Report of Foreign Issuer (6-k)

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

SECURITIES EXCHANGE ACT OF 1934

Dated March 6, 2015

Commission File Number 1-14878

GERDAU S.A.

(Exact Name as Specified in its Charter)

N/A

(Translation of Registrant’s Name)

Av. Farrapos 1811

Porto Alegre, Rio Grande do Sul - Brazil CEP 90220-005

(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 o

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): o

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): o

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 o

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: March 6, 2015

	GERDAU S.A.


	By:	/s/ André Pires de Oliveira Dias
	Name:	André Pires de Oliveira Dias
	Title:	Executive Vice President Investor Relations Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Quarterly Results—4Q 14, March 4, 2015
99.2		Management Report 2014, March 4, 2015
99.3		Notice to Shareholders—Payment of Dividends, March 4, 2015

Exhibit 99.1

Mission

To create value for our customers, shareholders, employees and communities by operating as a sustainable steel business.

Vision

To be a global organization and a benchmark in any business we conduct.

Values

Be the CUSTOMER’S choice

SAFETY above all

Respected, engaged and fulfilled EMPLOYEES

Pursuing EXCELLENCE with SIMPLICITY

Focus on RESULTS

INTEGRITY with all stakeholders

Economic, social and environmental SUSTAINABILITY

Gerdau is the leading manufacturer of long steel in the Americas and a major global supplier of special steel. In Brazil, also produces flat steel and iron ore, activities that are expanding its product mix and the competitiveness of its operations. Gerdau has industrial operations in 14 countries — the Americas, Europe and Asia — with a combined installed capacity of more than 25 million tonnes of steel a year. It is also Latin America’s biggest recycler and, worldwide, transforms millions of tonnes of scrap metal into steel every year, reinforcing its commitment to sustainable development in the regions where it operates. With more than 120,000 shareholders, Gerdau’s shares are listed on the New York, São Paulo and Madrid stock exchanges.

Highlights in the fourth quarter of 2014

Key Information	4th Quarter 2014		4th Quarter 2013		Variation 4Q14/4Q13		3rd Quarter 2014		Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Steel
Production of Crude Steel (1,000 tonnes)	4,323		4,446		-2.8	%	4,472		-3.3	%	18,028		18,009		0.1	%
Shipments (1,000 tonnes)	4,399		4,555		-3.4	%	4,558		-3.5	%	17,869		18,519		-3.5	%
Net Sales (R$ million)	10,843		10,321		5.1	%	10,706		1.3	%	42,546		39,863		6.7	%
EBITDA (R$ million)	1,536		1,370		12.1	%	1,224		25.5	%	5,126		4,784		7.1	%
Adjusted EBITDA(1) (R$ million)	1,238		1,370		-9.6	%	1,224		1.1	%	4,828		4,784		0.9	%
Net Income (R$ million)	393		492		-20.1	%	262		50.0	%	1,488		1,694		-12.2	%
Gross margin	11.8	%	13.1	%			11.9	%			12.1	%	12.9	%
EBITDA Margin	14.2	%	13.3	%			11.4	%			12.0	%	12.0	%
Adjusted EBITDA Margin	11.4	%	13.3	%			11.4	%			11.3	%	12.0	%
Shareholders’ equity (R$ million)	33,255		32,021				33,208				33,255		32,021
Total Assets (R$ million)	63,042		58,215				61,472				63,042		58,215
Gross debt / Total capitalization (2)	36.0	%	34.0	%			35.0	%			36.0	%	34.0	%
Net debt(3) / EBITDA(4)	2.4x		2.5x				2.7x				2.4x		2.5x

(1) - Adjusted EBITDA = EBITDA CVM Instruction 527 + Impairment of assets - Gains in joint venture operations.

(2) - Total capitalization = shareholders’ equity + gross debt (principal)

(3) - Net debt = gross debt (principal) - cash, cash equivalents and short-term investments

(4) - EBITDA in the last 12 months, note that, 4Q14 and fiscal year 2014 includes gains in joint venture operations.

World Steel Market

Steel Industry Production (1,000 tonnes)	4th Quarter 2014	4th Quarter 2013	Variation 4Q14/4Q13	3rd Quarter 2014	Variation 4Q14/3Q14	Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Crude Steel
Brazil	8,356	8,333	0.3%	8,808	-5.1%	33,912	34,163	-0.7	%
North America (except Mexico)	25,030	24,646	1.6%	26,095	-4.1%	100,943	99,227	1.7	%
Latin America (except Brazil)	8,513	8,238	3.3%	7,953	7.0%	32,232	31,692	1.7	%
Europe	41,528	42,262	-1.7%	40,191	3.3%	166,343	169,390	-1.8	%
India	20,724	20,020	3.5%	20,939	-1.0%	83,197	81,299	2.3	%
China	198,417	193,497	2.5%	204,776	-3.1%	812,804	822,000	-1.1	%
Others	97,909	98,889	-1.0%	97,837	0.1%	398,148	387,356	2.8	%
Total(1)	400,477	395,885	1.2%	406,599	-1.5%	1,627,579	1,625,127	0.2	%

Source: worldsteel and Gerdau

(1) - Figures represent approximately 98% of global production.

· World steel production remained stable in 2014 compared to 2013 (see table above), with China accounting for 49.9% of global production. Average capacity utilization in the world steel industry stood at 76.7% in 2014, compared to 78.4% in 2013. Production performance in the regions where Gerdau operates was as follows: in Brazil, production decreased slightly, in line with the country’s slower economic growth; in North America, the increased production was due to the ongoing economic recovery observed, in particular, in the United States; in Latin America, the increase was due to economic growth in certain countries in the region, despite the impacts observed in the commodities market in general; in Europe, the lower production was due to slower economic growth in certain countries in the region.

· On October 06, 2014, World Steel Association released its latest Short Range Outlook containing forecasts for global apparent steel consumption in 2015, in which it estimated growth at 2.0%. The association revised downward the forecast it made in April 2014 (+3.3% in 2015), due to the slower growth expected in both emerging and developing economies. In the case of China, slower growth is expected in its steel consumption in 2015 (+0.8%), reflecting the structural transformation of its economy. On the other hand, the continued good performance of the U.S. economy should support growth in the country’s apparent consumption of 1.9% in 2015. In the European Union, apparent consumption is also expected to grow in 2015, by 2.9%. In short, apparent steel consumption in developed economies should grow by 1.7% in 2015, while developing economies are expected to grow their consumption by 2.2% in 2015.

Gerdau’s performance in the fourth quarter of 2014

The Consolidated Financial Statements of Gerdau S.A. are presented in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the accounting practices adopted in Brazil, which are fully aligned with the international accounting standards issued by the Accounting Pronouncement Committee (CPC).

The information in this report does not include data for jointly controlled entities and associate companies, except where stated otherwise.

Consolidated Information

Steel Production and Shipments

Consolidated (1,000 tonnes)	4th Quarter 2014	4th Quarter 2013	Variation 4Q14/4Q13		3rd Quarter 2014	Variation 4Q14/3Q14		Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Production of crude steel	4,323	4,446	-2.8	%	4,472	-3.3	%	18,028	18,009	0.1	%
Shipments of steel	4,399	4,555	-3.4	%	4,558	-3.5	%	17,869	18,519	-3.5	%

· Consolidated crude steel production decreased in 4Q14 in relation to 4Q13 and 3Q14, accompanying the lower shipments in the period.

· Consolidated shipments decreased in 4Q14 compared to 4Q13, reflecting the lower steel shipments in all business operations. Compared to 3Q14, the decrease was due to seasonality.

Consolidated Results

Net sales, cost and gross margin

Consolidated (R$ million)	4th Quarter 2014		4th Quarter 2013		Variation 4Q14/4Q13		3rd Quarter 2014		Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales	10,843		10,321		5.1	%	10,706		1.3	%	42,546		39,863		6.7	%
Cost of Goods Sold	(9,559	)	(8,971	)	6.6	%	(9,430	)	1.4	%	(37,406	)	(34,728	)	7.7	%
Gross profit	1,284		1,350		-4.9	%	1,276		0.6	%	5,140		5,135		0.1	%
Gross margin (%)	11.8	%	13.1	%			11.9	%			12.1	%	12.9	%

· Consolidated net sales increased in 4Q14 compared to 4Q13, which is mainly explained by the effects from exchange variation arising from the depreciation in the average price of the Brazilian real against the currencies of the countries where Gerdau operates and by the net sales growth at the North America BO. Compared to 3Q14, consolidated net sales increased, mainly reflecting the higher exports from Brazil and the higher net sales in the Latin America BO due to the effects from exchange variation.

· On a consolidated basis, gross profit and gross margin fell in 4Q14 compared to 4Q13, due to the weaker performances of the Iron Ore and Brazil BOs, which were partially offset by the better performances of the North America and Special Steel BOs. Compared to 3Q14, the relative stability in consolidated gross profit and gross margin reflects the Company’s geographic diversification, with the better performance of the Brazil BO offsetting the reduction observed in the North America BO.

Selling, general and administrative expenses

Consolidated (R$ million)	4th Quarter 2014		4th Quarter 2013		Variation 4Q14/4Q13		3rd Quarter 2014		Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Selling expenses	166		165		0.6	%	172		-3.5	%	691		659		4.9	%
General and administrative expenses	515		504		2.2	%	489		5.3	%	2,037		1,953		4.3	%
Total	681		669		1.8	%	661		3.0	%	2,728		2,612		4.4	%
% of net sales	6.3	%	6.5	%			6.2	%			6.4	%	6.6	%

· Selling, general and administrative expenses as a ratio of net sales remained relatively stable in relation to both 4Q13 and 3Q14, demonstrating the efforts made by the Company over the course of 2014 to rationalize these expenses.

Other operating income (expenses)

Consolidated (R$ million)	4th Quarter 2014		4th Quarter 2013	Variation 4Q14/4Q13		3rd Quarter 2014	Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013	Variation 2014/2013
Other operating income (expenses)	33		109	-69.7	%	19	73.7	%	88		178	-50.6	%
Impairment of assets	(339	)	—	—		—	—		(339	)	—	—
Gains in joint ventures operations	637		—	—		—	—		637		—	—
Equity in earnings of unconsolidated companies	13		19	-31.6	%	35	-62.9	%	102		54	88.9	%

· The reduction in the line “other operating income (expenses)” in 4Q14 compared to 4Q13 is explained by the divestments of commercial properties in Brazil in the amount of R$ 98.6 million that were recorded in 4Q13.

· The line “Impairment of assets” recorded in 2014 refers to the lack of expectation of utilizing certain assets in the Latin American BO identified through impairment testing.

· The line “gain in joint ventures operations” in 4Q14 includes the sale of the 50% interest in Gallatin Steel Company on October 8, 2014.

· The jointly controlled entities and associate companies, whose results are calculated using the equity method, recorded steel shipments of 142,000 tonnes in 4Q14 based on their respective equity interests, resulting in net sales of R$ 345.7 million.

