Company’s markets, particularly levels of spending; (ii) exchange rates, particularly between the real and the U.S. dollar, and other currencies in which the Company realizes significant sales or in which its assets and liabilities are denominated; and (iii) the outcome of contingencies. 3
Page 1: U.S. SECURITIES AND EXCHANGE COMMIS
Page 5 and 6: (ii) The information on numbers of
Page 7 and 8: seriously adverse impact on the pro
Page 9 and 10: the state of Minas Gerais). As of t
Page 11 and 12: Dona Francisca hydroelectric plant,
Page 13 and 14: Chile and Uruguay At the Renca unit
Page 15 and 16: In the United States, Gerdau Ameris
Page 17 and 18: local sea port with installed plant
Page 19 and 20: Iron Ore Gerdau Açominas uses iron
Page 21 and 22: Consolidated shipments by Region In
Page 23 and 24: In general, employees of the Tampa
Page 25 and 26: Distribution of shares (% stake in
Page 27 and 28: DFESA aims to meet the demands of D
Page 29 and 30: Location of plants, capacity, equip
Page 31 and 32: January Year ended December 31 to M
Page 33 and 34: the foreign exchange adjustment tha
Page 35 and 36: Total debt amounted to $ 2,088.6 mi
Page 37 and 38: adverse effect on the Company’s b
Page 39 and 40: Purchase obligations correspond to
Page 41 and 42: ecognized in our financial statemen
Page 43 and 44: B. COMPENSATION The employees’ co
Page 45 and 46: President Jorge Gerdau Johannpeter
Page 47 and 48: E. SHARE OWNERSHIP The following ch
Page 49 and 50: exceeding $ 5 million) are detailed
Page 51 and 52: supported by a previous ruling by t
Page 53 and 54:
interest as described here is subje
Page 55 and 56:
Closing Prices GGBR4 - Monthly Basi
Page 57 and 58:
members. The BOVESPA currently has
Page 59 and 60:
The General Shareholders’ meeting
Page 61 and 62:
Euro Commercial Paper A Euro Commer
Page 63 and 64:
foreign investment controls and hol
Page 65 and 66:
outside Brazil, are subject to Braz
Page 67 and 68:
foreign personal holding company (
Page 69 and 70:
Information Reporting and Backup Wi
Page 71 and 72:
aggregate mark-to-market (fair valu
Page 73 and 74:
Its subsidiary, Gerdau Ameristeel,
Page 75 and 76:
PART III ITEM 17. FINANCIAL STATEME
Page 77 and 78:
REPORT OF INDEPENDENT REGISTERED PU
Page 79 and 80:
GERDAU S.A. CONSOLIDATED BALANCE SH
Page 81 and 82:
GERDAU S.A. CONSOLIDATED STATEMENTS
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
GERDAU S.A. NOTES TO CONSOLIDATED F
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
terms of these By-Laws, up to an au
Page 137 and 138:
profits, observing the relevant ter
Page 139 and 140:
(d) (e) (f) (g) (h) establishing co
Page 141 and 142:
General Shareholders’ Meeting at
Page 143 and 144:
with limits imposed by law. A condi
Page 145 and 146:
The attached Listing Rules describe
Page 147 and 148:
“Annual Agenda” shall mean a li
Page 149 and 150:
(iv) hold the public meetings dealt
Page 151 and 152:
6.1.1. Submission of the Cash Flow
Page 153 and 154:
6.7.1. If the Differentiated Corpor
Page 155 and 156:
(xiii) it must describe any and all
Page 157 and 158:
9.1. Reporting Requirements. The Se
Page 159 and 160:
corporate reorganization is registe
Page 161 and 162:
(ii) shall not be released from com
Page 163 and 164:
LIST OF ATTACHMENTS TO THE DIFFEREN
Page 165 and 166:
• as regards the 1 st quarter •
Page 167 and 168:
ATTACHMENT B STATEMENT OF CONSENT F
Page 169 and 170:
ATTACHMENT D STATEMENT OF CONSENT F
Page 171 and 172:
EHXIBIT 4.02 GERDAU S.A. CNPJ/MF N
Page 173 and 174:
7 - EXERCISE OF THE OPTION 7.1. The
Page 175 and 176:
EHXIBIT 11.01 ETHICAL GUIDLINES The
Page 177 and 178:
Retirement • We support people in
Page 179 and 180:
• Our employees use shareholders'
Page 181 and 182:
EHXIBIT 12.01 CERTIFICATION I, Jorg
Page 183 and 184:
EHXIBIT 13.01 CERTIFICATION PURSUAN
show all

Form 20-F - Gerdau

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?