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Welcome to Severstal Severstal is a global steelmaker with vertical-integration and a focus on emerging markets.
With high-value-added products in attractive niche markets, Severstals corporate strategy is to become one of the global industry leaders by EBITDA, and sustain a leading position by margins and returns on investment.
Severstal is a full-production-cycle operation which includes iron ore, coal and gold mining enterprises, scrap collection, steel mills and rolled product plants, as well as downstream production and distribution businesses. Our primary production facilities are geographically diverse, with locations in Russia, the United States, and a number of other countries, including Ukraine, Kazakhstan, Burkina Faso and Guinea. Severstal comprises three business divisions: Severstal Resources (including our gold business, Nordgold), Severstal Russian Steel, and Severstal International, comprising our North American operations.
Overview 01 Highlights 02 Severstal at a Glance 04 Chairmans Review Business Review 06 Chief Executives Review 08 Severstal Strategy 14 Risk Management 26 Performance Review 32 The Business System of Severstal 38 Severstal Resources 50 Severstal Russian Steel 62 Severstal International 70 Nordgold 78 Corporate Social Responsibility
Governance 83 Board of Directors 85 Board of Directors Report Financial Statements 95 Independent Auditors Report 96 Consolidated income statements 97 Consolidated statements of comprehensive income 98 Consolidated statements of financial position 99 Consolidated statement of cash flows 100 Consolidated statements of changes in equity 101 Notes to the consolidated financial statements
Further Information 172 Shareholder information and financial calendar 174 Contacts
Highlights 2010
Severstal capitalised on the improving market conditions efficiently, increasing production and sales volumes, raising margins, benefiting from vertical integration, and expanding its presence in markets with high growth and potential. Through making its asset platform more competitive and strengthening its management team, Severstal is well placed to make the most of the promising new year.
Groups financials Revenue in 2010 (US$)
Further Information
13,573m
(2009 revenue: 9,594m) Profit from continuing activities in 2010 (US$)
3,263m 577m
24.0% 0.14
1,427m
Net debt/EBITDA in 2010 (ratio)
1.3
01
Severstal at a Glance Severstal has three divisions: Severstal Resources, Severstal Russian Steel and Severstal International. Our product portfolio and strategy of focusing on high-value-added products in niche markets enable us to realise greater earnings than many of our peers, and to minimise market and product cyclical risks.
Severstal Resources
Severstal is one of Russias largest producers of iron ore and coking coal. The gold business, consolidated within Severstal Resources in the Nordgold company, is a significant player in emerging markets. Severstal Resources has the capacity and product mix to provide almost all of the iron ore and hard coking coal requirements of our steel operations.
Severstal International
Severstal International is a solid mid-sized US steelmaker with premium customers in the automotive, energy, and construction, industries. The companys Dearborn and Columbus facilities are two of the most advanced in North America, with partial upstream integration into coking coal production through the PBS Coals company also being part of Severstal.
Mining* 1 Vorkutaugol| (Vorkuta, Russia) 2 Karelsky Okatysh (Kostomuksha, Russia) 3 Olkon (Olenegorsk, Russia) 4 PBS Coals (Friedens, Pennsylvania, USA) 5 Severstal Liberia Iron Ore Ltd (Liberia, Putu Range Iron Ore deposit, license) 6 OOO UlughemUgol (Republic of Tyva, Russia, Tsentralnyi field coking coal deposit, license) Gold* 7 Neryungri-Metallic (Yakutia, Russia, subsidiary) 8 M ine Aprelkovo (Transbaikal region, Russia, subsidiary) 9 Buryatzoloto (Buryatia, Russia, subsidiary) 10 Suzdal (Eastern Kazakhstan, field) 11 Taparko (Burkina Faso, subsidiary) 12 Berezitoviy (Amur region, Russia, subsidiary) 13 Societe Miniere de Dinguiraye (Guinea, LEFA gold mine)
*Listed only selected major assets.
Steel products* 14 Cherepovets Steel Mill (Cherepovets, Russia) 15 Izhora Pipe Mill (St. Petersburg, Russia, subsidiary) 16 SMZ-Kolpino (St. Petersburg, Russia, subsidiary) 17 TPZ Sheksna (Vologda, Russia, subsidiary) 18 Gestamp-Severstal-Kaluga (Kaluga, Russia, joint venture) Metalware products* 19 Severstal Metiz (Cherepovets, Russia, subsidiary) 20 Severstal Metiz (Russia, Orel, subsidiary) 21 Severstal Metiz (Russia, Volgograd, subsidiary) Other companies* 22 Redaelli Tecna SpA (Italy, subsidiary) 23 Dneprometiz (Dnepropetrovsk, Ukraine, subsidiary) Scrap processing* 24 Vtorchermet (Cherepovets, Russia, subsidiary) 25 Murmanskvtormet (Murmansk, Russia, subsidiary) 26 Archangelski vtormet (Archangelsk, Russia, subsidiary)
*Listed only selected major assets.
Steel products* 27 Dearborn (Michigan, USA, subsidiary) 28 Columbus (Mississippi, USA, subsidiary)
*Listed only selected major assets.
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Overview
Production volumes of steel by Severstal Russian Sales volumes of coal by Steel and Severstal International in 2010 (tonnes) Severstal Resources in 2010 (tonnes)
Business Review
14.7m
(2009 steel production: 12.6m) Sales volumes of iron ore by Severstal Resources in 2010 (tonnes)
11.7m
(2009 coal sales: 9.1m) Sales volumes of gold by Severstal Resources in 2010 (k oz)
Governance
13.8m
603k oz
Financial Statements
Further Information
18 6 23 20 21 10 9
8 12
Europe
13 5 11
22
27 4 28
03
Chairmans Review
As a result revenue, margins and profits all grew strongly the Board was pleased to announce a return to the dividend list in the second half of the year. The Board continues to pay close attention to further improving standards of health and safety, with progress also made in this critical area. Capital expenditure rose as we progressed initiatives across the Group. We focus our investment activities on areas where we see the greatest potential for growth and can operate our integrated model in a competitive way on the regional cost curve. We made progress on major projects in Russia which will further strengthen our position in the higher growth automotive, construction and infrastructure sectors. These include the construction of a mini-mill at Balakovo in the Saratov region, due to be completed in 2013, with a production capacity of one million tonnes a year. We took the decision to refocus our North American operations on our Dearborn and Columbus facilities. These are amongst the most efficient in the region and are integrated with our PBS Coals operation, while being well positioned to supply the buoyant automotive sector. After the year end, we announced the sale of our Warren, Wheeling and Sparrows Point facilities. In Europe we also decided that Lucchini does not fit our preferred integrated model and we, therefore, classified it as held for sale.
Our strength as an integrated steel and mining group enabled Severstal to make good progress in 2010 as economic recovery gathered momentum and steel prices returned to higher levels.
10 Year Highlights
2001 2003
Consolidation of Russian mining assets within Severstal creates one of the highest levels of raw materials selfsufficiency in steelmaking among Russian players
2005
Severstal stock is listed on MICEX
2007
Severcorr Mini-Mill, one of the most modern steel mini-mills in the US (later renamed Severstal Columbus), begins operation Severstal commences development of the Balakovo Long Product Mini-Mill in Russia as a move to expand its presence in a promising market and enhance the product mix
2006
Initial public offering on the London Stock Exchange Severstal completes the construction of the Izhora Pipe Mill, a large-diameter pipe producer in Russia
2004
Issuing its first Eurobond, Severstal gains international recognition as a reliable public debt borrower Severstal enters the US market following the acquisition of Rouge Steel, forming Severstal North America, now called Dearborn, an integrated steelmaking facility based in Michigan
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Overview
We continued to achieve high returns from our mining activities, with higher prices and expanded production over the year. We also laid the foundations for future growth with major new greenfield initiatives, including winning licences for new projects in coking coal in Russia and iron ore in Africa. The development of Nordgold demonstrates that we can also generate returns by using our mining and regional competences selectively for other high value minerals. In December we announced a Memorandum of Understanding to establish a joint venture to build an integrated steel plant at Karnataka in India, one of the worlds most attractive growth markets. The joint venture will operate to our integrated model, with self sufficiency in coking coal and locally mined iron ore. Severstal remains committed to high standards of corporate governance. The Board is well balanced between executive and non-executive Directors and scrutinises managements performance against agreed goals. We also seek to continuously evolve the senior management team. In September we announced that Alexander Grubman would assume the role of CEO of Severstal Russian Steel and Vadim Larin the role of CEO of Severstal Resources. Both have extensive experience across our operations and are, therefore, well qualified to ensure we continue to drive efficiency and capture the maximum benefit from our vertically integrated model.
We were very saddened to report the untimely death in December of Anatoly Kruchinin, aged only 50. He joined Severstal in 1982 and gave almost thirty years of distinguished service, culminating in his work as CEO of Severstal Russian Steel. Anatoly was a highly respected and popular colleague who we will miss greatly. The Board would like to express its condolences to his family and friends. We finished 2010 with good momentum, which bodes well for our continued development in 2011. We believe the steel market is likely to remain strong as a result of high raw material pricing and steel product re-stocking. With an increased focus on higher growth market segments, high levels of self sufficiency in coking coal and iron ore, and an expanding emerging market dimension, Severstal is well placed to achieve another year of good progress.
2008
Severstal streamlines its corporate structure, creating three divisions: Severstal Russian Steel, Severstal Resources and Severstal International Severstal receives first international mining exposure acquiring PBS Coals, a coking coal producer in Pennsylvania
2009
Severstal introduces a new corporate brand identity reflecting the companys truly global nature and its status as a leader in the metals and mining industry Severstal launches an ERP (Enterprise Resource Planning) project implementing SAP software to increase the efficiency of its key business processes
2010
Severstal consolidates its gold assets within a single structure named Nordgold, a major emerging-markets player Severstal launches its 250,000 tonne capacity new pipe-section mill Severstal TPZ Sheksna, located in the Sheksna industrial zone of Russias Vologda region
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Global economic recovery in 2010 brought more visibility and optimism to our business, and we emerged from the economic downturn stronger and with an improved financial performance. The major strengths of our vertically-integrated model, cash generative business and investment programmes, continue to give us a powerful competitive position.