EBITDA

Breakdown of Consolidated EBITDA (R$ million)	4th Quarter 2014		4th Quarter 2013		Variation 4Q14/4Q13		3rd Quarter 2014		Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net income	393		492		-20.1	%	262		50.0	%	1,488		1,694		-12.2	%
Net financial result	673		355		89.6	%	575		17.0	%	1,561		1,301		20.0	%
Provision for income and social contribution taxes	(120	)	(39	)	207.7	%	(168	)	-28.6	%	(150	)	(241	)	-37.8	%
Depreciation and amortization	590		562		5.0	%	555		6.3	%	2,227		2,030		9.7	%
EBITDA (1)	1,536		1,370		12.1	%	1,224		25.5	%	5,126		4,784		7.1	%
EBITDA Margin	14.2	%	13.3	%			11.4	%			12.0	%	12.0	%
Impairment of Assets	339		—		—		—		—		339		—		—
Gains in joint ventures operations	(637	)	—		—		—		—		(637	)	—		—
Adjusted EBITDA(1)	1,238		1,370		-9.6	%	1,224		1.1	%	4,828		4,784		0.9	%
Adjusted EBITDA Margin	11.4	%	13.3	%			11.4	%			11.3	%	12.0	%

(1) - Includes the results from jointly controlled entities and associate companies based on the equity income method.

Note: EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a method used in accounting practices, does not represent cash flow for the periods in question and should not be considered an alternative to cash flow as an indicator of liquidity.
The Company’s EBITDA was calculated pursuant to Instruction 527 of the CVM, as well as EBITDA adjusted to provide more information on the cash flow generation in the period.

Conciliation of Consolidated EBITDA (R$ million)	4th Quarter 2014		4th Quarter 2013		3rd Quarter 2014		Fiscal Year 2014		Fiscal Year 2013
EBITDA (1)	1,536		1,370		1,224		5,126		4,784
Depreciation and amortization	(590	)	(562	)	(555	)	(2,227	)	(2,030	)
OPERATING INCOME BEFORE FINANCIAL RESULT AND TAXES(2)	946		808		669		2,899		2,754

(1) - Non-accounting measure calculated pursuant to Instruction 527 of the CVM.

(2) - Accounting measurement disclosed in consolidated Statements of Income.

Consolidated EBITDA (R$ million) and EBITDA Margin (%)

· Adjusted EBITDA and adjusted EBITDA margin decreased in 4Q14 compared to 4Q13, mainly due to the weaker performances of the Iron Ore and Brazil BOs, which was partially offset by the better performances of the North America and Special Steel BOs. Compared to 3Q14, adjusted EBITDA and adjusted EBITDA margin accompanied the stability in gross profit and gross margin, due to the better performance of the Brazil BO, which offset the reduction observed in the North America BO.

Net financial result and net income

Consolidated (R$ million)	4th Quarter 2014		4th Quarter 2013		Variation 4Q14/4Q13		3rd Quarter 2014		Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Income before financial income (expenses) and taxes (1)	946		808		17.1	%	669		41.4	%	2,899		2,754		5.3	%
Financial Result	(673	)	(355	)	89.6	%	(575	)	17.0	%	(1,561	)	(1,301	)	20.0	%
Financial income	60		91		-34.1	%	66		-9.1	%	276		293		-5.8	%
Financial expenses	(392	)	(280	)	40.0	%	(346	)	13.3	%	(1,397	)	(1,053	)	32.7	%
Exchange variation, net	(372	)	(177	)	110.2	%	(308	)	20.8	%	(476	)	(544	)	-12.5	%
Exchange variation on net investment hedge	(214	)	(118	)	81.4	%	(260	)	-17.7	%	(328	)	(323	)	1.5	%
Exchange variation - other lines	(158	)	(59	)	167.8	%	(48	)	229.2	%	(148	)	(221	)	-33.0	%
Gains (losses) on financial instruments, net	31		11		181.8	%	13		138.5	%	36		3		1100.0	%
Income before taxes (1)	273		453		-39.7	%	94		190.4	%	1,338		1,453		-7.9	%
Income and social contribution taxes	120		39		207.7	%	168		-28.6	%	150		241		-37.8	%
On net investment hedge	214		118		81.4	%	260		-17.7	%	328		323		1.5	%
Other lines	(94	)	(79	)	19.0	%	(92	)	2.2	%	(178	)	(82	)	117.1	%
Consolidated Net Income (1)	393		492		-20.1	%	262		50.0	%	1,488		1,694		-12.2	%

(1) - Includes the results from jointly controlled entities and associate companies based on the equity income method.

· In 4Q14 compared to 4Q13, the higher negative financial result mainly reflects the higher negative exchange variation on liabilities contracted in U.S. dollar (depreciation in the end-of-period price of the Brazilian real against

the U.S. dollar of 8.4% in 4Q14 and 5.0% in 4Q13) and the higher financial expenses resulting from the increase in gross debt in the comparison periods.

· Compared to 3Q14, the higher negative financial result is explained mainly by the higher financial expenses of subsidiaries abroad due to exchange variation.

· Note that, in accordance with the IFRS, the Company designated the bulk of its debt in foreign currency contracted by companies in Brazil as a hedge for a portion of the investments in subsidiaries located abroad. As a result, only the effect from exchange variation on the portion of debt not linked to investment hedge is recognized in the financial result, with this effect neutralized by the line “Income and Social Contribution taxes on net investment hedge.”

· Consolidated net income decreased in 4Q14 compared to 4Q13, mainly due to the higher negative financial result, despite the higher operating income, which includes the non-recurring events described in “Other operating revenue and expenses.” Compared to 3Q14, the increase in net income was mainly due to the higher operating income, despite the higher negative financial result.

Dividends

· Gerdau S.A., based on the results in 4Q14, approved the prepayment of the minimum mandatory dividend of R$ 119.3 million (R$ 0.07 per share).

Payment date: March 26, 2015

Record date: close of trading on March 16, 2015

Ex-dividend date: March 17, 2015

· In 2014, Gerdau S.A. distributed R$ 426.1 million (R$ 0.25 per share) in the form of dividends and interest on equity.

Investments

· In 4Q14, investments in fixed assets amounted to R$ 673.1 million. Of the amount invested in the quarter, 41.3% was allocated to the Brazil BO, 21.0% to the Special Steel BO, 14.4% to the North America BO, 16.8% to the Latin America BO and 6.5% to the Iron Ore BO.

· In 2014, investments in fixed assets amounted to R$ 2.3 billion, which was inflated by the depreciation in the Brazilian real against the U.S. dollar in the closing months of the year, since most investments are linked to the dollar. The Company continued to invest in its ongoing capacity expansion and productivity improvement projects, as well as in the maintenance actions scheduled for the period.

· Based on the investments scheduled for 2015, Gerdau plans to invest R$ 1.9 billion, considering the investments in productivity improvements and maintenance.

Working Capital and Cash Conversion Cycle

· In December 2014, the cash conversion cycle (working capital divided by daily net sales in the quarter) decreased slightly in relation to September 2014, reflecting the growth in net sales and decline in working capital.

· Note that the decrease in working capital of R$ 100.0 million between September and December includes the effects from exchange variation, especially on the working capital of companies abroad. Excluding this variation, the cash effect on the reduction in working capital was R$ 469.0 million.

Financial Liabilities

Debt composition (R$ million)	12.31.2014		09.30.2014		12.31.2013
Short Term	2,038		1,949		1,838
Local Currency (Brazil)	79		35		491
Foreign Currency (Brazil)	304		281		262
Companies abroad	1,655		1,633		1,085
Long Term	17,484		16,516		14,869
Local Currency (Brazil)	4,073		4,245		2,927
Foreign Currency (Brazil)	10,717		9,395		8,725
Companies abroad	2,694		2,876		3,217
Gross Debt (principal + interest)	19,522		18,465		16,707
Interest on the debt	(344	)	(340	)	(391	)
Gross Debt (principal)	19,178		18,125		16,316
Cash, cash equivalents and short-term investments	5,849		4,671		4,222
Net Debt(1)	13,329		13,454		12,094

(1) - Net debt = gross debt (principal) - cash, cash equivalents and short-term investments

· On December 31, 2014, the composition of gross debt (principal) was 8.8% short term and 91.2% long term. The foreign currency exposure of gross debt (principal + interest) stood at 78.7% on December 31, 2014. The R$ 1.1 billion increase in gross debt between September and December 2014 was due to the effect of exchange variation in the period. Excluding this effect, gross debt would have decreased by R$ 412 million.

· The increase in the cash position of R$ 1.2 billion between September and December 2014 is mainly explained by the recording of the proceeds from the divestment of Gallatin Steel Company. On December 31, 2014, 40.7% of this cash was held by Gerdau companies abroad and denominated mainly in U.S. dollar.

· The slight decrease in net debt on December 31, 2014 compared to September 30, 2014 was due to the growth in the cash position more than offsetting the growth in gross debt.

· On December 31, 2014, the nominal weighted average cost of gross debt (principal) was 6.5%, or 9.4% for the portion denominated in Brazilian real, 5.9% plus foreign exchange variation for the portion denominated in U.S. dollar contracted by companies in Brazil, and 5.9% for the portion contracted by subsidiaries abroad. On December 31, 2014, the average gross debt term was 7.1 years.

· The Company’s main debt indicators are shown below:

Indicators	12.31.2014		09.30.2014		12.31.2013
Gross debt / Total capitalization (1)	36	%	35	%	34	%
Net debt(2) / EBITDA (3)	2.4x		2.7x		2.5x
EBITDA (3) / Net financial expenses (3)	5.1x		5.2x		6.3x

(1) - Total capitalization = shareholders’ equity + gross debt (principal)

(2) - Net debt = gross debt (principal) - cash, cash equivalents and short-term investments

(3) - EBITDA in the last 12 months.

Note: EBITDA in the last 12 months, note that, 4Q14 and fiscal year 2014 includes gains in joint venture operations.

Indebtedness

(R$ billion)

· On December 31, 2014, the gross debt (principal) payment schedule was as follows:

Amortization schedule of gross debt (principal)

Short Term		R$ million
1st quarter of 2015		466
2nd quarter of 2015		288
3rd quarter of 2015		794
4th quarter of 2015		146
Total		1,694

Long Term		R$ million
2016		893
2017		3,152
2018		755
2019 and after		12,684
Total		17,484

Subsequent Events

Share Buyback

· On January 19, 2015, Gerdau S.A. announced a buyback program involving up to 30,000,000 preferred shares (GGBR4) or American Depositary Receipts — ADRs (GGB), representing in aggregate approximately 3.4% of the preferred shares comprising the free-float, which on December 31, 2014 totaled 875,443,630 shares, for the purposes of: (i) meeting the needs of the Long Term Incentive Programs of the Company and its subsidiaries; (ii) holding in treasury; (iii) cancelling; or (iv) subsequent sale in the market. The program will have a maximum term of three months, from January 19, 2015 to April 17, 2015, inclusive.

