SEC Company Response from GERDAU S.A. (GGB) (CIK 0001073404) (GGB) — Nov 28, 2005
GERDAU S.A. (GGB) (CIK 0001073404)
Date: Nov. 28, 2005 · CIK: 0001073404 · Accession: 0000911420-05-000519
AI Filing Summary & Sentiment
File numbers found in text: 001-14878
Referenced dates: September 28, 2005
Letter
November 28, 2005 By EDGAR Ms. Nili Shah Accounting Branch Chief Securities and Exchange Commission Mail Stop 7010 100 F Street, N.E. Washington, D.C. 20549
RE: Gerdau S.A. (File No. 001-14878)
Dear Ms. Shah:
We acknowledge receipt of the letter from the Staff of the Securities and Exchange Commission, dated November 15, 2005, regarding our response to your letter dated September 28, 2005.
As noted below in our response, we have agreed to change the disclosures in our future filings. Our agreement to change or supplement the disclosures in our filings is undertaken to cooperate fully with the Staff and to enhance the overall disclosure in our filings, and not because we believe our prior filing is materially deficient or inaccurate. Accordingly, any changes implemented in future filings should not be taken as an admission that prior disclosures were in any way deficient.
<PAGE>
Ms. Nili Shah November 28, 2005 Page 2
NOTE 23 - SEGMENT INFORMATION, PAGE F-55
o We note your response to our prior comment that you intend to present specialty steel as a separate segment in your Form 20-F report for the year ended December 31, 2005 if the trend in gross profit per ton is confirmed at year-end. In consideration of the net sales and gross profit amounts for the five years ended December 31, 2004 on page 6 of your response, we note that the gross profit percentages for specialty steel and long steel are significantly different and have not fluctuated consistently. Per paragraph 17 of SFAS No. 131 similar long-term average gross margins for operating segments would be expected if their economic characteristics were similar. As the gross margins of specialty steel and long steel do not appear to be similar, these two operating segments should not be aggregated into a single operating segment in your future filings.
Our response: We acknowledge your comment, and will start presenting specialty steel as an individual reporting segment in our Form 20-F report for the year ended December 31, 2005.
* * * * *
We hereby acknowledge that:
o the Company is responsible for the adequacy and accuracy of the disclosure in the Filing;
o Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filing; and
o the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact the undersigned at +55.51.33232657 if you have any questions about this response letter. We understand that on submission of this reply we will have concluded the review process in respect of our Annual Report on Form 20-F for the year ended December 31, 2004.
Very truly yours,
GERDAU S.A.
By /s/ Osvaldo Burgos Schirmer
-----------------------------------------
Name: Osvaldo Burgos Schirmer
Title: Chief Financial Officer
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November 28, 2005
By EDGAR
Ms. Nili Shah
Accounting Branch Chief
Securities and Exchange Commission
Mail Stop 7010
100 F Street, N.E.
Washington, D.C. 20549
RE: Gerdau S.A. (File No. 001-14878)
Dear Ms. Shah:
We acknowledge receipt of the letter from the Staff of the Securities
and Exchange Commission, dated November 15, 2005, regarding our response to your
letter dated September 28, 2005.
As noted below in our response, we have agreed to change the
disclosures in our future filings. Our agreement to change or supplement the
disclosures in our filings is undertaken to cooperate fully with the Staff and
to enhance the overall disclosure in our filings, and not because we believe our
prior filing is materially deficient or inaccurate. Accordingly, any changes
implemented in future filings should not be taken as an admission that prior
disclosures were in any way deficient.
<PAGE>
Ms. Nili Shah
November 28, 2005
Page 2
NOTE 23 - SEGMENT INFORMATION, PAGE F-55
o We note your response to our prior comment
that you intend to present specialty steel
as a separate segment in your Form 20-F
report for the year ended December 31, 2005
if the trend in gross profit per ton is
confirmed at year-end. In consideration of
the net sales and gross profit amounts for
the five years ended December 31, 2004 on
page 6 of your response, we note that the
gross profit percentages for specialty steel
and long steel are significantly different
and have not fluctuated consistently. Per
paragraph 17 of SFAS No. 131 similar
long-term average gross margins for
operating segments would be expected if
their economic characteristics were similar.
As the gross margins of specialty steel and
long steel do not appear to be similar,
these two operating segments should not be
aggregated into a single operating segment
in your future filings.
Our response: We acknowledge your comment, and will start presenting
specialty steel as an individual reporting segment in our Form 20-F
report for the year ended December 31, 2005.
* * * * *
We hereby acknowledge that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the Filing;
o Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with
respect to the Filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please contact the undersigned at +55.51.33232657 if you have any questions
about this response letter. We understand that on submission of this reply we
will have concluded the review process in respect of our Annual Report on Form
20-F for the year ended December 31, 2004.
Very truly yours,
GERDAU S.A.
By /s/ Osvaldo Burgos Schirmer
-----------------------------------------
Name: Osvaldo Burgos Schirmer
Title: Chief Financial Officer
<PAGE>
Ms. Nili Shah
November 28, 2005
Page 3
Copy: Ryan Rohn
Division of Corporation Finance
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