Revenue for the year increased by 41.5% to US$13,573 million as a result of increased sales growth in each of our segments, while profits from continuing operations were US$1,427 million. Central to our revenue growth during the year were sales of steel products to the Russian market, sales of mining products to third parties, and the rapid expansion of our gold business. We produced a strong operating cash flow with US$1,259 million and net debt/EBITDA was 1.3x at the end of the year, below our 1.5x target threshold. During the year we capitalised on improving market conditions by increasing production and sales volumes, maintaining high margins, using the benefits of vertical integration, and further expanding our presence in markets with higher growth potential. Our performance
Strategy
Our key financial objective is to become one of the leaders by EBITDA in the global steel industry, while retaining one of the leading positions by margins and returns on investment. Our vertical integration is the key to these returns, with high self-sufficiency in iron ore and coking coal. The Cherepovets Steel Mill, our Russian asset, is one of the worlds lowest-cost producers, while in the US, we are one of the most modern steel producers. Pricing pressure in the world markets underlines the strength of our vertically-integrated model. We will continue to focus our investment activities on areas where we see the greatest potential for growth, and therefore we will be investing in steel-related mining as well as expanding our Russian steel operations. In our restructured North American assets we aim to invest in creating a wider product offer to higher growth market segments such as automotive. Our wholly-owned indirect subsidiary Nordgold, which runs our gold operations, has grown rapidly into an established producer focused on emerging markets and is a growing contributor to our financial results. We continually review our asset portfolio and strategic development priorities to ensure we generate the highest returns for shareholders from the allocation of capital to development opportunities open to us as an international steel and mining company. We will also target new frontiers to further expand our presence in areas with high growth potential such as India.
Our performance reflects the hard work and excellence of all our employees. Our people are at the core of Severstal and were a critical factor in our achievements
06 Annual Report and Accounts 2010 Severstal
Overview
Investment
Cash capital expenditure in 2010, excluding discontinued activities, totalled US$1,251 million and was in line with our target for the year. We continued to invest selectively across our operations, to expand mining and steel production volumes, increase output of high value-added steel products, improve our operational efficiency and reduce costs. This year we will focus capital expenditure on ongoing projects, on improving operating efficiency, and on ensuring we maintain industry-leading standards of health and safety. Our target investment programme for 2011 is more than US$2 billion approximately twice the level of 2009. We will invest a significant proportion of this in Severstal Russian Steel, with the remainder in Severstal Resources and the North American operations of Severstal International.
Severstal International
In North America our priority is to ensure our assets provide a more flexible and efficient cost base and following the disposal of assets after the year end, we are focusing on our Dearborn and Columbus facilities. Though still challenging, the US steel market gradually recovered in 2010 and, driven by both volumes and prices, revenue from continuing operations was up 26.0% at US$2,912 million and EBITDA was US$86 million. We expect the cost position of Columbus and Dearborn to improve further as a result of a recovering steel market environment and additional investment in their operational efficiency. In 2011 capital investment at Severstal North America will be approximately US$465 million, helping us to unlock value in the US and to optimise our footprint. Our European operations represent Lucchini segment which classified as held for sale as of December 31, 2010. In February 2011, Severstal signed an amendment to Lucchinis share purchase agreement cancelling the buy-back option and the entitlement, for the benefit of the Group, to any gain on a subsequent sale of this stake to a third party. From this date Severstal accounts Lucchini under equity method.
Business Review Governance Financial Statements
Further Information
Outlook
The steel market is likely to remain strong in the first half of 2011 and an improvement in margins is likely to stimulate increased output globally. As a result, we expect steel and raw material prices to moderate in the second half of the year while production volumes remain high as average capacity utilisation stays below 80%, against a background of solid demand growth. We expect gold prices to remain firm. In Russia and the CIS steel demand is expected to increase by approximately 8% year-on-year in 2011 while in the US the automotive industry will continue to be the best steel-consuming segment in a growing market. Accelerating economic growth in our key markets in 2011 should produce another strong year for Severstal as demand for steel improves and raw material prices rise.
Severstal Resources
Financially, 2010 was one of the strongest years ever for our Resource division. Revenue increased to US$3,484 million due to both volume and prices, and EBITDA totalled US$1,551 million, while the full year EBITDA margin was 44.5%. The results reflected a combination of favourable market conditions, the flexibility of our production and sales team and the effect of the previous years initiatives to increase the efficiency of our operations. Mining activities will continue to provide a strong source of growth and we intend to expand iron ore and coal production as well as other mining operations. Our gold business Nordgold has grown rapidly into an established producer with assets in emerging markets and, following our decision to postpone its initial public offering, we will continue to develop the business.
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Severstal Strategy Our strategy is to become one of the global industry leaders by EBITDA and sustain a leading position by margins and returns on investment.
One of Severstals main strategic priorities is to maintain resilience to the industrial cycle through high margins and conservative financial ratios. We target at least 20% EBITDA margin over the cycle as one of the key performance indicators. We also target a net debt/normalized EBITDA* ratio of not more than 1.5. We are happy to report that we successfully achieved both targets in 2010. Thanks to a strong performance of our core assets in Russia, and ongoing restructuring of our facilities in the developed markets, our EBITDA margin increased from 16.6% in 2009 to 24.0% in 2010. By the end of 2010, we reduced 2010 net debt/EBITDA to 1.3, bringing us to a targeted level of financial leverage. We will continue our focus on high-margin, resilient and growing regional and product markets in steel and mining, to ensure that we sustain our meeting of these targets, despite inherent industry volatility.
*Normalized EBITDA average EBITDA from 2004 and till current year.
08
Overview
Governance
Cost competitiveness We believe that cost competitiveness in every region where we produce steel is a vital element of our success, and a key to industry-leading margins and returns on investments. Our flagship facility, Cherepovets Steel Mill, is one of the worlds largest standalone integrated steelworks by capacity. It has also consistently been ranked as one of the ten lowest-cost steel producing plants in the world. After asset restructuring in the US, and upon the completion of the long-term investment programme in 2011, Severstal Dearborn and Severstal Columbus will be the most efficient and modernised facilities in the US. We will also continue our relentless focus on managing costs in our mining facilities, to counter the global trend of rising mining costs.
Vertical integration Vertical integration is an integral part of our business model. We are one of the few international steel companies with a strong position in both iron ore and coking coal. We are fully self-sufficient in primary steel-related raw materials in Russia, and in the US our local coking coal capacities are more than sufficient to provide full economic integration for our steel plants in North America. We target at least 80% global economic self-sufficiency in both iron ore and coking coal, to secure cost competitiveness, improve total margins, and smooth our performance over the cycle. We build and develop steel assets only in those regions where its possible to get access to competitive raw materials at a price below global benchmarks. We will continue to prioritise investments in raw materials to achieve this selfsufficiency goal, so that our steel production is fully balanced by own iron ore and coking coal.
Presence in consolidated and growing markets The high level of market consolidation secures better production discipline, while our presence in growing markets allows us to increase our revenues and earnings together with our customers, and target emerging high-potential niche segments. Our main regional markets demonstrated excellent growth rates in 2010 on the back of recovery from the global economic crisis: steel demand in Russia grew by approximately 35%, and in the US, by approximately 30% year-onyear, according to the World Steel Association. We have a positive mid-to-long term outlook for all our target regional markets. We expect at least 8% growth in demand for steel in Russia in 2011, and continuing sound growth thereafter, on the back of rising personal incomes and growing demand for modern housing, cars and much-needed infrastructure. After the economic recovery is complete, US steel demand will rise in line with the long-term trend, determined by population growth and the need to build up previously underinvested infrastructure. Our new focus India will be one of the highest growth areas in the next decade, with the annual increase in demand for steel in excess of 7-8% a year for the next decade.
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10
Overview
11
Further development of the Putu Range Diversification into a new prospective iron ore project in Liberia market of metallic iron
Alexander Soloviev Putu Range Project Leader "In 2008, Severstal acquired a 61.5% stake in African Iron ore Group Ltd, located only 130 km inland from the deepwater shoreline of eastern Liberia. We are advancing the project in a joint venture with African Aura Mining Inc, which has a 38.5% interest in the project. The project has estimated resources of 2.37 billion tonnes of hematite/magnetite iron ore within the planned pit, with an estimated grade of 34% Fe based on a report issued by SRK Consulting Ltd in February 2011, prepared under the Guidelines of National Instrument 43-101. SRK Consulting also identified the potential for a further 1 billion tonnes to 2.5 billion tonnes of iron ore below the projects existing pit shell. To date, about 41,000 metres have been drilled and further extensive drilling is underway as part of the Bankable Feasibility Study, scheduled for completion in 2014, with interim Pre-Feasibility study being completed by 2012. In 2010, a Mineral Development Agreement for Putu Iron Ore Project was granted and ratified by the Government of Liberia. The MDA sets the fiscal regime for the development and mining of the Putu iron ore project for a period of twenty-five years and is extendable in line with the life of the mine. We expect to start production at the end of 2017, with potential output of at least 20 million tonnes of concentrate. This project will allow us to become a significant player in the iron ore seaborne market." Artem Simonov-Beschinskiy IMBS/IIBG Project Leader "In 2010, Severstal acquired a 25.6% stake in Iron Mineral Beneficiation Services (Proprietary) Limited (IMBS), a research and development company based in Johannesburg, South Africa. IMBS has developed a low-cost Finesmelt technology capable of processing iron ore fines and thermal coal into valuable metallic products similar to DRI/HBI. The primary product of the Finesmelt process is a highly metallised metallic iron briquette, which is produced at lower than melting temperatures. The technology is a low-cost electric thermo-chemical technology process that converts 62+% superfine iron-bearing material, such as magnetite and hematite, into high quality metallic iron without agglomeration. The Finesmelt plant design is modular and scalable with limited infrastructure requirements. This makes it possible to achieve comparatively low capital and operating costs. The process is also an environmentally sustainable and has a capacity to use iron ore waste dumps and tailings. The end product represents a high-quality substitute for scrap metal in steel production, primarily for consumption by Electric Arc Furnaces. IMBS has formed a joint venture to implement its first commercial project at Phalaborwa, South Africa, at the site of Rio Tintos Palabora Mining Company. Construction is planned to start in April 2011 and commissioning is planned for early 2012. The initial capacity of the Palamin project is 50,000 tonnes a year of metallised product, and will be further expanded up to at least 500,000 tonnes a year. IMBS aims to produce up to 3.0 million tonnes of the product a year in South Africa by 2017. Industrial Development Corporation (IDC), the state owned investment agency of South Africa, has committed to providing necessary political, economical, and financial support and joined the Palamin project as an equity partner. As part of the transaction with IMBS, Severstal also acquired a 51.0% stake in International Iron Beneficiation Group Limited (IIBG), a newly formed company that has an exclusive licence to commercialise the Finesmelt technology worldwide (outside of South Africa and neighbouring countries)."