Business Operations (BO)

The information in this report is divided into five Business Operations (BO), in accordance with Gerdau’s corporate governance, as follows:

· Brazil BO — includes the steel operations in Brazil (except special steel) and the metallurgical and coking coal operation in Colombia;

· North America BO — includes all North American operations, except Mexico and special steel;

· Latin America BO — includes all Latin American operations, except the operations in Brazil and the metallurgical and coking coal operation in Colombia;

· Special Steel BO — includes the special steel operations in Brazil, Spain, United States and India.

· Iron Ore BO — includes the iron ore operations in Brazil.

Net sales

EBITDA and EBITDA Margin

Brazil BO

Production and shipments

Brazil BO (1,000 tonnes)	4th Quarter 2014	4th Quarter 2013	Variation 4Q14/4Q13		3rd Quarter 2014	Variation 4Q14/3Q14		Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Production of crude steel	1,619	1,691	-4.3	%	1,603	1.0	%	6,458	6,963	-7.3	%
Shipments of steel	1,738	1,792	-3.0	%	1,660	4.7	%	6,583	7,281	-9.6	%
Domestic Market	1,357	1,416	-4.2	%	1,369	-0.9	%	5,540	5,883	-5.8	%
Exports	381	376	1.3	%	291	30.9	%	1,043	1,398	-25.4	%

· Crude steel production decreased in 4Q14 compared to 4Q13, mainly due to the lower shipments in the period. Compared to 3Q14, production increased slightly, due to the higher exports in the period.

· Steel shipments decreased in 4Q14 compared to 4Q13, due to weaker demand caused by slower growth in the construction and manufacturing industries in Brazil, reflecting the country’s weak GDP growth. Compared to 3Q14, shipments registered growth due to higher exports, driven by improvement in the international market for semi-finished products.

Operating result

Brazil BO	4th Quarter 2014		4th Quarter 2013		Variation 4Q14/4Q13		3rd Quarter 2014		Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales (R$ million)	3,634		3,747		-3.0	%	3,559		2.1	%	14,294		14,837		-3.7	%
Domestic Market	3,039		3,175		-4.3	%	3,131		-2.9	%	12,635		12,863		-1.8	%
Exports(1)	595		572		4.0	%	428		39.0	%	1,659		1,974		-16.0	%
Cost of Goods Sold (R$ million)	(2,915	)	(2,982	)	-2.2	%	(2,967	)	-1.8	%	(11,641	)	(11,884	)	-2.0	%
Gross profit (R$ million)	719		765		-6.0	%	592		21.5	%	2,653		2,953		-10.2	%
Gross margin (%)	19.8	%	20.4	%			16.6	%			18.6	%	19.9	%
EBITDA (R$ million)	738		848		-13.0	%	587		25.7	%	2,654		2,978		-10.9	%
EBITDA margin (%)	20.3	%	22.6	%			16.5	%			18.6	%	20.1	%

(1) - Includes coking coal and coke net sales.

· The lower net sales in 4Q14 compared to 4Q13 was mainly due to the lower shipments in the domestic market. Compared to 3Q14, the increase in net sales was mainly due to higher exports in the period, despite the less favorable sales mix in the domestic market.

· Cost of goods sold decreased in 4Q14 compared to 4Q13, accompanying the lower shipments in the period. The decrease in net sales to a greater degree than the decrease in cost of goods sold led to a slight reduction in gross margin in the period. Compared to 3Q14, the increase in gross margin is explained by the greater dilution of fixed costs resulting from higher exports and lower production costs at the Ouro Branco unit.

· EBITDA decreased in 4Q14 compared to 4Q13, which reflects the recording in 4Q13 of the proceeds from property divestments in the amount of R$98.6 million. Excluding this effect, EBITDA margin remained relatively stable in the comparison period. Compared to 3Q14, the performance of EBITDA margin accompanied the performance of gross margin.

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

North America BO

Production and shipments

North America BO (1,000 tonnes)	4th Quarter 2014	4th Quarter 2013	Variation 4Q14/4Q13		3rd Quarter 2014	Variation 4Q14/3Q14		Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Production of crude steel	1,509	1,549	-2.6	%	1,705	-11.5	%	6,649	6,121	8.6	%
Shipments of steel	1,402	1,476	-5.0	%	1,648	-14.9	%	6,154	6,145	0.1	%

· Production decreased in 4Q14 compared to 4Q13 and 3Q14, mainly due to the lower shipments and efforts to optimize inventories.

· Shipments decreased in 4Q14 compared to 4Q13, due to greater pressure from imported products in the region. Compared to 3Q14, shipments decreased due to seasonality.

Operating result

North America BO	4th Quarter 2014		4th Quarter 2013		Variation 4Q14/4Q13		3rd Quarter 2014		Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales (R$ million)	3,516		3,102		13.3	%	3,694		-4.8	%	14,049		12,562		11.8	%
Cost of Goods Sold (R$ million)	(3,284	)	(2,964	)	10.8	%	(3,346	)	-1.9	%	(13,093	)	(11,919	)	9.8	%
Gross profit (R$ million)	232		138		68.1	%	348		-33.3	%	956		643		48.7	%
Gross margin (%)	6.6	%	4.4	%			9.4	%			6.8	%	5.1	%
EBITDA (R$ million)(1)	199		139		43.2	%	337		-40.9	%	888		575		54.4	%
EBITDA margin (%)(1)	5.7	%	4.5	%			9.1	%			6.3	%	4.6	%

(1) Adjusted EBITDA and adjusted EBITDA margin in the 4Q14 and 2014 (does not include gains in joitn venture operations).

· Net sales increased in 4Q14 compared to 4Q13, mainly due to the increase in net sales per tonne sold in U.S. dollar and the effect from exchange variation (11.7% depreciation in the average price of the Brazilian real against the U.S. dollar), despite the lower shipments. Compared to 3Q14, net sales decreased, due to the lower shipments, which were partially offset by the exchange variation in the period (11.8% depreciation in the average price of the Brazilian real against the U.S. dollar).

· The increase in net sales at a higher pace than the increase in cost of goods sold supported gross margin expansion in 4Q14 compared to 4Q13. Compared to 3Q14, the decrease in gross margin was due to lower shipments and the resulting lower dilution of fixed costs.

· The higher EBITDA recorded in 4Q14 compared to 4Q13 is explained by the increase in gross profit, which supported EBITDA margin expansion. Compared to 3Q14, the lower gross profit led to reductions in EBITDA and EBITDA margin. Note that the result of this operation in 4Q14 does not include the equity in earnings from Gallatin Steel Company, due to the divestment of this asset on October 8, 2014.

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

Latin America BO

Production and shipments

Latin America BO
(1,000 tonnes)

4th Quarter
2014

4th Quarter

2013

Variation
4Q14/4Q13

3rd Quarter
2014

Variation
4Q14/3Q14

Fiscal Year
2014

Fiscal Year
2013

Variation
2014/2013

Production of crude steel

384

426

-9.9

386

-0.5

1,614

1,726

-6.5

Shipments of steel

664

715

-7.1

647

2.6

2,623

2,807

-6.6

· Production and shipments decreased in 4Q14 compared to 4Q13, due to the growth in imports and slower economic growth in the region.

Operating result

Latin America BO	4th Quarter 2014		4th Quarter 2013		Variation 4Q14/4Q13		3rd Quarter 2014		Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales (R$ million)	1,541		1,464		5.3	%	1,428		7.9	%	5,670		5,366		5.7	%
Cost of Goods Sold (R$ million)	(1,377	)	(1,295	)	6.3	%	(1,277	)	7.8	%	(5,023	)	(4,801	)	4.6	%
Gross profit (R$ million)	164		169		-3.0	%	151		8.6	%	647		565		14.5	%
Gross margin (%)	10.6	%	11.5	%			10.6	%			11.4	%	10.5	%
EBITDA (R$ million)(1)	109		136		-19.9	%	109		0.0	%	470		428		9.8	%
EBITDA margin (%)(1)	7.1	%	9.3	%			7.6	%			8.3	%	8.0	%

(1) Adjusted EBITDA and adjusted EBITDA margin in 4T14 and 2014 (does not include the impairment of assets).

· Net sales increased in 4Q14 compared to 4Q13, which is explained by the exchange variation impact resulting from the depreciation in the average price of the Brazilian real against the currencies of the countries where Gerdau operates, despite the reduction in shipments. Compared to 3Q14, the increase in net sales was due to the exchange variation and higher shipments in 4Q14.

· Cost of goods sold increased in 4Q14 compared to 4Q13 due to the effects of exchange variation, despite the lower shipments. Compared to 3Q14, cost of goods sold increased, driven by the effects of exchange variation and the higher shipments in 4Q14. In 4Q14, gross margin remained relatively stable in relation to both 4Q13 and 3Q14 due to the proportionate increases in net sales and cost of goods sold in the comparison periods.

· EBITDA decreased in 4Q14 compared to 4Q13 due to the non-recurring increase in operating expenses, which also impacted EBITDA margin in the period. Compared to 3Q14, EBITDA in nominal terms remained stable.

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

Special Steel BO

Production and shipments

Special Steel BO
(1,000 tonnes)

4th Quarter
2014

4th Quarter
2013

Variation
4Q14/4Q13

3rd Quarter
2014

Variation
4Q14/3Q14

Fiscal Year

2014

Fiscal Year
2013

Variation
2014/2013

Production of crude steel

811

780

4.0

778

4.2

3,307

3,199

3.4

Shipments of steel

677

711

-4.8

710

-4.6

2,894

2,857

1.3

· The increase in crude steel production in 4Q14 compared to 4Q13 was driven by higher production at the units in Spain and the United States, where demand from the automotive industry has been improving. Compared to 3Q14, the increase in production occurred mainly at the units in Spain due to seasonality (summer vacation).

· Shipments decreased in 4Q14 compared to both 4Q13 and 3Q14, due to weaker demand in Brazil.

Operating result

Special Steel BO	4th Quarter 2014		4th Quarter 2013		Variation 4Q14/4Q13		3rd Quarter 2014		Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales (R$ million)	2,104		2,044		2.9	%	2,095		0.4	%	8,644		8,023		7.7	%
Cost of Goods Sold (R$ million)	(1,911	)	(1,911	)	0.0	%	(1,921	)	-0.5	%	(7,922	)	(7,309	)	8.4	%
Gross profit (R$ million)	193		133		45.1	%	174		10.9	%	722		714		1.1	%
Gross margin (%)	9.2	%	6.5	%			8.3	%			8.4	%	8.9	%
EBITDA (R$ million)	254		205		23.9	%	231		10.0	%	918		909		1.0	%
EBITDA margin (%)	12.1	%	10.0	%			11.0	%			10.6	%	11.3	%

· Net sales in 4Q14 compared to 4Q13 and 3Q14 did not accompany the decline in shipments in the comparison periods, due to the effects of exchange variation on shipments at the units abroad and the increase in net sales per tonne sold at the units in Brazil.

· Cost of goods sold remained stable in 4Q14 compared to 4Q13 and 3Q14, despite the lower shipments in the comparison periods, due to the effects of exchange variation on the Special Steel operations abroad. The growth in net sales outpacing the increase in cost of goods sold supported gross margin expansion in 4Q14 compared to 4Q13 and 3Q14.

· EBITDA growth in 4Q14 compared to 4Q13 and 3Q14 was driven by the growth in gross profit, which supported EBITDA margin expansion.

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

Iron Ore BO

Production and shipments

Iron Ore BO (1,000 tonnes)	4th Quarter 2014	4th Quarter 2013	Variation 4Q14/4Q13		3rd Quarter 2014	Variation 4Q14/3Q14		Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Production	1,681	1,842	-8.7	%	2,219	-24.2	%	7,623	5,586	36.5	%
Shipments	2,254	2,139	5.4	%	1,981	13.8	%	7,971	5,017	58.9	%
Gerdau units	1,281	1,088	17.7	%	1,289	-0.6	%	4,404	3,775	16.7	%
Third parties	973	1,051	-7.4	%	692	40.6	%	3,567	1,242	187.2	%

· Production decreased in 4Q14 compared to 4Q13 and 3Q14, due to the operation’s adjustment to the low international iron ore prices.

· Shipments increased in 4Q14 compared to 4Q13, due to the higher volumes shipped to the Ouro Branco unit. Compared to 3Q14, despite the challenging scenario, shipments increased due to the shipments to third parties already scheduled for the period.

Operating result

Iron Ore BO	4th Quarter 2014		4th Quarter 2013		Variation 4Q14/4Q13		3rd Quarter 2014		Variation 4Q14/3Q14		Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales (R$ million)	205		374		-45.2	%	207		-1.0	%	945		704		34.2	%
Gerdau units	80		133		-39.8	%	107		-25.2	%	412		430		-4.2	%
Third parties	125		241		-48.1	%	100		25.0	%	533		274		94.5	%
Cost of Goods Sold (R$ million)	(228	)	(233	)	-2.1	%	(198	)	15.2	%	(788	)	(442	)	78.3	%
Gross profit (R$ million)	(23	)	141		—		9		—		157		262		-40.1	%
Gross margin (%)	-11.2	%	37.7	%			4.3	%			16.6	%	37.2	%
EBITDA (R$ million)	(24	)	141		—		10		—		161		250		-35.6	%
EBITDA margin (%)	-11.7	%	37.7	%			4.8	%			17.0	%	35.5	%

· The decrease in net sales in 4Q14 compared to 4Q13, is explained by the lower prices practiced in international markets.

· Cost of goods sold decreased in 4Q14 compared to 4Q13 due to the lower share in total shipments of shipments to third parties. Even so, the decrease in logistics costs did not accompany the decrease in international iron ore prices, leading to a reduction in gross margin. Compared to 3Q14, the increase in cost of goods sold is explained by higher shipments to third parties, leading to a reduction in gross margin.

· EBITDA decreased in 4Q14 compared to 4Q13 and 3Q14, accompanying the performance of gross profit.

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

Corporate Governance

Corporate Sustainability Index (ISE)

· Gerdau S.A. and Metalúrgica Gerdau S.A. were selected for the ninth consecutive time as components of the Corporate Sustainability Index (ISE) of the São Paulo Stock Exchange (BM&FBovespa). The index composition is valid from January 5, 2015 to January 2, 2016.

Apimec Meeting

· In November 2014, Gerdau held Apimec meetings in São Paulo and Brasília in which approximately 150 people participated.

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 risk, uncertainties and assumptions that include, among other factors: general economic, political and commercial conditions in Brazil and in the markets where we operate and 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.

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

as of December 31, 2014 and 2013

In thousands of Brazilian reais (R$)

	2014	2013
CURRENT ASSETS
Cash and cash equivalents	3,049,971	2,099,224
Short-term investments
Held for Trading	2,798,834	2,123,168
Trade accounts receivable - net	4,438,676	4,078,806
Inventories	8,866,888	8,499,691
Tax credits	686,958	716,806
Income and social contribution taxes recoverable	468,309	367,963
Unrealized gains on financial instruments	41,751	319
Other current assets	331,352	291,245
	20,682,739	18,177,222

NON-CURRENT ASSETS
Tax credits	78,412	103,469
Deferred income taxes	2,567,189	2,056,445
Related parties	80,920	87,159
Judicial deposits	1,430,865	1,155,407
Other non-current assets	375,732	220,085
Prepaid pension cost	196,799	555,184
Investments in associates and jointly-controlled entities	1,394,383	1,590,031
Goodwill	12,556,404	11,353,045
Other Intangibles	1,547,098	1,497,919
Property, plant and equipment, net	22,131,789	21,419,074
	42,359,591	40,037,818

TOTAL ASSETS	63,042,330	58,215,040

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

as of December 31, 2014 and 2013

In thousands of Brazilian reais (R$)

	2014		2013
CURRENT LIABILITIES
Trade accounts payable	3,236,356		3,271,419
Short-term debt	2,037,869		1,810,783
Debentures	—		27,584
Taxes payable	405,490		473,773
Income and social contribution taxes payable	388,920		177,434
Payroll and related liabilities	668,699		655,962
Dividends payable	119,318		119,455
Employee benefits	34,218		50,036
Environmental liabilities	23,025		15,149
Unrealized losses on financial instruments	—		274
Other current liabilities	858,901		634,761
	7,772,796		7,236,630

NON-CURRENT LIABILITIES
Long-term debt	17,148,580		14,481,497
Debentures	335,036		386,911
Related parties	—		43
Deferred income taxes	944,546		1,187,252
Unrealized losses on financial instruments	8,999		3,009
Provision for tax, civil and labor liabilities	1,576,355		1,294,598
Environmental liabilities	93,396		90,514
Employee benefits	1,272,631		942,319
Other non-current liabilities	635,457		571,510
	22,015,000		18,957,653

EQUITY
Capital	19,249,181		19,249,181
Treasury stocks	(233,142	)	(238,971	)
Capital reserves	11,597		11,597
Retained earnings	11,366,957		10,472,752
Operations with non-controlling interests	(1,732,962	)	(1,732,962	)
Other reserves	3,539,188		2,577,482
EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT	32,200,819		30,339,079

NON-CONTROLLING INTERESTS	1,053,715		1,681,678

EQUITY	33,254,534		32,020,757

TOTAL LIABILITIES AND EQUITY	63,042,330		58,215,040

GERDAU S.A.

CONSOLIDATED STATEMENTS OF INCOME

In thousands of Brazilian reais (R$)

	For the three-month period ended				For the Year ended
	December 31, 2014		December 31, 2013		December 31, 2014		December 31, 2013

NET SALES	10,843,796		10,320,997		42,546,339		39,863,037

Cost of sales	(9,559,065	)	(8,971,343	)	(37,406,328	)	(34,728,460	)

GROSS PROFIT	1,284,731		1,349,654		5,140,011		5,134,577

Selling expenses	(165,684	)	(165,240	)	(691,021	)	(658,862	)
General and administrative expenses	(515,381	)	(504,020	)	(2,036,926	)	(1,953,014	)
Other operating income	85,872		172,704		238,435		318,256
Other operating expenses	(53,285	)	(64,162	)	(150,542	)	(140,535	)
Impairment of assets	(339,374	)	—		(339,374	)	—
Gains in Joint ventures operations	636,528		—		636,528		—
Equity in earnings of unconsolidated companies	13,024		19,337		101,875		54,001

INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES	946,431		808,273		2,898,986		2,754,423

Financial income	59,486		90,610		276,249		292,910
Financial expenses	(392,296	)	(279,890	)	(1,397,375	)	(1,053,385	)
Exchange variations, net	(371,942	)	(176,619	)	(476,367	)	(544,156	)
Gain and losses on financial instruments, net	30,958		10,537		36,491		2,854

INCOME BEFORE TAXES	272,637		452,911		1,337,984		1,452,646

Income and social contribution taxes
Current	(246,238	)	(67,913	)	(571,926	)	(318,422	)
Deferred	366,594		106,609		722,315		559,478

NET INCOME	392,993		491,607		1,488,373		1,693,702

ATTRIBUTABLE TO:
Owners of the parent	396,972		450,094		1,402,873		1,583,731
Non-controlling interests	(3,979	)	41,513		85,500		109,971
	392,993		491,607		1,488,373		1,693,702

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2014, 2013 and 2012

In thousands of Brazilian reais (R$)

	2014		2013

Cash flows from operating activities
Net income for the year	1,488,373		1,693,702
Adjustments to reconcile net income for the year to net cash provided by operating activities
Depreciation and amortization	2,227,396		2,029,507
Impairment of Assets	339,374		—
Equity in earnings of unconsolidated companies	(101,875	)	(54,001	)
Exchange variation, net	476,367		544,156
(Gains) Losses on financial instruments, net	(36,491	)	(2,854	)
Post-employment benefits	200,699		95,514
Stock based remuneration	39,614		38,223
Income tax	(150,389	)	(241,056	)
(Gains) Losses on disposal of property, plant and equipment and investments	(48,639	)	(133,593	)
Gains in Joint ventures operations	(636,528	)	—
Allowance for doubtful accounts	49,890		47,345
Provision for tax, labor and civil claims	281,876		205,167
Interest income on investments	(144,723	)	(135,040	)
Interest expense on loans	1,178,034		901,273
Interest on loans with related parties	(2,743	)	(1,573	)
Provision for net realisable value adjustment in inventory	63,440		56,752
Release of allowance for inventory against cost upon sale of the inventory	(69,502	)	(61,453	)
	5,154,173		4,982,069
Changes in assets and liabilities
(Increase) Decrease in trade accounts receivable	(36,468	)	(23,790	)
(Increase) Decrease in inventories	(173,191	)	1,018,398
Decrease in trade accounts payable	(251,911	)	(128,942	)
(Increase) Decrease in other receivables	(701,550	)	120,645
Increase (Decrease) in other payables	280,187		162,863
Dividends from jointly-controlled entities	95,600		63,073
Purchases of trading securities	(3,028,974	)	(3,360,144	)
Proceeds from maturities and sales of trading securities	2,544,895		2,481,935
Cash provided by operating activities	3,882,761		5,316,107

Interest paid on loans and financing	(859,821	)	(810,362	)
Income and social contribution taxes paid	(452,079	)	(407,333	)
Net cash provided by operating activities	2,570,861		4,098,412

Cash flows from investing activities
Additions to property, plant and equipment	(2,266,702	)	(2,598,265	)
Proceeds from sales of property, plant and equipment, investments and other intangibles	1,067,938		237,203
Additions to other intangibles	(141,956	)	(158,395	)
Advance for capital increase in jointly-controlled entity	—		(77,103	)
Cash and cash equivalents consolidated in business combinations	—		—
Payment for business acquisitions, net of cash of acquired entities	—		(55,622	)
Increase in controlling interest in associated companies	—		(51,383	)
Net cash used in investing activities	(1,340,720	)	(2,703,565	)

Cash flows from financing activities
(Reduction) Increase of capital by non-controlling interests	(550,000	)	383,788
Purchase of treasury shares	—		—
Proceeds from exercise of shares	5,483		35,465
Dividends and interest on capital paid	(455,139	)	(426,988	)
Proceeds from loans and financing	2,771,048		5,011,654
Repayment of loans and financing	(2,173,555	)	(5,223,100	)
Intercompany loans, net	8,939		46,933
Increase in controlling interest in subsidiaries	(130,199	)	(33,090	)
Put-Options on non-controlling interest	—		(599,195	)
Net cash used in financing activities	(523,423	)	(804,533	)

Exchange variation on cash and cash equivalents	244,029		71,675

Increase (Decrease) in cash and cash equivalents	950,747		661,989
Cash and cash equivalents at beginning of year	2,099,224		1,437,235
Cash and cash equivalents at end of year	3,049,971		2,099,224

Exhibit 99.2

Dear Shareholders:

In fiscal year 2014, Gerdau maintained its cash generation by effectively managing its various Business Operations, despite the challenging scenario in the world steel industry. This stability in cash generation was made possible by taking advantage of our geographic diversification, optimizing the utilization of our assets, divesting non-core assets, carefully selecting new investments and controlling financial leverage.