Severstal Annual Report and Accounts 2010 13
Risk Management
Severstal top team, managers and employees at each level are responsible for developing and using the risk management system
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Overview
Severstals operations are subject to certain risks. Our top team, managers and employees at each level are responsible for developing and using the risk management system, and we have a risk management committee to coordinate its implementation, with key managers as its members.
The Board of Directors and top management control the risk management systems effectiveness. We describe the most important risks below. domestic steel demand increased by 37%, which adjusted both capacity utilisation levels and prices. This in turn had a significant positive impact on Severstals 2010 financial results. Although raw materials costs rose in 2010, we benefited as a vertically-integrated producer. The moderate setback of Russias economy during the second half of 2010 (3.0% GDP growth compared to 4.0% for the first half of the year) was partially explained by the summer drought, and had a temporary effect. In 2010, inflation in Russia was 8.8%, almost at the same level as in 2009 (Rosstat). This rate is slightly higher than the forecast level of 78%. One of the main reasons for this is the summer drought and the related growth in food prices. Although the current official inflation forecast for 2011 is 67%, during the first two months of 2011 it has already amounted to 3.2%, and official government agencies do not rule out that the total figure for 2011 could be in double digits. Certain costs of Severstals Russian operations, such as wages, utilities, construction and maintenance costs, are quite sensitive to possible general price increases in Russia. However, due to competitive pressures, we might not be able to transfer fully the increased costs to our customers and to preserve operating margins. But as a value-added producer, we do have a certain customer loyalty as an advantage. Mitigation The geographic diversification of our sales helps to minimise the negative impact of economic risks. The domestic market is our main focus, but our ability to change quickly the geography of our shipments provides more flexibility in reacting to the different challenges of the external environment, and helps us to insure ourselves against a sudden regional crisis. The majority of experts suppose that the global economic crisis is over. Nevertheless, we are monitoring the most important advance indicators of the possibility of an economic slowdown. We are also developing economic scenarios to prepare our management for possible negative changes in the external environment.
Political risks
Severstal performs its main activities in Russia and other CIS states, as well as in North America, Europe, Africa and Asia, and we are registered as a taxpayer in various countries. The overall political climate differs significantly between countries, as do the limitations on business activity, assets expropriation and confiscation rules, monetary systems and their potential negative changes, and the potential for other crisis factors due to government policy. There is a possibility that new trade barriers may be established, which could have a negative impact on our export or import operations. Political risks also include potential conflicts, terrorist acts, social unrest, and the introduction of a state of emergency. All these might influence our activities and although none of them has directly affected our business so far, they could have an adverse effect on our business, financial condition, and the results of our operations. Mitigation The majority of our production facilities and business operations are located in regions and countries with a stable political and social system. All our operational and investment decisions imply proper risk assessment and monitoring on a continuing basis. In those countries where the political situation is unstable, we undertake additional risk mitigation measures, such as specialised types of insurance against political risks.
Further Information
Economic risks
Russia is seriously dependent on the level of world commodity prices. Their decline may cause the price of Severstals shares to fall, and lead to a decrease in the purchasing ability of our customers which, in turn, will have substantial negative consequences for the company. In 2010, the world economy demonstrated an overall upward tendency. According to the International Monetary Fund (IMF), global GDP increased by 3.9% during the year, which is 0.8% higher than expected. Russias GDP in 2010 climbed by about 4% year-onyear, total fixed assets investments increased by 7.5% and recorded industrial production growth was 7.5%. This robust economic and demand recovery had a very significant impact on both pricing and demand for steel products, iron ore and coking coal. In 2010,
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Overview
While developing our forecasting system, one of our main goals was to provide a consistency of economic and industry forecasts. It is also important to remember that the global economy is cyclical, and periods of upturn are usually followed by downturns and vice versa. We use a bottom-up approach, starting with our global and regional GDP through steel and raw materials demand-supply balances, and ending up with a set of coherent price forecasts for steel and raw materials. We also put a lot of effort into controlling our development of accurate forecasts. We systematically compare our views on the market with the opinions of other industry analysts, as well as with our previous forecasts. Alexander Malanichev Head of Strategic Marketing Early Warning System The Early Warning System (EWS) aims to keep up with the most current global economic, industry and market developments. We have identified a set of economic and industrial leading indicators, allowing us to predict pivot points on the global steel and raw materials markets three to six months in advance. As in long-term forecasting, we always consider the opinions of industry analysts as well as those of our company experts. This gives us an understanding of the general industry mood, together with some marginal views, even though our opinion might differ from them both. Also by working on the EWS we constantly track the convergence of short-term and long-term forecasts, and control forecast accuracy through a 90% confidence interval into which all our forecasts fall. If a forecast is out of the interval, we investigate it individually using a fishbone diagram. One of the key applications for the EWS is a discussion at monthly senior management meetings, which helps managers keep track of the recent market situation and align their opinions with the near-term market development. The EWS is also available to anyone in the company by downloading it from an online database called Marketing Information System. Even though professional forecasting is a relatively new function at our company, a lot of positive outcomes are already in place. We now have a centralised forecasting function, allowing our strategy planning to be carried out on a single basis. Also, our forecasts now work out better than a consensus of other analysts and we can develop cyclical forecasts, always reminding the counterparties of the downside risks.
Further Information
17
Competition risks
The markets for steel and steel products are highly competitive. Steel producers are also in competition with producers of substitute materials, particularly in the automotive, construction and packaging industries. Severstals competitors include major international steel producers, some of which are larger or have greater capital resources than we do or, in some cases, they have lower raw materials costs than ours. Our competitors may also have competitive advantages in terms of location and access to key suppliers and transport routes, and our competitive position may be further affected by the recent trend towards consolidation in the steel industry. The highly competitive nature of the industry, combined with excess production capacity for some steel products, has exerted and may in the future continue to exert downward pressure on the prices of some of our products. There can be no assurance that we will be able to compete effectively in the future. Reduction or elimination of trade barriers The Russian Government has enacted various trade barriers, such as import customs duties, specific kinds of duties (including anti-dumping duties) and licensing against imports of foreign steel products. One example is import customs duties on certain steel products imported from outside Russia, excluding countries in the CIS. These customs duties are generally: (i) 5.0% of the customs value of some commodity steel products (for example, rolled steel and steel rod); (ii) 15.0% of the customs value of a variety of value-added products (for example, pipe). These trade barriers provide protection for domestic steel producers in Russia against foreign competition by effectively increasing the prices of imported products compared to domestically available products. However, in the event of Russias entry into the WTO, the Government may be required to reduce or eliminate these trade barriers and there can be no assurance that other similar agreements will not be concluded in the future. The reduction or elimination of trade barriers would increase competition in the Russian steel industry, resulting in lower prices for steel products. On the whole, the Russian market is one of the least protected in terms of trade barriers against import, compared to the key markets the US, the EU and Mexico.
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We manage the sector risks regarding the provision of raw materials and services by establishing long-term mutually advantageous contracts with key suppliers
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Financial risks
Credit risk
Counterparties risks clients Severstal has developed and implemented policies and procedures to manage credit risks, including credit committees approvals. A bank guarantee from the approved bank is normally required, or credit insurance if credit terms are granted. Letters of credit may be used as well. After the credit committees approval, products may be sold to key customers under deferred payment conditions. Counterparties risks financial institutions The bankruptcy or insolvency of any banks we work with could adversely affect our business. Another banking crisis, or the bankruptcy or insolvency of the banks which hold our funds, could result in a loss of income for several days, or affect our ability to complete banking transactions in Russia and this could have a material adverse effect on our business, financial condition, the results of our operations and our future prospects. Furthermore, any shortages of funds or other disruptions to banking experienced by our banks from time to time could also have a material adverse effect on our ability to complete our planned developments or to obtain the finance we need for our planned growth. Again, this could have a material adverse effect on our business, financial condition, the results of our operations and our future prospects. Mitigation In order to minimise the potential risk of counterparties defaults, our management diversifies the number of our financial counterparts and holds liquid assets in several banks under flexible conditions within certain limits. These limits are determined and approved quarterly by our CFO under a developed and enforced internal procedure. The financial conditions and the surrounding environment of financial counterparts are regularly monitored to foresee counterparties defaults and minimise the potential negative impact. Interest rate fluctuations Interest rates on our debt finance are either fixed or variable, at a fixed spread over LIBOR or Euribor for the duration of each contract. Therefore, in the case of borrowings at a variable rate of interest, we are exposed to the effect of fluctuations in interest rates, and
20
Overview
Mitigation To mitigate technical and technological risks, we choose contractors for the construction and installation of equipment carefully. We regularly assess employees and provide necessary training, and have a company-wide development programme in place. Mergers and acquisitions Severstal has grown rapidly, and we intend to pursue opportunities to grow our operations through further acquisitions. However, there can be no assurance that we will be able to integrate successfully such acquired companies, or identify suitable acquisition targets. In recent years, we have increased our ownership interests in a number of companies, and acquired other companies, businesses and production assets. In particular, Severstal Resources has acquired a number of mining operations, both gold and iron ore, and Severstal International in the US has made several other acquisitions. We may consider future acquisitions of assets or companies that we believe are aligned with our corporate strategy and financial targets and offer significant potential synergies. In particular, we are considering growth opportunities in Africa, specifically in Liberia, Congo, Burkina Faso, Guinea and Gabon, and other emerging markets. The success of past, current and future acquisitions will depend on our ability to manage the assimilation of the acquired assets or companies into our operations. We need to do this despite the inherent difficulties, such as: existing operational inefficiencies, cultural differences, redundancies of personnel, incompatibility of equipment and information technology, production failures or delays, loss of significant customers, problems with minority shareholders in acquired companies and their material subsidiaries, the potential disruption of our own business, the assumption of liabilities relating to the acquired assets or businesses, the possibility that indemnification agreements with the sellers of such assets may be unenforceable or insufficient to cover potential liabilities, the impairment of relationships with employees and counterparties as a result of difficulties arising out of integration, poor records or internal controls, and difficulties in establishing immediate control over cash flows. Furthermore, there can be no assurance that we will be able to achieve the target synergies in our operations with recent or planned acquisitions.