In 2014, shipments came to 17.9 million tonnes, resulting in consolidated net sales of R$ 42.5 billion, 6.7% more than in 2013, with growth in all business operations, except the Brazil Business Operation.

Consolidated adjusted EBITDA and adjusted EBITDA margin in 2014 were R$ 4.8 billion and 11.3%, respectively, relatively stable compared to 2013, due to the Company’s geographic diversification, with the weaker result in the Brazil Business Operation offset by better result in the North America Business Operation.

Consolidated net income in the fiscal year was R$ 1.5 billion. Based on this result, dividends and interest on capital stock were declared in the amounts of R$ 426.1 million to the shareholders of Gerdau S.A.

Investments in maintenance, technological updating and capacity expansion amounted to R$ 2.3 billion in 2014. The Company continued to invest in its ongoing capacity expansion and productivity improvement projects, as well as in the maintenance actions scheduled for the period.

Profile

World Steel Market

Steel Industry Production (1,000 tonnes)	Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Crude Steel
Brazil	33,912	34,163	-0.7	%
North America (except Mexico)	100,943	99,227	1.7	%
Latin America (except Brazil)	32,232	31,692	1.7	%
Europe	166,343	169,390	-1.8	%
India	83,197	81,299	2.3	%
China	812,804	822,000	-1.1	%
Others	398,148	387,356	2.8	%
Total(1)	1,627,579	1,625,127	0.2	%

Source: worldsteel and Gerdau

(1) - Figures represent approximately 98% of global production.

· World steel production remained stable in 2014 compared to 2013 (see table above), with China accounting for 49.9% of global production. The average utilization rate of global steel capacity was 76.7% in 2014, compared with 78.4% in 2013. Production performance in the regions where Gerdau operates was as follows: in Brazil,

production decreased slightly, in line with the country’s slower economic growth; in North America, the increased production was due to the ongoing economic recovery observed in particular in the United States; in Latin America, the increase was due to economic growth in certain countries in the region, despite the impacts observed in the commodities market in general; in Europe, the lower production was due to slower economic growth in certain countries in the region.

· On October 06, 2014, World Steel Association released its latest Short Range Outlook containing forecasts for global apparent steel consumption in 2015, in which it estimated growth at 2.0%. The association revised downward the forecast it made in April 2014 (+3.3% in 2015), due to the slower growth expected in both emerging and developing economies. In the case of China, slower growth is expected in its steel consumption in 2015 (+0.8%), reflecting the structural transformation of its economy. On the other hand, the continued good performance of the U.S. economy should support growth in the country’s apparent consumption of 1.9% in 2015. In Europe apparent consumption is also expected to grow in 2015, by 2.9%. In short, apparent steel consumption in developed economies should grow by 1.7% in 2015, while developing economies are expected to grow their consumption by 2.2% in 2015.

Consolidated Information

Gerdau’s Performance in 2014

The information in this report does not include data for jointly controlled entities and associate companies, except where stated otherwise.

Steel Production and Shipments

Consolidated
(1,000 tonnes)

Fiscal Year

2014

Fiscal Year
2013

Variation
2014/2013

Production of crude steel

18,028

18,009

0.1

Shipments of steel

17,869

18,519

-3.5

· Consolidated crude steel production remained stable in 2014 compared to 2013, with the performance of the various business operations offsetting each other.

· Consolidated shipments decreased in 2014 compared to 2013, reflecting mainly the lower shipments at the Brazil BO.

Consolidated Results

Net sales, cost and gross margin

Consolidated (R$ million)	Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales	42,546		39,863		6.7	%
Cost of Goods Sold	(37,406	)	(34,728	)	7.7	%
Gross profit	5,140		5,135		0.1	%
Gross margin (%)	12.1	%	12.9	%

· In 2014, consolidated net sales and cost of goods sold increased compared to 2013, mainly due to the effects of exchange variation on the translation of these amounts from foreign companies into Brazilian real (depreciation of the Brazilian real against the currencies of countries where Gerdau has operations, especially the U.S. dollar).

· Consolidated gross income remained stable in 2014 compared to 2013, however, gross margin decreased due to the reduction in gross profit and gross margin in the Brazil BO, which were partially offset by the increases in gross profit and gross margin in the North America BO.

Selling, general and administrative expenses

Consolidated (R$ million)	Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Selling expenses	691		659		4.9	%
General and administrative expenses	2,037		1,953		4.3	%
Total	2,728		2,612		4.4	%
% of net sales	6.4	%	6.6	%

· Selling, general and administrative expenses as a ratio of net sales decreased slightly in 2014 in relation to 2013, demonstrating the efforts to rationalize these expenses made by the Company over the course of 2014.

Other operating revenue (expenses)

Consolidated (R$ million)	Fiscal Year 2014		Fiscal Year 2013	Variation 2014/2013
Other operating income (expenses)	88		178	-50.6	%
Impairment of Assets	(339	)	—	—
Result in operations with jointly controlled entities	637		—	—
Equity in earnings of unconsolidated companies	102		54	89	%

· The reduction in the line “other operating income (expenses)” in 2014 compared to 2013 was due to the divestments of commercial properties in Brazil in the amount of R$ 98.6 million, which was recorded in 4Q13.

· The line “Impairment of assets” recorded in 2014 refers to the lack of expectation of utilizing certain assets in the Latin American BO identified through impairment testing.

· The line “gains in joint ventures operations” in 2014 occurred due to the sale of the 50% interest in Gallatin Steel Company on October 8, 2014.

· The jointly controlled entities and associate companies, whose results are calculated using the equity method, recorded steel shipments of 1.1 million tonnes in 2014 based on their respective equity interests, resulting in net sales of R$ 2.2 billion, 12.4% higher than in 2013.

EBITDA

Breakdown of Consolidated EBITDA (R$ million)	Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net income	1,488		1,694		-12.2	%
Net financial result	1,561		1,301		20.0	%
Provision for income and social contribution taxes	(150	)	(241	)	-37.8	%
Depreciation and amortization	2,227		2,030		9.7	%
EBITDA (1)	5,126		4,784		7.1	%
EBITDA Margin	12.0	%	12.0	%
Impairment of Assets	339		—		—
Gains in joint ventures operations	(637	)	—		—
Adjusted EBITDA(1)	4,828		4,784		0.9	%
Adjusted EBITDA Margin	11.3	%	12.0	%

(1) - Includes the results from jointly controlled entities and associate companies based on the equity income method.

The Company’s EBITDA was calculated pursuant to Instruction 527 of the CVM, as well as EBITDA adjusted to provide more information on the cash flow generation in the period.

Conciliation of Consolidated EBITDA (R$ million)	Fiscal Year 2014		Fiscal Year 2013
EBITDA (1)	5,126		4,784
Depreciation and amortization	(2,227	)	(2,030	)
OPERATING INCOME BEFORE FINANCIAL RESULT AND TAXES(2)	2,899		2,754

(1) - Non-accounting measure calculated pursuant to Instruction 527 of the CVM.

(2) - Accounting measurement disclosed in consolidated Statements of Income.

· Adjusted EBITDA and adjusted EBITDA margin remained relatively stable in 2014 compared to 2013, due to the Company’s geographic diversification, with the weaker performance of the Brazil BO offset by the better performance of the North America BO.

Net financial result and net income

Consolidated (R$ million)	Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Income before financial income (expenses) and taxes (1)	2,899		2,754		5.3	%
Financial Result	(1,561	)	(1,301	)	20.0	%
Financial income	276		293		-5.8	%
Financial expenses	(1,397	)	(1,053	)	32.7	%
Exchange variation, net	(476	)	(544	)	-12.5	%
Exchange variation on net investment hedge	(328	)	(323	)	1.5	%
Exchange variation - other lines	(148	)	(221	)	-33.0	%
Gains (losses) on financial instruments, net	36		3		1100.0	%
Income before taxes (1)	1,338		1,453		-7.9	%
Income and social contribution taxes	150		241		-37.8	%
On net investment hedge	328		323		1.5	%
Other lines	(178	)	(82	)	117.1	%
Consolidated Net Income (1)	1,488		1,694		-12.2	%

(1) - Includes the results from jointly controlled entities and associate companies based on the equity income method.

· In 2014 compared to 2013, the higher negative financial result mainly reflects the higher financial expenses arising from the increase in gross debt between the comparison periods.

· Consolidated net income decreased in 2014 compared to 2013, mainly due to the increase in financial expenses that occurred despite the growth in operating income, which includes the non-recurring events described in “Other operating revenue and expenses.”

Investments

· In 2014, investments in fixed assets amounted to R$ 2.3 billion, which was inflated by the depreciation in the Brazilian real against the U.S. dollar in the closing months of the year, since most investments are linked to the U.S. dollar. Of the amount invested in the year, 40.1% was allocated to the Brazil BO, 25.1% to the Special Steel BO, 13.6% to the North America BO, 14.1% to the Latin America BO and 7.1% to the Iron Ore BO. The Company continued to invest in its ongoing capacity expansion and productivity improvement projects, as well as in the maintenance actions scheduled for the period.

· Based on the investments scheduled for 2015, Gerdau plans to invest R$ 1.9 billion, considering the investments in productivity improvement and maintenance.

Working Capital and Cash Conversion Cycle

· In December 2014, the cash conversion cycle (working capital divided by daily net sales in the quarter) increased in relation to December 2013, due to the growth in working capital outpacing the growth in net sales. Note that the increase in working capital between December 2013 and December 2014 includes effects of exchange variation of R$ 490.0 million on the working capital of companies abroad.

Financial Liabilities

Debt composition (R$ million)	12.31.2014		12.31.2013
Short Term	2,038		1,838
Local Currency (Brazil)	79		491
Foreign Currency (Brazil)	304		262
Companies abroad	1,655		1,085
Long Term	17,484		14,869
Local Currency (Brazil)	4,073		2,927
Foreign Currency (Brazil)	10,717		8,725
Companies abroad	2,694		3,217
Gross Debt (principal + interest)	19,522		16,707
Interest on the debt	(344	)	(391	)
Gross Debt (principal)	19,178		16,316
Cash, cash equivalents and short-term investments	5,849		4,222
Net Debt(1)	13,329		12,094

(1) - Net debt = gross debt (principal) - cash, cash equivalents and short-term investments

· On December 31, 2014, the composition of gross debt (principal) was 8.8% short term and 91.2% long term. The foreign currency exposure of gross debt (principal + interest) stood at 78.7% on December 31, 2014. The R$ 2.8 billion increase in gross debt between December 2013 and December 2014 was mainly due to the effect of exchange variation in the period (R$ 2.3 billion) and to the assumption of new debt in Brazilian real.

· The R$ 1.6 billion increase in the cash position between December 2013 and December 2014 is explained by the recording of the proceeds from the divestment of Gallatin Steel Company and by the cash generation in the period. On December 31, 2014, 40.7% of this cash was held by Gerdau’s subsidiaries abroad and denominated mainly in U.S. dollar.

· The increase in net debt on December 31, 2014 compared to December 31, 2013 was due to the increase in gross debt, which was partially offset by the higher cash position.

· The Company’s main debt indicators are shown below:

Indicators	12.31.2014		12.31.2013
Gross debt / Total capitalization (1)	36	%	34	%
Net debt(2) / EBITDA (3)	2.4x		2.5x
EBITDA (3) / Net financial expenses (3)	5.1x		6.3x

(1) - Total capitalization = shareholders’ equity + gross debt (principal)

(2) - Net debt = gross debt (principal) - cash, cash equivalents and short-term investments

(3) - EBITDA in the last 12 months.

Note: EBITDA in the last 12 months, note that, fiscal year 2014 includes gains in joint venture operations.

Indebtedness

(R$ billion)

· On December 31, 2014 the gross debt (principal) payment schedule was as follows:

Amortization schedule of gross debt (principal)

Short Term		R$ million
1st quarter of 2015		466
2nd quarter of 2015		288
3rd quarter of 2015		794
4th quarter of 2015		146
Total		1,694

Long Term		R$ million
2016		893
2017		3,152
2018		755
2019 and after		12,684
Total		17,484

· On April 9, 2014, Gerdau placed US$ 500 million in 30-year bonds with an annual coupon of 7.25%, with the proceeds used to lengthen its debt maturity profile. Half of these proceeds was used in the Tender Offer for the 2017 and 2020 Bonds. The geographic distribution of the offering was as follows: 71% United States; 21% Europe, Middle East and Africa; 7% Latin America; and 1% Asia Pacific.

· Also in April 2014, Gerdau announced an Exchange Offer for a portion of the outstanding bonds due 2017 and 2020 for US$ 1.2 billion in newly issued Senior Bonds due 2024 with an annual coupon of 5.893%.

Subsequent Events

Share Buyback

· On January 19, 2015, Gerdau S.A. announced a buyback program involving up to 30,000,000 preferred shares (GGBR4) or American Depositary Receipts — ADRs (GGB), representing in aggregate approximately 3.4% of the preferred shares comprising the free-float, which on December 31, 2014 totaled 875,443,630 shares, for the purposes of: (i) meeting the needs of the Long Term Incentive Programs of the Company and its subsidiaries; (ii) holding in treasury; (iii) cancelling; or (iv) subsequent sale in the market. The program will have a maximum term of three months, from January 19, 2015 to April 17, 2015, inclusive.

Business Operations (BO)

The information in this report is divided into five Business Operations (BO), in accordance with Gerdau’s corporate governance, as follows:

· Brazil BO — includes the steel operations in Brazil (except special steel) and the metallurgical and coking coal operation in Colombia;

· North America BO — includes all North American operations, except Mexico and special steel;

· Latin America BO — includes all Latin American operations, except the operations in Brazil and the metallurgical and coking coal operation in Colombia;

· Special Steel BO — includes the special steel operations in Brazil, Spain, United States and India.

· Iron Ore BO — includes the iron ore operations in Brazil.

Net sales

EBITDA and EBITDA Margin

Brazil BO

Production and shipments

Brazil BO (1,000 tonnes)	Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Production of crude steel	6,458	6,963	-7.3	%
Shipments of steel	6,583	7,281	-9.6	%
Domestic Market	5,540	5,883	-5.8	%
Exports	1,043	1,398	-25.4	%

· In 2014 compared to 2013, crude steel production decreased, mainly due to lower shipments in the period in both the domestic and export markets.

· Steel shipments decreased in 2014 compared to 2013, due to weaker demand in the domestic market caused by slower growth in the construction and manufacturing industries in Brazil, reflecting the country’s weak GDP growth. Exports were also lower in the period, due to lower international prices and oversupply in the world steel industry.

Operating result

Brazil BO	Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales (R$ million)	14,294		14,837		-3.7	%
Domestic Market	12,635		12,863		-1.8	%
Exports(1)	1,659		1,974		-16.0	%
Cost of Goods Sold (R$ million)	(11,641	)	(11,884	)	-2.0	%
Gross profit (R$ million)	2,653		2,953		-10.2	%
Gross margin (%)	18.6	%	19.9	%
EBITDA (R$ million)	2,654		2,978		-10.9	%
EBITDA margin (%)	18.6	%	20.1	%

(1) - Includes coking coal and coke net sales.

· The lower net sales in 2014 compared to 2013 was mainly due to lower shipments in both the domestic and export markets, which were partially offset by the increase in net sales per tonne sold in the domestic market.

· Cost of goods sold decreased in 2014 compared to 2013, due to lower shipments. The decrease in cost of goods sold was slower than the decrease in net sales, due to the reduced dilution of fixed costs, which led to a reduction in gross margin.

· EBITDA and EBITDA margin in 2014 compared to 2013 decreased in proportion with the decrease in gross profit and gross margin in the period.

North America BO

Production and shipments

North America BO (1,000 tonnes)	Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Production of crude steel	6,649	6,121	8.6	%
Shipments of steel	6,154	6,145	0.1	%

· The increase in production in 2014 compared to 2013 was mainly due to the adjustment in inventory levels to improve service to clients.

· Shipments remained stable in 2014 compared to 2013, driven by continued strong demand from the non-residential construction and industrial sectors. On the other hand, the U.S. market was impacted by the higher supply of imported products in the region.

Operating result

North America BO	Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales (R$ million)	14,049		12,562		11.8	%
Cost of Goods Sold (R$ million)	(13,093	)	(11,919	)	9.8	%
Gross profit (R$ million)	956		643		48.7	%
Gross margin (%)	6.8	%	5.1	%
EBITDA (R$ million)(1)	888		575		54.4	%
EBITDA margin (%)(1)	6.3	%	4.6	%

(1) Adjusted EBITDA and adjusted EBITDA margin in the fiscal year 2014 (does not include gains in joitn venture operations).

· Net sales increased in 2014 compared to 2013, due to the effect from exchange variation (9.0% average depreciation in the Brazilian real against the U.S. dollar) and, to a lesser extent, the increase in net sales per tonne sold.

· The increase in net sales at a higher pace than the increase in cost of goods sold supported gross margin expansion in 2014 compared to 2013.

· The higher EBITDA recorded in 2014 compared to 2013 is explained by the increase in gross profit, which supported EBITDA margin expansion.

Latin America BO

Production and shipments

Latin America BO (1,000 tonnes)	Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Production of crude steel	1,614	1,726	-6.5	%
Shipments of steel	2,623	2,807	-6.6	%

· Production and shipments decreased in 2014 compared to 2013, due to the growth in imports and the region’s slower economic growth.

Operating result

Latin America BO	Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales (R$ million)	5,670		5,366		5.7	%
Cost of Goods Sold (R$ million)	(5,023	)	(4,801	)	4.6	%
Gross profit (R$ million)	647		565		14.5	%
Gross margin (%)	11.4	%	10.5	%
EBITDA (R$ million)(1)	470		428		9.8	%
EBITDA margin (%)(1)	8.3	%	8.0	%

(1) Adjusted EBITDA and adjusted EBITDA margin in 2014 (does not include the impairment of assets).

· Net sales increased in 2014 compared to 2013, which is explained by the exchange variation impact resulting from the depreciation in the average price of the Brazilian real against the currencies of the countries where Gerdau operates, despite the reduction in shipments.

· Cost of goods sold increased in 2014 compared to 2013 due to the effect of exchange variation, despite the lower shipments. The improvement in gross margin is explained by net sales growing more than cost of goods sold, due to the better geographic mix of shipments in this business operation.

· EBITDA and EBITDA margin increased in fiscal year 2014 compared to fiscal year 2013, although at a slower pace than the increase in gross profit and gross margin, reflecting the higher operating expenses.

Special Steel BO

Production and shipments

Special Steel BO (1,000 tonnes)	Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Production of crude steel	3,307	3,199	3.4	%
Shipments of steel	2,894	2,857	1.3	%

· The increase in crude steel production in 2014 compared to 2013 was driven by higher production at the units in Spain and North America, where demand from the automotive industry has been improving. Another factor contributing to production growth was the improvement in the learning curve in the special steel operation in India over the course of 2014.

· Shipments increased slightly in 2014 compared to 2013, driven by stronger demand in Spain and North America and the higher contribution from shipments in the India operation. On the other hand, the operation in Brasil posted lower shipments due to weaker activity in the automotive industry.

Operating result

Special Steel BO (1,000 tonnes)	Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales (R$ million)	8,644		8,023		7.7	%
Cost of Goods Sold (R$ million)	(7,922	)	(7,309	)	8.4	%
Gross profit (R$ million)	722		714		1.1	%
Gross margin (%)	8.4	%	8.9	%
EBITDA (R$ million)	918		909		1.0	%
EBITDA margin (%)	10.6	%	11.3	%

· The increase in net sales and cost of goods sold in 2014 compared to 2013 was mainly due to the impact of exchange variation on shipments at foreign units.

· The slight decrease in gross margin in 2014 compared to 2013 was due to the lower relative share of the special steel units in Brazil, which historically have better margins than the other units.

· The decrease in EBITDA margin in 2014 compared to 2013 accompanied the behavior of gross margin, even though EBITDA in absolute terms increased slightly due to the effect from exchange variation.

Iron Ore BO

Production and shipments

Iron Ore BO (1,000 tonnes)	Fiscal Year 2014	Fiscal Year 2013	Variation 2014/2013
Production	7,623	5,586	36.5	%
Shipments	7,971	5,017	58.9	%
Gerdau units	4,404	3,775	16.7	%
Third parties	3,567	1,242	187.2	%

· Production increased in 2014 compared to 2013 due to the improvement in the learning curve of expansion realized in September 2013.

· Shipments increased in 2014 compared to 2013 driven by the substantial growth in iron ore shipments to third parties and by the higher volumes shipped to the Ouro Branco unit.