Operational risks
Investment effectiveness Severstal will require a significant amount of cash to fund its capital expenditure programme. If we are unable to generate this cash through operations or external sources, this programme may not be completed on schedule, or at all. Steel production and mining are capital intensive businesses. In particular, we have undertaken a capital expenditure programme focused on the modernisation and development of our existing steel production and mining facilities. Thus far, we have cash capital expenditures (excluding Lucchini and the North America disposal groups) of US$ 1.7 billion in 2008, US$ 809 million in 2009 and US$ 1.25 billion in 2010. We plan to rely on cash generated from our operations, and, to a lesser extent, on external financing, to provide the capital needed for the capital expenditure programme. However, there is no assurance that we will be able to generate adequate cash from operations or that external financing, if necessary, will be available on reasonable terms. In addition, our capital expenditure programmes are subject to a variety of potential problems and uncertainties. These include changes in economic conditions, delays in completion or delivery, cost overruns, and defects in design or construction, all of which may create the need for additional cash investment. Furthermore, our capital expenditure programme includes plans to acquire significant amounts of new equipment, including more advanced technologies. While such new production equipment and technologies are aimed at increasing the operational performance of our facilities, there can be no assurance that the equipment will meet its intended production targets on a timely basis, or at all, and this could result in reduced production, delays or additional costs. Moreover, to finance the programme, we may incur a substantial amount of additional debt, and the interest and principal repayments on this may be a significant drain on our cash flow. The failure or delay of our capital expenditure programme or the significant increases in financing costs that may be incurred to fund the programme could have a material adverse effect on our business, financial condition, and the results of our operations.
21
We regularly assess employees and provide necessary training, and have a company-wide development programme in place
22
Overview
Social risks
Severstals business depends on good relations with its employees. A breakdown in these relations and/or restrictive labour and employment laws could have a material adverse impact on us. Although we believe our labour relations with our employees are good, there can be no assurance that a work slowdown or stoppage will not occur at any of our operating units or exploration prospects. At most of our business units, there are collective bargaining agreements in place with labour unions. Any future work stoppages, disputes with employee unions or other labour-related developments or disputes, including renegotiation of collective bargaining agreements, could result in a decrease in our production levels. They could also lead to adverse publicity or an increase in costs, which could have a material adverse effect on our business, financial condition, and the results of our operations. Mitigation We pay special attention to staff support and development programmes. We undertake sociological surveys of employee satisfaction, create the conditions for the development and fulfilment of employees working potential, and implement programmes of social assistance. Activities in different parts of our business include employee healthcare, support for maternity and childhood, catering and recreation organisation, social assistance for retired staff and veterans, staff education and development, and social incentives for the best employees.
Business Review Governance Financial Statements
Additionally, the value of any business we acquire or invest in may be lower than the amount we pay for it for example, if there is a decline in the position of that business in the market or markets where it operates, or a decline in the market generally. Developed markets, such as Western Europe and the US, may offer lower margins generally, compared to Russia and the CIS. We may not be able to identify suitable acquisition targets, and future acquisitions may not be available to us on terms as favourable as in the past. We may also in the future face significant competition for potential acquisitions. When making acquisitions, it may not be possible for us to conduct a detailed investigation of the nature of the assets we are acquiring for example, due to time constraints in making the acquisition decision and other factors. We may also become responsible for additional liabilities or obligations we did not foresee at the time of the acquisition, such as any financial liabilities entered into by the previous management before completion. Any or all of these difficulties, if they occur, could have a material adverse effect on our business, financial condition, and the results of our operations. A substantial portion of our gold assets were obtained through the acquisition of interests in public companies, and limited due diligence was conducted in connection with such acquisitions.
Further Information
23
24
Overview
Administrative sanctions We have expanded our operations through the acquisition of companies that are incorporated and operating in Russia, or by acquiring assets that are located in Russia, such as the mining companies that currently comprise Severstal Resources. Some of these acquisitions are, or were, subject to the prior approval or subsequent notification requirements of the FAS, or its predecessor agencies. Certain portions of these requirements are worded vaguely, and there can be no assurance that we will be able to comply fully or that the FAS will not challenge our past compliance, which could result in administrative sanctions, required divestitures or limitations on our operations. Any such sanctions, divestitures or limitations would have a material adverse effect on our business, financial condition, and the results of our operations. Licence agreements Our business depends on the continuing validity of our licences, the issuing of new licences and our compliance with the terms of our licences, including subsoil licences for our mining operations in Russia. Regulatory authorities exercise considerable discretion in the timing of licence issuing and renewal, and in monitoring licensees compliance with licence terms. Requirements imposed by these authorities may be costly and time-consuming, and may result in delays in starting or continuing exploration or production operations. Moreover, legislation on subsoil rights remains internally inconsistent and vague, and the acts and instructions of licensing authorities, and the procedures by which licences are issued, are often arguably inconsistent with legislation. In addition, our business outside of Russia also depends on the continuing validity of licences, the issuing of new licences and compliance with the terms of such licences, which may involve uncertainties and costs for us. Any or all of these factors may affect our ability to obtain, maintain or renew the necessary licences. If we are unable to obtain, maintain or renew the necessary licences or can obtain or renew them only with newly introduced material restrictions we may be unable to benefit fully from our reserves, and this could have a material adverse effect on our business, financial condition, and the results of our operations.
Mitigation We base our activities, Russian and international, on strict adherence to all applicable laws and regulations tax, customs, and currency control. We ensure monitoring and timely, appropriate reaction to changes, and strive to maintain constructive dialogue with regulators on issues of interpreting and implementing laws and regulations. In particular, we work with Russian federal and local authorities, and participate in the Russian Union of Industrialists and Entrepreneurs and various ad hoc governmental committees. Our international activities are analysed both by in-house lawyers and respectable local or international law firms. We always hold negotiations with government bodies, such as anti-trust, financial and securities market authorities, in good faith and in strict compliance with their regulations, to maintain long-term constructive dialogue.
Our comparatively low production costs for most products allowed us to offer competitive pricing internationally
25
Performance Review
EBITDA 2010 (US$)
3,263m
13,573m
(2009 revenue: 9,594m)
24.0%
Notable drivers of revenue growth in 2010 were sales of steel products to the Russian market, sales of mining products to third parties, and accelerating quarter-to-quarter gold sales globally on the back of the rapid expansion of our gold business
26 Annual Report and Accounts 2010 Severstal
Overview
Our outstanding performance in 2010 reflected our efficient vertically-integrated asset structure and improving market conditions. Revenue was US$13,573 million, up 41.5% on 2009; EBITDA was US$3,263 million, 105.3% higher than the previous year.
Revenue drivers
In 2010, crude steel production increased by 16.6% compared to 2009, and reached 14.7 million tonnes. In 2010, revenue was US$13,573 million, up 41.5% on 2009. Severstals Revenue
US$ million
Severstal North Americas contribution to Group revenue, after intersegment transactions, fell from 24.1% in 2009 to 21.5% in 2010 due to a challenging market. Severstals revenue by segment*, 2010 * Including interdivision adjustments of a US$1,637.3 million for 2010 and US$769 million for 2009.
Share of segment sales in total sales (without intersegment sales) 12 m 2010 12 m 2009
Severstal Russian Steel division Severstal North America division Severstal Resources division
Financial Statements
EBITDA drivers
EBITDA was US$3,263 million, up 105.3% on the previous year. Severstals EBITDA
US$ million
Further Information
2009 2010
9,594 13,573
2009 2010
1,589 3,263
Notable drivers of revenue growth in 2010 were sales of steel products to the Russian market, sales of mining products to third parties, and accelerating quarter-to-quarter gold sales globally on the back of the rapid expansion of our gold business. Segments contribution to Group revenue growth in 2010, US$ million
14,000 13,000 12,000 11,000 10,000 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 600 1,613 13,573 (870)
2,636
2010 EBITDA was strongly driven by Severstal Resources. For the first time in the Companys history the contribution of Severstal Resources and Severstal Russian Steel at the EBITDA level were almost equal for the year. Severstal Russian Steel EBITDA totaled US$1,677 million versus US$1,551 million generated by Severstal Resources. In Q4 2010, Severstal Resources EBITDA exceeded that of Severstal Russian Steel: US$510 million versus US$406 million, respectively. This reflected a much improved mining environment supported by the growing contribution of our gold segment. The Group EBITDA margin increased from 16.6% to 24.0%. Segments input to Group EBITDA growth in 2010, US$ million
3200 3,263 (42)
9,594
2200 358
Revenue 2009 Russian Steel Division Severstal Severstal North America Resources Division Division Intersegment Revenue 2010
200 1,158
1,589 1200
In 2010, Severstal Russian Steel contributed 63.9% of Group revenue, after inter-segment transactions, and remained the most important division by share of revenue. Severstal Resources share of Group revenue, after inter-segment transactions, increased to 14.7% in 2010 compared to 12.0% a year earlier. This increase was due to favorable market conditions and a growing contribution from the gold segment. Revenue rose 86.2% to US$3,484 million (FY 2009: US$1,871 million) and EBITDA was up 294.7% to US$1,551 million (FY 2009: US$393 million).