Operating result

Iron Ore BO	Fiscal Year 2014		Fiscal Year 2013		Variation 2014/2013
Net Sales (R$ million)	945		704		34.2	%
Gerdau units	412		430		-4.2	%
Third parties	533		274		94.5	%
Cost of Goods Sold (R$ million)	(788	)	(442	)	78.3	%
Gross profit (R$ million)	157		262		-40.1	%
Gross margin (%)	16.6	%	37.2	%
EBITDA (R$ million)	161		250		-35.6	%
EBITDA margin (%)	17.0	%	35.5	%

· Net sales grew in 2014 compared to 2013 driven by higher shipments, despite the lower prices practiced in international markets.

· Cost of goods sold increased in 2014 compared to 2013 due to the higher share in total shipments of shipments to third parties, which have higher logistics costs. The decrease in gross margin in 2014 compared to 2013 is explained by the sharp decline in international iron ore prices.

· EBITDA decreased in 2014 compared to 2013, accompanying the behavior of gross profit.

Corporate Governance

Capital Markets and Corporate Governance

Stock liquidity and trading

· Through its publicly held companies (Gerdau S.A. and Metalúrgica Gerdau S.A.), Gerdau offers investors various investment alternatives on Brazilian and foreign stock exchanges. In 2014, these securities maintained high liquidity levels, with combined financial trading volume of R$ 45.6 billion (US$ 19.4 billion).

· The shares of Gerdau S.A. and Metalúrgica Gerdau S.A. are components of the following stock indexes: BM&FBOVESPA Index (Ibovespa), Corporate Sustainability Index (ISE), Brazil Index (IBrX 100), Special Tag-Along Stock Index (ITAG), Industrial Sector Index (INDX), Special Corporate Governance Stock Index (IGCX) and Basic Materials Index (IMAT).

Dividends

· Gerdau S.A. have compensation policies established in their bylaws that provide for the distribution of a minimum of 30% of adjusted net income every year.

· In 2014, Gerdau S.A. approved the payment of dividends and/or interest on capital stock in the amounts of R$ 426.1 million (R$ 0.25 per share).

· The following chart show the dividends and/or interest on capital stock approved for each fiscal year as well as the dividend yield, which is the ratio of the dividends paid per share to the share price at the close of the fiscal year.

Gerdau S.A.

Dividends - Yield and Amount Approved

Transparency and equitable treatment in investor relations

· The companies Metalúrgica Gerdau S.A. and Gerdau S.A. held their Shareholders Meetings on April 16 and 25, 2014, respectively. At Metalúrgica Gerdau S.A., shareholders elected 11 directors, two of whom were appointed by the non-controlling shareholders. Five members were elected to the Board of Auditors, two of whom were appointed by the non-controlling shareholders. At Gerdau S.A., shareholders reelected nine directors. Three members were elected to the Board of Auditors, one of whom were appointed by the non-controlling shareholders. More information is available on the website of the Company: www.gerdau.com/ri.

· The work of Gerdau’s Investor Relations team in 2013 was considered in 2014 one of the five best in the categories Grand Prix Best IR Programs (Large Caps), Best Use of Technology (Large Caps) and Best IR Executive (Large Caps). The awards are sponsored by IR Magazine jointly with Revista RI and the Brazilian Investor Relations Institute (IBRI) and are based on a survey of investors and capital market analysts.

· Gerdau was one of the winners of the 18th Anefac-Fipecafi-Serasa Transparency Awards for its 2013 financial statements. This marks 15th consecutive time that it has figured among the top ten companies presenting the best financial statements. Gerdau was selected from among the largest and best companies headquartered in Brazil in the retail, industrial and services sectors (excluding financial services) that report their financial statements to the market.

· Gerdau was recognized by the 2014 edition of the ranking sponsored by the magazine Institutional Investor in the Metals & Mining category for Latin American companies. The ranking is based on an annual survey of buy and sell side analysts and aims to identify the best IR, CEO and CFO professionals, as well as the best IR teams. http://ri.gerdau.com/static/ptb/premios-reconhecimentos.asp?idioma=ptbFor more awards and recognitions go to the company’s IR website at http://ri.gerdau.com/static/enu/premios-reconhecimentos.asp?idioma=enu

· Gerdau once again was recognized by the “Você S/A Exame Guide — Best Companies to Work For.” The Company ranked first in the Metal and Steel industry, maintaining the top spot garnered in previous years.

Sponsored every year by the magazines Você S/A and Exame in partnership with the business school Fundação Instituto de Administração (FIA), the ranking is based on two surveys, one completed by the organization and the other by its employees. The questionnaires take into account the level of satisfaction of the teams as well as the practices, consistency, sustainability and scope of action of the organization’s People department.

· In Moscow, Gerdau received two important recognitions during the 48th Conference of the World Steel Association, which brings together the most important companies in the global steel industry. For the first time ever, Gerdau was recognized in the Steelie Awards, winning the Excellence in Sustainability category for its project to foster the sustainable development of its supply chain for scrap, one of the main raw materials it uses to make steel. In addition, Gerdau received once again the Safety and Health Excellence Recognition, which assesses successful programs implemented in the steel industry in the areas of occupational health and safety. In this year’s edition, the Company was awarded for the process entitled “Safety behavior management assessment,” which measures employees’ level of commitment to Gerdau’s safety and health practices.

· In order to maintain analysts and investors informed about Gerdau’s business, the company holds quarterly conference calls to discuss its quarterly earnings. These events present and comment on the quarterly results, which is followed by a question and answer session. In 2014, these events enjoyed the participation via telephone and internet of more than 2,500 participants.

· The Investor Relations team received more than 3,000 requests for information from analysts during the year via telephone or e-mail.

· In 2014, the Investor Relations team attended 25 conferences for investors and organized 12 non-deal roadshows in the Americas and Europe. It also organized two meetings of the Capital Market Professionals and Investors Association (Apimec), with one in São Paulo that was also broadcast live by webcast in which 97 people participated, and another in Brasília in which 55 investors participated. The highlight of 2014 was the Gerdau Day event held in the state of Minas Gerais. The two-day event was attended by 58 buy and sell side analysts, who had the opportunity to tour the facilities at the Ouro Branco mill, Gerdau’s largest industrial plant, and to visit the iron ore mines in Miguel Burnier and Várzea Lopes.

· http://www.gerdau.com/rimailto:inform@gerdau.com.brFor more information or clarifications on the Company’s businesses and performance, please go to www.gerdau.com/ri or contact the Investor Relations team by telephone at +55 (51) 3323-2703 or by e-mail at inform@gerdau.com.br.

Social and Environmental Responsibility

· The power to transform challenges into opportunities has characterized Gerdau since its creation over 100 years ago. Since its early days as a small nail factory in Porto Alegre, Rio Grande do Sul, this strength has driven the Company on its relentless pursuit of agility and efficiency to adapt its business to the industry’s continually changing dynamics.

· Gerdau has a solid corporate governance structure supported by values that stretch back over one hundred years. It also has modern management systems to achieve higher levels of efficiency and competitiveness in its operations to ensure the sustainability of its business.

· One of Gerdau’s main competitive advantages is the firm commitment of its employees. In 2014, for instance, the efforts and dedication of these professionals were key to enabling the Company to adapt its operations to the business challenges that emerged in the global steel industry. The strength of this team also made a decisive contribution to the comprehensive efforts to modernize Gerdau’s corporate culture, review aspects of its organizational structure and develop high-performance leaderships. These structural changes, which began in 2014 and will continue over the coming years, will provide crucial support for Gerdau’s new strategic plan for the future.

· Gerdau believes that ensuring the safety of its employees and service providers is a value that supersedes all other priorities. For this reason, all of the Company’s operations adopt a rigorous set of practices that are consolidated in the Safety Management System and complemented by regular investments in technologies,

equipment and global management systems. In 2014, for instance, the financial resources invested in this area came to R$109.8 million, 7.4% more than in the previous year.

· Gerdau believes that encouraging its employees to serve as volunteers is one of the main contributions it can make to society. By volunteering in social projects, employees expand their personal competencies and develop a culture of citizenship and solidarity, which effectively supports greater integration between the Company and local communities and creates a virtuous cycle for everyone. This fiscal year, Gerdau supported over 1,000 social actions around the world, in which it invested a total of R$63 million.

· Gerdau respects the environment, which is why it regularly investments in the technological modernization of its industrial plants. In 2014, for instance, the Company invested R$172 million in this area, 6% more than in the previous year. In addition, all of the Company’s units follow a rigorous set of practices that are aligned with the standard ISO14001 and defined in the Environmental Management System (SGA). The SGA assesses all of Gerdau’s activities from the environmental standpoint, from the receipt of raw materials to the delivery of final products, including the recycling of co-products.

Value Added

· In 2014, Gerdau companies generated consolidated value added of R$ 11.7 billion, or 4.1% more than in 2013. This value is derived from the revenue generated by products and services, net of discounts granted in the amount of R$ 45.7 billion, less R$ 34.0 billion in costs related to raw materials and consumer goods, outsourced services, losses from asset impairments, depreciation and amortization, equity income, financial income and other items.

Value Added Breakdown

(R$11.7 billion)

Information on the Parent Company

Gerdau S.A. is a publicly traded corporation with registered office in Rio de Janeiro, Rio de Janeiro. 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. come from investments in subsidiaries and associate companies. In 2014, these investments generated equity income of R$ 2.1 billion. On December 31, 2014, these investments amounted to R$ 34.9 billion.

· In 2014, the Company sold 555,000 tonnes of steel products, which generated net sales of R$ 1.7 billion and cost of goods sold of R$1.6 billion. Gross margin in the year stood at 6.1%.

· In fiscal year 2014, the financial result (financial income, financial expenses, net exchange variation and losses from financial instruments) was negative R$ 980.6 million, compared to negative R$924.7 million in 2013. The variation in the financial result was due to higher financial expenses on loans, which were partially offset by the weaker effect from exchange variation on loans from related parties in the comparison periods.

· Gerdau S.A. posted net income of R$ 1.4 billion for fiscal year 2014, equivalent to R$ 0.82 per outstanding share, mainly due to the result of equity income from subsidiaries and associate companies.

· On December 31, 2014, the Company’s shareholders’ equity amounted to R$ 32.2 billion, representing book value of R$ 18.89 per share.

· Net debt (loans and financings, plus debentures, less cash, cash equivalents and financial investments) plus related parties stood at R$ 4.7 billion on December 31, 2014. Note that the increase of R$ 1.0 billion in the Company’s financial investments (securities held for trade) refers to the sale of the 50% interest held in Gallatin Steel Company on October 8, 2014.

Dividends

· Based on the results of 2014, Gerdau S.A. approved dividends and/or interest on capital stock in the amount of R$ 426.1 million (R$ 0.25 per share).