200
EBITDA 2009 Russian Steel Division Severstal North America Division Severstal Resources Division Intersegment EBITDA 2010
27
4,000
2,949
10
(393) (208) 2,025
3,000
5 0 -5 Severstal North America* Severstal Russian Steel Severstal Resources Lucchini (discontinued operations) Intersegment adjustments
2,000
1,000 0
December 2009 Cash & ST Deposits Operating CF Investing CF Financing CF Cash of discontinued operation December 2010 Cash & ST Deposits
Major investments In line with our plans, the following expansion projects were completed or advanced in 2010: In June 2010, we completed construction and launched the Sheksna Pipe Plant (TPZ-Sheksna) close to our main Russian steelmaking facilities in Cherepovets. The plant is capable of producing 250,000 tonnes of electric welded pipes and other profiles for the construction industry per year. We invested US$22.5 million in this project in 2010 out of the total investment of US$146.9 million. In July 2010, the Gestamp-Severstal-Kaluga Stamping Facility was commissioned in the Kaluga Region, one of the biggest Russian centers of high-quality automotive steel demand. The plant produces body components for the Volkswagen plant located in the same area. Target annual output is 13 million stamped parts. Total investment into this joint-venture with Gestamp, an international producer of metal components for the automotive industry was about 89 million. Total investment into this joint-venture with Gonvarri, part of Gestamp was about 40 million. In December 2010, we commissioned a new hot dip galvanizing line at the Cherepovets Steel Mill with annual production capacity of 400,000 tonnes of galvanized products. We invested US$41.3 million in this project in 2010, out of a total target investment of US$86.7 million. At Cherepovets Steel Mill, we spent US$43.2 million on the construction of the second colour-coating line, adding 200,000 tonnes of value-added capacity upon completion in 2011.
* Net cash from operating, investing and financing activities includes negative US$598 million of net cash flow from discontinued operations related to Lucchini and North America disposal groups: December 2009 cash includes US$96 million of short-term deposits; December 2010 cash includes US$13 million of short-term deposits; December 2009 cash includes Lucchini and North America disposal groups.
Capital investments
Our cash capital expenditures in 2010 totaled US$1,251 million (capital expenditures including discontinued operations totaled US$1,366 million) and were in line with our target for the year, as we continued to invest selectively across our operations in order to expand mining and steel production volumes, increase output of high-value-added steel products, improve our operational efficiency and reduce costs. Severstals capital investments (US$ million)
Segment 2010 2009 Change yearon-year %
Severstal North America* Severstal Russian Steel Severstal Resources Lucchini (discontinued operations) Intersegment adjustment Total capex
*Including discontinued operations.
28
Overview
We are continuing the construction of the Balakovo Long Product Mini-Mill in central Russia. This has an expected capacity, upon completion in 2013, of one million tonnes per year of long products for the construction and infrastructure industries. We invested US$162.2 million in this project in 2010, out of a total planned investment of US$693.0 million. At Vorkutaugol, we invested US$11.1 million to develop our own electric power generation and washing plants processes (US$7 million and US$4.1 million, respectively). Once completed in 2011, the captive electric power station will reduce our electricity purchase costs substantially. Also at Vorkutaugol, we invested US$26.4 million in the Usinskoe deposit, a major coking coal reserve, which we will develop. Also at Vorkutaugol, we invested US$ 21.8 million in longwall mines and washing plants (US$17 million and US$4.8 million, respectively). Capital expenditure on longwall coking coal mines was US$3.9 million in Komsomolskaya deep mine, US$2.5 million in Severnaya deep mine, US$0.4 million in Vorkutinskaya deep mine, US$5.1 million in Zapoliarnaya deep mine, US$4.5 million in Vorgashorskaya and US$0.6 million to explore Yunyaginskiy open pit. Capital expenditure on washing plants amounted to US$2.9 million at Pechorskaya washing plant, US$1.4 million at Severnaya washing plant and US$0.5 million at Vorkutinskaya washing plant. In our gold business, we installed additional processing capacity and made operational improvements at the Berezitovy and Suzdal assets. We spent US$11.9 million at Berezitovy and US$4.5 million on other small projects. We invested US$63.8 million in developing our iron ore open pits: US$48.2 million at Karelsky Okatysh and US$15.6 million at Olkon. Additionally, we invested US$8.0 million to improve railway transport infrastructure, mainly at Karelsky Okatysh. We spent about US$14.5 million on equipment for beneficiating plants at Karelsky Okatysh (US$6.9 million) and Olkon (US$7.6 million). We also invested US$3.3 million in the pellet plant at Karelsky Okatysh, and US$2.3 million in iron mines at Olkon, and US$7.9 million in other workshops. In our North American division, we spent US$125.0 million on an ongoing pickle line project and tandem cold rolling mill, and US$44.0 million on an ongoing hot-dip coating line in Dearborn. Both of these will help to produce value-added products. We also spent US$68.0 million on Phase II in Columbus, a mill capable of producing 1.5 million tonnes of crude steel.
Consolidating our gold business was the main focus of our cash flow investment in 2010. We spent US$460.5 million on taking a 93.4% stake in Crew Gold Corporation and US$152.1 million on acquiring a 21.1% stake in High River Gold Mines Ltd, raising our total shareholding in this company to 72.6% at the year end. Other notable 2010 investments included the acquisition of a licence for a coking coal deposit in the Tyva republic in Russia for US$19.7 million. We also purchased, for a total consideration of US$7.5 million, a 25.6% stake in Iron Mineral Beneficiation Services (Proprietary) Limited (IMBS), a research and development company based in Johannesburg, South Africa. 2011 target CAPEX Our capital expenditure will continue in 2011 to start operations of our ongoing projects, improve operating efficiency, and ensure that we maintain industry-leading standards of health and safety. Our target investment programme for 2011 is US$2 billion, which is approximately 43% higher than our target level in 2010, and twice the target level in 2009. A major part of this years expenditure will be invested in Severstal Russian Steel, with the remainder in Severstal Resources and Severstal International (North America).
29
The Companys development strategy is backed by long-term financing with a comfortable maturity profile. In 2010, the Company conducted several successful public deals which allowed it to extend the maturity:
2,000
706
1,500
1,599 1,048 650 53 2013 2014 2015 52 2016 2017 2018+ 537
Ruble bonds
In February 2010, we issued a US$498.0 million ruble-denominated bonds, maturing in 2013 at a coupon rate of 9.75%. The offering was 3.7 times oversubscribed, allowing a coupon rate to be fixed below the initial price guidance. We used the proceeds to refinance short-term debt.
Due to our solid financial performance, there was a rapid improvement in leverage metrics, and we are meeting our long-term target of net debt to EBITDA at below 1.5 times.
30
Overview
Business Review
4x 1,500 3x 2,025 1,000 2x 500 625** 0 164 Liquidity Q111 211 Q211 Q311 331 Q411 42% 58%
Governance
3,000
1x
Financial Statements
1,000
End 2009
End 2010
0x
Note: Figures as of 31 December 2009 and 31 December 2010 exclude Lucchini and North America disposal groups.
* Excluding accrued interest and unamortised balance of transactional costs ** US$492 million in Q3 2011 represent RUB bond put option; maturity can be extended by an additional year
Further Information
In 2010, we maintained significant cash balances. During the whole year, the average amount of cash and short-term deposits on hand was above US$2 billion, and the average availability of committed credit lines was about US$400 million. Traditionally, we keep our cash balances and availability of committed credit lines above our short-term obligation (debt maturities for 2011 are US$1,331 million, excluding accrued interest and unamortised balance of transactional costs). A strong liquidity position helps us retain operating and financial flexibility, and support stable development.
In 2010, we also tightened our policy for managing liquidity risk to minimise the potential negative impact of counterparty default.
31
Reversal creativity matrix developed Values, corporate mission and vision Key business project
Choosing key patterns for company development: Labour safety Customer orientation Production efficiency Corporate culture and personnel development Decision-making speed and business processes Defining goals and objectives by development lines, creating and implementing initiatives Communicating and solving various discrepancies in goals across several lines of development
Formulating basic Business System principles Creating uniform culture for production units
Integrating key elements of the Business System into production and management processes. Deploying programs to implement initiatives by specific lines of development in the division
32
Overview
The Business System is a logical follow-up to the previous development phases. Severstal has always focused on production efficiency and implemented several projects in this segment: Total Optimization of Production (1998), Production Consulting (2000), Continuous Improvement (2009). The Business System is a logical development of previous improvement efforts
Business Review
Production consulting
2000
Continuous improvement
2009
Business system
Governance
2010
Financial Statements
Goals
Reducing production costs and waste the most cost-effective way possible Involving the most capable production managers in the improvement process
Further reduction of production costs and waste, improvement in product quality Including a wider range of production managers and employees in various segments
S tabilising all production processes, minimising production variances S triving to achieve maximum efficiency of labour, equipment, energy use
Integration of individual projects into a uniform improvement system Improved management structure for business units based on best practices Maximum employee involvement in improvement processes
Further Information
Tools
Cost analysis and classification Collecting and analysing cost reduction proposals Implementing fastest-yielding proposals Tracking the effects of the implemented proposals
Implementing basic lean production tools Systemic performance management Using regular audits Creating a permanent infrastructure Creating quality teams
Implementing a wide range of lean production tools Comprehensive standardisation of production processes Two-level programme infrastructure controlled by experts in lean production
Creating improvement initiatives with a view to key lines requirements (development, safety, customer orientation, values) Changing labour payment system while setting ambitious goals Comprehensive audit of the improvement system Wholesale training of officers and senior employees in many segments
33
Business Standard
Labour Safety
Lean production tools are particularly important as they help employees eliminate seven classic types of waste, those resulting from overproduction; products transported between processing stages; unnecessary product movements within the same production stage; delays in spare parts and materials arriving; over-processing; excessive inventory; making defective products and re-processing them. Managers and employees are both trained in lean production tools.
Severstal People
In 2011, we will implement the five Business System projects simultaneously in production, making it possible to achieve specific goals for each of the projects and ensuring common changes in employee behaviour and cultural transformation.