	Dividends	Per Share	Quantity of	Payment
Period	(R$ million)	(R$)	Shares (million)	Date
1st quarter	119.3	0.07	1,705	5/30/2014
2nd quarter	102.3	0.06	1,705	8/21/2014
3rd quarter	85.2	0.05	1,705	11/27/2014
4th quarter	119.3	0.07	1,705	3/26/2015
Total	426.1	0.25

· In fiscal year 2014, the dividend yield (dividends per share/price of the preferred shares) of Gerdau S.A. was 2.6%, based on the share price on the last business day of 2014.

RELATIONSHIP WITH INDEPENDENT AUDITORS

· The Company’s policy for hiring any services from the independent auditor unrelated to the 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 the applicable legislation. Fees related to audits refer to services, such as, due diligence, that are traditionally performed by an external auditor 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 PriceWaterhouseCoopers, 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 2014.

· The Company informs the ongoing nature of the service agreement, dated February 17, 2014, between its subsidiary Gerdau Aços Longos S.A. and Booz & Company do Brasil Consultores Ltda., formerly Strategy&, a company acquired on April 1, 2014 by PwC. The agreement has an approximate duration of 4 months and the services consist of project consulting. The fees under said agreement amount to R$2.8 million, which represents 25% of the external audit fees. Given the impartiality, objectiveness and independence demonstrated by the independent auditor with regard to its activities and to the subject-matter of the service agreement between Gerdau

Aços Longos S.A. and Booz, the Board of Directors of Gerdau S.A. evaluated the merits of the potential conflict of interest in a meeting held on June 6, 2014, and, after considering the matter, decided that there was no reason to terminate the agreement.

ACKNOWLEDGEMENTS

· Lastly, the Company would like to thank its clients, shareholders, suppliers, financial institutions, government agencies and all other stakeholders for their important support, and especially our team of employees for their effort and dedication.

DECLARATION OF THE OFFICERS

· In accordance with Article 25 of CVM Instruction 480 of December 7, 2009, 31, the Board of Executive Officers declares that it has reviewed, discussed and is in agreement with the opinions expressed in the Independent Auditors’ report of the Financial Statements issued on this date and with the Financial Statements for the fiscal year ended December 31, 2014.

Rio de Janeiro, March 3, 2015

THE MANAGEMENT

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

as of December 31, 2014 and 2013

In thousands of Brazilian reais (R$)

	2014	2013
CURRENT ASSETS
Cash and cash equivalents	3,049,971	2,099,224
Short-term investments
Held for Trading	2,798,834	2,123,168
Trade accounts receivable - net	4,438,676	4,078,806
Inventories	8,866,888	8,499,691
Tax credits	686,958	716,806
Income and social contribution taxes recoverable	468,309	367,963
Unrealized gains on financial instruments	41,751	319
Other current assets	331,352	291,245
	20,682,739	18,177,222

NON-CURRENT ASSETS
Tax credits	78,412	103,469
Deferred income taxes	2,567,189	2,056,445
Related parties	80,920	87,159
Judicial deposits	1,430,865	1,155,407
Other non-current assets	375,732	220,085
Prepaid pension cost	196,799	555,184
Investments in associates and jointly-controlled entities	1,394,383	1,590,031
Goodwill	12,556,404	11,353,045
Other Intangibles	1,547,098	1,497,919
Property, plant and equipment, net	22,131,789	21,419,074
	42,359,591	40,037,818

TOTAL ASSETS	63,042,330	58,215,040

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

as of December 31, 2014 and 2013

In thousands of Brazilian reais (R$)

	2014		2013
CURRENT LIABILITIES
Trade accounts payable	3,236,356		3,271,419
Short-term debt	2,037,869		1,810,783
Debentures	—		27,584
Taxes payable	405,490		473,773
Income and social contribution taxes payable	388,920		177,434
Payroll and related liabilities	668,699		655,962
Dividends payable	119,318		119,455
Employee benefits	34,218		50,036
Environmental liabilities	23,025		15,149
Unrealized losses on financial instruments	—		274
Other current liabilities	858,901		634,761
	7,772,796		7,236,630

NON-CURRENT LIABILITIES
Long-term debt	17,148,580		14,481,497
Debentures	335,036		386,911
Related parties	—		43
Deferred income taxes	944,546		1,187,252
Unrealized losses on financial instruments	8,999		3,009
Provision for tax, civil and labor liabilities	1,576,355		1,294,598
Environmental liabilities	93,396		90,514
Employee benefits	1,272,631		942,319
Other non-current liabilities	635,457		571,510
	22,015,000		18,957,653

EQUITY
Capital	19,249,181		19,249,181
Treasury stocks	(233,142	)	(238,971	)
Capital reserves	11,597		11,597
Retained earnings	11,366,957		10,472,752
Operations with non-controlling interests	(1,732,962	)	(1,732,962	)
Other reserves	3,539,188		2,577,482
EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT	32,200,819		30,339,079

NON-CONTROLLING INTERESTS	1,053,715		1,681,678

EQUITY	33,254,534		32,020,757

TOTAL LIABILITIES AND EQUITY	63,042,330		58,215,040

GERDAU S.A.

CONSOLIDATED STATEMENTS OF INCOME

for the years ended December 31, 2014, 2013 and 2012

In thousands of Brazilian reais (R$)

	2014		2013

NET SALES	42,546,339		39,863,037

Cost of sales	(37,406,328	)	(34,728,460	)

GROSS PROFIT	5,140,011		5,134,577

Selling expenses	(691,021	)	(658,862	)
General and administrative expenses	(2,036,926	)	(1,953,014	)
Other operating income	238,435		318,256
Other operating expenses	(150,542	)	(140,535	)
Impairment of assets	(339,374	)	—
Gains in Joint ventures operations	636,528		—
Equity in earnings of unconsolidated companies	101,875		54,001

INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES	2,898,986		2,754,423

Financial income	276,249		292,910
Financial expenses	(1,397,375	)	(1,053,385	)
Exchange variations, net	(476,367	)	(544,156	)
Gain and losses on financial instruments, net	36,491		2,854

INCOME BEFORE TAXES	1,337,984		1,452,646

Current	(571,926	)	(318,422	)
Deferred	722,315		559,478
Income and social contribution taxes	150,389		241,056

NET INCOME	1,488,373		1,693,702

ATTRIBUTABLE TO:
Owners of the parent	1,402,873		1,583,731
Non-controlling interests	85,500		109,971
	1,488,373		1,693,702

Basic earnings per share - preferred and common - (R$)	0.82		0.93

Diluted earnings per share - preferred and common - (R$)	0.82		0.93

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2014, 2013 and 2012

In thousands of Brazilian reais (R$)

	2014		2013

Cash flows from operating activities
Net income for the year	1,488,373		1,693,702
Adjustments to reconcile net income for the year to net cash provided by operating activities
Depreciation and amortization	2,227,396		2,029,507
Impairment of Assets	339,374		—
Equity in earnings of unconsolidated companies	(101,875	)	(54,001	)
Exchange variation, net	476,367		544,156
(Gains) Losses on financial instruments, net	(36,491	)	(2,854	)
Post-employment benefits	200,699		95,514
Stock based remuneration	39,614		38,223
Income tax	(150,389	)	(241,056	)
(Gains) Losses on disposal of property, plant and equipment and investments	(48,639	)	(133,593	)
Gains in Joint ventures operations	(636,528	)	—
Allowance for doubtful accounts	49,890		47,345
Provision for tax, labor and civil claims	281,876		205,167
Interest income on investments	(144,723	)	(135,040	)
Interest expense on loans	1,178,034		901,273
Interest on loans with related parties	(2,743	)	(1,573	)
Provision for net realisable value adjustment in inventory	63,440		56,752
Release of allowance for inventory against cost upon sale of the inventory	(69,502	)	(61,453	)
	5,154,173		4,982,069
Changes in assets and liabilities
(Increase) Decrease in trade accounts receivable	(36,468	)	(23,790	)
(Increase) Decrease in inventories	(173,191	)	1,018,398
Decrease in trade accounts payable	(251,911	)	(128,942	)
(Increase) Decrease in other receivables	(701,550	)	120,645
Increase (Decrease) in other payables	280,187		162,863
Dividends from jointly-controlled entities	95,600		63,073
Purchases of trading securities	(3,028,974	)	(3,360,144	)
Proceeds from maturities and sales of trading securities	2,544,895		2,481,935
Cash provided by operating activities	3,882,761		5,316,107

Interest paid on loans and financing	(859,821	)	(810,362	)
Income and social contribution taxes paid	(452,079	)	(407,333	)
Net cash provided by operating activities	2,570,861		4,098,412

Cash flows from investing activities
Additions to property, plant and equipment	(2,266,702	)	(2,598,265	)
Proceeds from sales of property, plant and equipment, investments and other intangibles	1,067,938		237,203
Additions to other intangibles	(141,956	)	(158,395	)
Advance for capital increase in jointly-controlled entity	—		(77,103	)
Cash and cash equivalents consolidated in business combinations	—		—
Payment for business acquisitions, net of cash of acquired entities	—		(55,622	)
Increase in controlling interest in associated companies	—		(51,383	)
Net cash used in investing activities	(1,340,720	)	(2,703,565	)

Cash flows from financing activities
(Reduction) Increase of capital by non-controlling interests	(550,000	)	383,788
Purchase of treasury shares	—		—
Proceeds from exercise of shares	5,483		35,465
Dividends and interest on capital paid	(455,139	)	(426,988	)
Proceeds from loans and financing	2,771,048		5,011,654
Repayment of loans and financing	(2,173,555	)	(5,223,100	)
Intercompany loans, net	8,939		46,933
Increase in controlling interest in subsidiaries	(130,199	)	(33,090	)
Put-Options on non-controlling interest	—		(599,195	)
Net cash used in financing activities	(523,423	)	(804,533	)

Exchange variation on cash and cash equivalents	244,029		71,675

Increase (Decrease) in cash and cash equivalents	950,747		661,989
Cash and cash equivalents at beginning of year	2,099,224		1,437,235
Cash and cash equivalents at end of year	3,049,971		2,099,224

Exhibit 99.3

NOTICE TO SHAREHOLDERS

PAYMENT OF DIVIDENDS

We would like to inform our Shareholders that the Board of the company GERDAU S.A., in meeting held on March 4th, 2015, deliberated about the proposal presented by management with regard to the payment of dividend for the fourth quarter of the current fiscal year ended on December 31st, 2014. The payment constitute an anticipation of the annual minimum dividend.

Brazilian Record Date:		March 16th, 2015
Brazilian Ex-Date:		March 17th, 2015
Brazilian Payable Date:		March 26th, 2015
Gross Amount per share preferred:		R$ 0.07

Please note that shares acquired on March 17th, 2015, and thereafter, will be traded Ex- Dividends.

Additional information can be obtained at our Investor Relations Department, located at

Av. Farrapos, 1811 - Porto Alegre - RS - 90220-005 - Brazil

Phone: +55 (51) 3323.2211 - Fax: +55 (51) 3323.2281

E-mail: inform@gerdau.com.br

Porto Alegre, March 4th, 2015.

Andre Pires de Oliveira Dias

Executive Vice-President

Investor Relations Director

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