34
Overview
The confirmed financial benefits of the project for the Russian Steel division in 2010 were US$52 million. The projects success is proven by changes in the Cherepovets Steel Mill Flat Rolled Shop No 2. In 2011, production volume at the mill 2000 is expected to increase by 363.1 million tonnes due to reduced downtime as a result of decreased roll changing time and introduction of standard rolling speed and pauses between product units. The Labour Safety project aims to eliminate death at the workplace by 2015 and achieve a leading position by major injury rate indicators (LTIFT, LTIFR) in Russia, and in the longer term at a global level. The project focuses on deploying an efficient occupational safety management system that should help employees development in safe behaviour skills. Work on this project includes three units: creating safe labour conditions, involving employees in labour safety work, and engraining safe behaviour skills. We have developed eleven methods to train line management and employees in various lines of activities. For example, safe behaviour audits help to assess risks correctly and avoid unsafe employee actions in the future. The main goal of the Building a Customer-Oriented Organisation project is to involve all employees in systemic customer orientation events to increase our customer orientation. This project improves absolute and relative customer satisfaction levels, helps to assess and increase corporate process efficiency, improves understanding of internal clients by employees, and leads to economic benefits by increasing the sale price compared to benchmark pricing trends. We used annual customer questionnaires to develop about 200 organisational and investment activities to improve product quality, delivery flexibility and performance, achieve speedier resolving of customer requests and awareness of order progress.
Under the project, the motivation and target-setting systems were modified in several business units (production and technical directorate, sales directorate). New targets focus on improving customer satisfaction levels. We reorganised marketing service and assigned a new function to manage customer expectations. By consolidating the project methods and implementing them together within production, we managed to get the system online enabling communication of customer requests to production units. Our subsidiary marketing companies started implementing the customer orientation principles. The Severstal People project looks to create a single-minded business team focused on solving common corporate tasks and sharing its values. We implement this project in three ways at once: we create transparent and easy-to-grasp HR management processes, ensure a worthwhile working environment, and promote dialogue (a system of internal communications and feedback) with employees. Within the first group of objectives, we created processes for recruiting, evaluating and developing employees in accordance with the corporate values model, developed a recruitment and engagement process for managers, and implemented a performance, development and continuity management system. In 2010, we started a new training programme for managers called Achieving More Together. The Russian Steel Division, in cooperation with McKinsey and Hay Group, started implementing an organisational efficiency and compensation project.
35
36
Information systems
The main area of focus in 2010 was improving internal communications services. The goal is to provide a standard company-wide software solution. With the use of the latest software technologies this approach also gave us the opportunity to get rid of several different legacy applications which performed the same task in different business units. We have implemented new intranet portal services in cooperation with the start of operations of the Shared Service Centre. To provide better control and improve current business processes, we have developed a new information system for PBS Coals. This experience proved to be very successful, so after solving the task of the integration with ERP, we will consider introducing this solution to other mining business units.
Financial Statements
IT can be considered as one of the most crucial functions for Severstal business processes integration, efficiency and business continuity. 2010 was the year of significant results in terms of infrastructure modernization, application implementation as well as of the corporate governance in IT function.
Infrastructure
The key drivers for infrastructure development in 2010 were: Business Standard project; Further improvement in the Business Continuity sphere; and Operational cost reduction. These topics found the reflection in different successful IT projects. We have built full infrastructure to meet all requirements of the Business Standard project. This resulted in a significant increase in server capacity and telecommunication channels bandwidth and scale.
Further Information
IT governance
The main result of 2010 in IT governance was the transfer of the IT service provision from outsourcing to in-house at Severstal North America. We have transferred all major services previously supplied by external IT providers, to a team of local and corporate IT staff and implemented new call centres within the Shared Service Centre. This reduced IT operational costs significantly.
37
Severstal Resources forms the basis of Severstals balanced and verticallyintegrated business model. With a focus on high-value-added products, such as export-quality iron ore pellets and hard coking coal concentrate, Severstal Resources sold 13.8 million tonnes of iron ore and 11.7 million tonnes of coal in 2010.
Severstal Resources
38
3,484.3m 1,550.9m
An increase of 86.2% on 2009 An increase of 294.2% on 2009
39
Severstal Resources forms the basis of Severstals balanced and vertically-integrated business model. With a focus on high-value-added products, such as export-quality iron ore pellets and hard coking coal concentrate, Severstal Resources sold 13.8 million tonnes of iron ore and 11.7 million tonnes of coal in 2010.
Severstal Resources has the capacity and product mix to provide almost all the iron ore and hard coking coal requirements for the Russian Steel divisions steel operations.
Karelsky Okatysh is in Kostomuksha, in the Karelia Republic of north-western Russia. It mines magnetite quartzite ores and produces high-quality iron ore pellets with an iron concentration between 63% and 65%. Karelsky Okatysh operates two major deposits with an estimated life of 34 years, based on our estimates of JORC reserves plus expected reserves extension. The average iron concentration of reserves at Karelsky Okatysh is approximately 29%. Olkon is in the Murmansk region of north-western Russia. It mines magnetite-haematite quartzite ores and produces high-quality iron ore concentrate. Currently, ore mining is carried out in five open pits. In 2010, Olkon acquired two additional mining licenses for deposits totalling around 44 million tonnes of non-JORC reserves estimated according to the Russian method in A, B, C1 and C2 categories, and suitable for open-pit mining. Olkons deposits have an estimated life of 19 years, based on our estimates of JORC reserves plus reserves extension. Liberias Putu Range iron ore project has estimated resources of 2.37 billion tonnes of iron ore in the existing pit at Putu, with an estimated 34% iron concentration based on a report issued by SRK Consulting Ltd in February 2011 prepared under the Guidelines of National Instrument 43-101. SRK Consulting Ltd also identified potential for up to 2.5 billion tonnes more of iron ore below the projects existing pit shell. Extensive drilling is currently underway as part of the Bankable Feasibility Study, scheduled for completion in 2014. We expect production to start in 2017, with a potential output of at least 20 million tonnes of concentrate. This project will allow us to become a significant player in the iron ore seaborne market.
40
Overview
Coal production
Our coal business comprises Vorktaugol in Russia and PBS Coals in the United States. The Vorkutaugol mine is near Vorkuta in the Komi Republic in northeast European Russia. It operates the Vorkutskoye and Vorgashorskoye coal deposits, with an estimated life of 45 and 20 years respectively, based on our estimates of JORC reserves plus expected reserves extension. The business comprises five longwall mines, an open pit mine and three washing plants. It extracts coking and steam coal. Premium grade coking coal accounts for a high proportion of the Vorkutaugol reserves. In 2010, Vorkutaugol had run of mine of 12.6 million tonnes and plans to increase this to 13 million tonnes by 2013. PBS Coals is a coking and steam coal producer in the United States operating several surface and underground mining complexes near Somerset, Pennsylvania. PBS Coals had a total output of 3.4 million tonnes in 2010. According to a report by the John T. Boyd Company dated 30 May 2008, under the Guidelines of National Instrument 43-101, estimated coal reserves and resources are approximately 49 million tonnes and 223 million tonnes respectively. PBS Coals is favourably located in relation to Severstals steel producing facilities in North America and export seaborne markets. In September 2010, we obtained a licence for further exploration and coal extraction at the Tsentralnyi coalfield in the western part of the Ulug-Khemskiy basin in the Tyva Republic, Russia. This licence was granted by Rosnedra, the Federal Agency of Subsoil Use and will give us access to an estimated 639 million tonnes of high quality hard coking coal. It also expands our access to new markets.
Business Review Governance Financial Statements
"2010 was one of the strongest years ever for our mining division, due to a combination of favourable market conditions, the flexibility of our production and sales team, and the effect of last years initiatives to increase the efficiency of our operations.
Our mining activities will continue to provide a strong source of growth and we intend to expand iron ore and coal production as well as other mining operations. In 2010, we laid a solid foundation for future growth with new mining greenfield projects in Russia and Africa. In 2010, we won a licence for a large coking coal deposit in Russia and made progress obtaining permits for our Putu Range iron ore greenfield project in Liberia, Western Africa. In February 2011, an independent mineral resource report estimated a doubling in resources in Putus iron ore deposits to 2.4 billion tonnes. We are now working on a feasibility study at this asset, and intend to build a sizeable iron ore complex. At the same time, our gold production business has rapidly grown through acquisitions and organic growth over the last three years into an established gold producer with assets in emerging markets. In 2010, it contributed a total of US$372.8 million to the Resources Divisions EBITDA, or 24.0%, and the full-year EBITDA margin was 49.4%. Having announced on 11 February 2011 that we have postponed Nordgolds initial public offering, we will continue to develop the business. We are confident that given its strong fundamentals, Nordgold will meet our predicted growth targets".
Further Information
Gold production
Our gold business is consolidated under Nordgold, our 100% gold-mining subsidiary. Nordgold is an established pure-play gold producer focused on emerging markets, with eight producing mines, two development projects, five advanced exploration projects and a broad portfolio of early exploration projects and licences located across West Africa in Guinea and Burkina Faso, Kazakhstan and the Russian Federation. Since starting operations in 2007, Nordgold has grown through acquisition and organically, increasing its production (including gold equivalent ounces of silver) from approximately 21,000 oz to approximately 589,000 oz in 2010. It targets production of over a million ounces from its operating mines and development projects on a fully consolidated basis by 2013. At 1 November 2010, Nordgolds resource base consisted of 23 million oz of gold resources on a fully consolidated basis and 103 million ounces of silver resources (represented by a 50% interest in the Prognoz silver deposit) classified as measured, indicated and inferred, according to JORC and 8.9 million oz classified proven and probable gold reserves.
Ferroniobium production
In 2010 we decided to stop Ferroniobium production and sell this kind of our business.
41
One of the key themes in 2010 was a recovery in demand from developed countries. Chinas iron ore imports actually decreased last year by 17 million tonnes, or 2.7%, from 2009. This was the first time in 10 years Chinas iron ore imports dropped. Among the developed countries, EU and US imports increased by 47 million tonnes and 10 million tonnes, respectively, and South Korean and Japanese imports (the biggest contributors to Asia ex-China imports) increased by 35 million tonnes. On the supply side, the biggest players in the international market were Australia, Brazil and India which together exported 808 million tonnes of iron ore in 2010, or 78% of global iron ore. 2010 was pivotal for the global iron ore industry, as it moved away from the 40-year old annual benchmark system. A new quarterly contract system was introduced, which offers more transparency and is based on an average spot price (CFR China) over the last quarter, lagging one month minus average freight for a previous month. Iron ore prices in 2010 exceeded all-time highs, reaching US$115 per tonne for fines and US$152 per tonne for pellets, FOB Brazil. This represented increases of 64% and 76%, respectively, on 2009. Iron ore price, FOB Brazil, USD/tonnes
160 Carajas fines, 66% Fe 140 120 100 80 60 40 20 0 BF Pellet, 65.7% Fe
The international iron ore trade volume reached 1,031 million tonnes in 2010, a 9% increase on 2009. China, as the largest player, imported 611 million tonnes of iron ore last year, or 59% of the total international trade volume. The other big importers of iron ore were the EU, Japan and South Korea, with a combined 31% share of the global iron ore imports. International iron ore trade in 2009-2010, million tonnes (63% Fe)
1,040 1,020 1,000 35 980 25 960 944 940 920 900
20 09 Oth ers Ch ina No rth Am e rica Asi ae x-C hin a EU dem and in 2 01 0 CIS Ind ia Afr No ica rth Am eric a O the Sup r s ply in 2 00 9 Au stra lia Bra zil
47
1,031
69
Demand Supply
2005
2006
2008
2009
2010
12 -17
10 4
-14 -3
-3
9 944
Russia is the worlds fourth largest iron ore producer, with a significant resource base. In 2010, Russian iron ore output reached 101 million tonnes, 6% more than in 2009. In both years, most output was consumed domestically and about 25% was exported.
De ma nd in
42
Sup ply =
Overview
250 10
240 5 -2
10 4 222 4
230
The expected shortage of globally traded coking coal supply has led to numerous plans for capacity expansions through brownfield and greenfield projects in Australia, Canada, the US, Russia, Mongolia and Mozambique. However, new projects are restricted by road and port infrastructure bottlenecks, and the availability of capital funding. In terms of pricing environment, the coking coal market is similar to iron ore, and in 2010 the annual benchmark contract system was replaced by the quarterly one. In 2010, premium hard coking coal prices reached US$195 per tonne FOB Australia on average, representing a 13% growth from 2009. In JFY contract terms, 2010 price grew by 68%, reaching US$217 per tonne FOB Australia. Premium hard coking coal price, FOB Australia, USD/tonne
300
Further Information
220
210 200
EU Ch i na Asi ae Sup x-C ply hin =D a em and in 2 01 0 Au stra lia Mo ngo No lia rth Am eric a 20 09 Oth ers Sup ply in CIS Oth ers 20 09 CIS
250
De ma nd in
200
150
Source: AME
100
In supply, the international coking coal market is dominated by Australia, with a 55% market share. The other key exporting countries include the US, Canada, Mongolia and Russia. In 2010, Russias coking coal output grew 24% to 56 million tonnes. Of this 30% (17 million tonnes) was exported. Last year coking coal exports were impeded by a number of catastrophes, including the explosion at Raspadskaya mine, and floods in Indonesia and Australia. Nevertheless, in 2010, total Australian coking coal exports increased by 15 million tonnes or 12% year-on-year. Mongolia exported 14 million tonnes of coking coal in 2010, mostly to China, representing a three-fold increase. It is worth mentioning that the US, a swing-supplier, also exported 2 million tonnes more coking coal last year.
43
to the 2010 EBITDA increment, with an EBITDA margin of gold product at 49.4%. OAO Karelsky Okatysh added US$451 million to the 2010 EBITDA increment, with an EBITDA margin of pellets at 54.2%. OAO Olkon added US$87 million to the 2010 EBITDA increment, with an EBITDA margin of iron ore concentrate at 43.5% in 2010. Vorkutaugol added US$393 million to the 2010 EBITDA increment, with an EBITDA margin of coal product at 44.3%. EBITDA drivers in 2010, US$ million
2,000 1,800 1,600 1,400 1,235 48 -38 -209 -17 -38 1,551
462
10
2,100
1,400
1,200 1,000
700 0 Revenue Volume 2009 coal Price coal Volume Price Volume iron ore iron ore gold Price gold Other* Revenue 2010
Sales prices
G&A
Other
EBITDA 2010
EBITDA amounted to US$1,550.9 million, 294.2% higher than in 2009, and the EBITDA margin increased from 21.0% in 2009 to 44.5% in 2010. Our gold business added US$137.2 million
The average number of Severstal Resources employees in 2010 was 26,568 1,167 less than in 2009.
Revenue (US$ million) Gross profit (US$ million) Profit from operations (US$ million) Operating margin (%) EBITDA (US$ million) EBITDA margin (%) Average product prices (FCA) (US$/tonne) Coking coal (concentrate) Steam coal Iron ore concentrate Pellets Ferroniobium Gold (US$/oz) EBITDA margin (%) Coal Iron ore concentrate Pellets Ferroniobium Gold
3,484.3 1,702.8 1,247.2 35.8 1,550.9 44.5 143 43 68 103 25,581 1,251 39.2 43.5 54.2 (204.0) 49.4
1,870.8 465.2 91.1 4.9 393.4 21.0 88 40 35 46 25,000 992 5.8 19.0 18.6 12.6 45.5
86.2 n/a n/a n/a n/a n/a 62.5 7.5 94.3 123.9 2.3 26.1 n/a n/a n/a n/a n/a
44
Overview
Thousand tonnes
US$ million
Coking coal Coking coal concentrate Steam coal Pellets Iron ore concentrate Ferroniobium (tonnes) Gold (ounces)* Total sales by products Other and shipping Total sales revenue Inter-segment transactions
* including gold equivalent ounces of silver
37.7 1,037.6 165.8 1,011.4 275.1 3.3 754.2 3,285.1 199.2 3,484.3
3.5 449.3 154.7 404.7 180.5 7.4 517.6 1,717.7 153.1 1,870.8 (723.9)
219.4 42.9 0.3 11.8 (21.1) (56.4) 15.5 n/a n/a n/a n/a
977.1 130.9 7.2 149.9 52.4 (55.4) 45.7 91.2 30.1 86.2 n/a
(14,317) (1,494.5)
We expect our share of raw materials production for metallurgy (iron ore, coking coal) on the Russian market to increase in 2011. This will be due to our new customer-oriented programmes and changes in the supply chain of our vertically integrated metallurgical holdings. Our share of steam coal on Russian and world markets will also grow.
Sales by products
In 2010, Severstal Resources increased sales across all key products, in Russia and internationally. Year-on-year combined sales in tonnes of coking coal concentrate, iron ore pellets, and gold increased by 42.9%, 11.8% and 15.5%, respectively. Value-added products accounted for the largest part of our sales in 2010. Coking coal concentrate accounted for 29.8% of total sales, pellets for 29.0%, iron ore concentrate for 7.9%, and gold accounted for 21.6%. Coking and steam coal accounted for 1.1% and 4.8% of revenue respectively. Coking coal sales increased by 219.4% in volume and 977.1% in revenue in 2010, compared to 2009, as a result of maximizing sales. Coal concentrate sales increased by 42.9% in volume and 130.9% in revenue, due to increased production volumes at PBS Coals Ltd (volume) and higher prices (revenue). Pellet sales increased by 11.8% in volume and 149.9% in revenue. Iron ore concentrate sales fell by 21.1% in volume due to increased consumption of iron ore pellets at our own Russian steel mill, and increased by 52.4% in revenue. Gold sales increased by 15.5% in volume and 45.7% in revenue, due to the acquisition of Crew Gold Corporation in 2010 (volume) and growth in prices (revenue). The weighted average selling prices for our main products also progressed. Iron ore prices increased by 123.9%, coking coal concentrate by 62.5%, and gold by 26.1% compared to 2009. As a result, revenue was driven by both volume and prices.
Principal markets
Severstal Resources sells its products internally as well as to international and domestic markets. We aim to maintain domestic market share and expand our international market share with high-quality pellets and coking coal concentrate.
45
Coking coal Coking coal concentrate Steam coal Pellets Iron ore concentrate Ferroniobium (tonnes) Gold (ounces) Total sales by products Other and shipping Total domestic sales revenue Inter-segment transactions
0.1 633.7 74.4 670.3 275.1 3.3 391.6 2,048.5 52.8 2,101.3
0.9 321.7 60.8 269.6 180.5 7.4 304.4 1,145.3 54.4 1,199.7 (647.5)
(89.2) 17.9 6.8 15.6 (21.1) (56.4) 2.0 n/a n/a n/a n/a
(88.9) 97.0 22.4 148.6 52.4 (55.4) 28.6 78.9 (2.9) 75.2 n/a
(12,219) (1,221.8)
Export
Exports accounted for 39.7% of our total sales by revenue in 2010. The main reason for this increase was continuous development of our gold business and PBS Coals. The principal exports were coking coal concentrate (29.2%), gold (26.2%) and pellets (24.7%). The main destinations were Europe, the US and the CIS (mostly to Ukraine and Belarus). The export market was also favourable, and weve seen similar results. For example, prices on coking coal concentrate have increased by 42.1% compared to 2009; pellets by 141.5% and gold by 25.9%.
Export sales by products, FCA based on discounts/price premium 2010 Thousand tonnes US$ million 2009 Thousand tonnes US$ million Change year-on-year % Thousand tonnes US$ million
Pellets Total sales by products Other and shipping Total export sales revenue Inter-segment transactions
46
Overview
Capital expenditure
In 2010, investments in Severstal Resources ongoing business and new projects totalled US$433.8 million. This is almost twice as much as in 2009. The biggest increase in capital expenditure was in the gold mining division (US$170.8 million compared to US$99 million in 2009) and in the Corporate Centre (US$21.4 compared to US$5 million in 2009). We invested US$102.0 million in our coal production (Vorkutaugol US$76.2 million and PBS US$25.8 million). Capital expenditure in iron ore production was US$127.8 million (Severstal Liberia Iron Ore US$28.2 million, Karelsky Okatysh US$72.1 million, and Olkon US$27.5 million). In 2010, we made the following main investments: Coal assets: Vorkutaugol invested US$26.4 million in Usinskoe deposit, identified as one of the major coking coal reserves for further development. Vorkutaugol invested US$ 21.8 million in longwall mines and washing plants (US$17 million and US$4.8 million respectively). Capital expenditure on longwall coking coal mines was US$3.9 million in Komsomolskaya deep mine, US$2.5 million in Severnaya deep mine, US$0.4 million in Vorkutinskaya deep mine, US$5.1 million in Zapoliarnaya deep mine, US$4.5 million in Vorgashorskaya and US$0.6 million to explore Yunyaginskiy open pit. Capital expenditure on washing plants amounted to US$2.9 million at Pechorskaya washing plant, US$1.4 million at Severnaya washing plant and US$0.5 million at Vorkutinskaya washing plant. Vorkutaugol invested US$11.1 million in its own electric power generation and washing plants processes (US$ 7 million and US$ 4.1 million, respectively). Vorkutaugol also invested US$1.6 million in the modernisation and re-equipment of its transportation system. PBS invested US$17.1 million in re-equipping of mines and open pits and US$8.0 million in business and production process development. US$2.6 million was invested in Kimberly Run deep mine production development, and US$0.8 million in process improvement at cleaning plants. Part of the US$0.4 million development budget went towards ongoing SAP implementation. US$0.8 million was invested in licensing currently developed areas, including Schrock Run, Sheep Ridge and others. Corporate Centre invested US$19.7 million into acquiring a licence for a large coking coal deposit in the Tyva republic of Russia.
Iron ore assets: In 2010 we invested US$99.6 million in projects to increase our extraction and refining of iron ore. We invested US$63.8 million in developing open pits: US$48.2 million at Karelsky Okatysh and US$15.6 million at Olkon. We also invested US$ 8.0 million in railway transport infrastructure, mainly at Karelsky Okatysh. We spent around US$14.5 million on equipment for beneficiating plants at Karelsky Okatysh (US$6.9 million) and Olkon (US$7.6 million). We also invested US$3.3 million in the pellet plant at Karelsky Okatysh, and US$2.3 million in iron mines at Olkon, and US$7.7 million in other workshops. Gold assets: Total investments in the gold segment amounted to US$170.8 million in 2010. We invested US$57.3 million in safety projects and re-equipment: US$14.2 million at Crew Gold, US$12.9 million at Buryatzoloto, US$8.8 million at Berezitovy Rudnik, US$8.5 million at NeryungriMetallic and Rudnik Aprelkovo, US$7.5 million at Somita, US$4.7 million at Celtic and Semgeo and US$0.7 million at other assets. A major part of the US$48.1 million investments on expansion were US$31.7 million from Celtic capital expenditure (for the expansion of crushing and milling facilities, acquisition of underground machinery and on developing new BIOX assets). Residual amounts consist of US$11.9 million for development of additional processing capacity in the gold extraction facilities at Berezitovy Rudnik, and US$4.5 million for other small projects. Exploration and evaluation investments in the gold segment totalled US$65.4 million in 2010: US$17.4 million in West Africa, US$17.3 million in Yuzhno-Uguyskaya area at Neryungri-Metallic, US$14.9 million in Buryatzoloto, US$6.7 million in SZRK (Uryakhskoye, Vitimkanskaya, Nerchinskaya, Kunikan and Ostantsovy fields), US$4.5 million in Celtic and US$4.6 million in others. Projects for 2011 In 2011, total investment at Severstal Resources will be approximately US$650 million. Major initiatives will include a project to modernise production equipment across the divisions iron ore mills and coalmines, completion of a thermoelectric power station burning coalmine methane in Vorkuta, exploration of the Putu iron ore deposit in Liberia, continued development of the divisions gold mining assets and a coalmine at PBS Coals.
47
Major projects: Coal assets: Capital investment at Vorkutaugol will go mainly towards extraction, development and washing (US$51.3 million for the long-term and US$51.4 million for maintenance). We are also investing in improved industrial safety measures (US$3.0 million) and renovating production facilities (US$3.6 million). Further investment projects at PBS Coals Ltd will require US$58.1 million. We will also spend US$7.6 million on our Tyva project. Iron ore assets: We plan to spend around US$47.9 million on projects at Olkon. These include the renovation of production facilities (US$12.4 million), investments in long-term development projects and new technology (US$15.7 million), safety measures (US$1.9 million) and maintaining the current level of production (US$17.8 million). Through our investment programme at Karelsky Okatysh, we aim to maintain 2010 production volumes. This includes renovating production facilities (US$16.8 million), maintaining the existing level of extraction (US$57.4 million), investing in long-term development projects and new technology (US$10.5 million), and safety measures (US$1.0 million). We will also spend US$32.0 million on the Severstal Liberia Iron Ore project.
In 2010, investments in Severstal Resources ongoing business and new projects totalled US$433.8 million. This is almost twice as much as in 2009
48
Overview
Costs In 2010, costs in Severstal Resources increased by US$375.9 million, or 26.7%. This was due to a 58.6% material expenses increase as a result of increased production volumes compared to 2009.
2010 2009 Change year-on-year %
Business Review
Materials Grinding balls and rods Explosives Metal roll Technological coals Other materials Integral implements and spares Total materials Electric power Gasoline Other energy resources Total energy Staff costs Depreciation and amortisation Services Change in inventories Other Total 34.2 46.5 27.7 64.0 180.5 125.5 478.4 178.2 74.1 86.0 338.3 467.6 254.9 262.8 (41.9) 21.4 1,781.5 2.0 2.6 1.6 3.6 10.1 7.0 26.9 10.0 4.2 4.8 19.0 26.2 14.3 14.8 (2.4) 1.2 100.0 28.4 33.7 16.5 27.5 122.8 72.8 301.7 132.6 57.0 62.2 251.8 399.1 267.2 198.8 14.9 (27.9) 1,405.6 2.0 2.4 1.2 2.0 8.7 5.2 21.5 9.4 4.1 4.4 17.9 28.4 19.0 14.1 1.1 (2.0) 100.0 20.4 38.0 67.9 132.7 47.0
Financial Statements Governance
72.4 58.6 34.4 30.0 38.3 34.4 17.2 (4.6) 32.2 n/a n/a 26.7
Energy
Further Information
49
Our Russian integrated manufacturing facilities are one of the largest in the CIS and offer some of the widest varieties of products.
50
8,814.8m 1,677.4m
An increase of 42.7% on 2009 An increase of 27.1% on 2009
51
Alexander Grubman Severstal Russian Steel, Chief Executive Officer 2010 was a strong year for the Russian Steel Division. We managed to capitalise fully on the market recovery and flexibly adjust our sales to the fastest growing segments. Growing raw materials prices were partially balanced by our efforts to reduce the cost of production. We integrated some of our operations to improve the efficiencies of their businesses. In line with our plans, we completed several major projects during the year, including the construction and launch of the TPZ-Sheksna pipe plant close to our main Russian steel-making facilities in Cherepovets. This plant is capable of producing 250,000 tonnes per year of electric welded pipes and other products for the construction industry. In July, the Gestamp-Severstal-Kaluga Stamping Facility was commissioned in the Kaluga Region, one of the biggest Russian centres of high-quality automotive steel demand. It produces body components for the Volkswagen plant located in the same area, with target annual output of 13 million stamped parts. In December, a hot-dip galvanizing line with annual capacity of 400,000 tonnes was commissioned at the Cherepovets Steel Mill after reconstruction. Construction of the Balakovo Long Product Mini-Mill continues in the Saratov region (central Russia), with an expected capacity, upon completion in 2013, of one million tonnes per year of long products for the construction and infrastructure industries. The aim of this organic investment is to increase Severstals growth potential in attractive highergrowth market sectors. In 2011, our focus is to increase production and sales volumes and further develop our Continuous Improvement, Customer Care, Safety, Severstal People and other projects of the Business System of Severstal.
China EU-27 Japan United States Russia India South Korea Ukraine Brazil Turkey Rest of the World
47% 13% 8% 6% 5% 5% 4% 2% 2% 2% 6%
During 2010, the global crude steel capacity utilisation ratio fluctuated. The average world steel capacity utilisation ratio in 2010 was 77%, compared to 70% in 2009. Annual average HRC prices increased by 2632% on different markets compared to 2009, on the back of appreciating raw materials.
52
Overview
Severstal SMZ-Kolpino is also included in the Severstal Russian Steel division. It is an industrial complex created for heavy plate processing with an annual production capacity of 80,000 tonnes of plate. The plant provides semi-finished products for machinery, and manufactures large fabricated sections for the construction industry. In July 2010, in order to meet the demands of the automobile and electrical industries, as well as electronics and building industry producers, the Gestamp-Severstal-Kaluga Stamping Facility and the Severstal-Gonvarri-Kaluga Steel Center were commissioned in the industrial cluster of Grabtsevo, in the Kaluga Region. The Severstal-Gonvarri-Kaluga Steel Services Center is designed to produce 170,000 tonnes of rolled metal products per annum. The Gestamp-Severstal-Kaluga Stamping plant is equipped with a number of press lines and creates the entire chain of processing rolled metal products, from coil to car components. With an annual output of 13 million stamped parts, Gestamp-Severstal-Kaluga targets international car manufacturers, including Volkswagen, PSA, and Renault-Avtoframos. The new stamping facility offers additional possibilities for expanding production, enabling us to increase capacity promptly if we need to. Pipe production The Izhora Pipe Mill in Kolpino produces electric longitudinal welded pipes with a designed diameter of 610mm. These can also be produced with diameters from 1,020mm to 1,420mm, and in lengths of 12,000mm to 18,300mm. They have a three-layered anti-corrosion outer coating and a smooth inner coating. The Mill has a unique ability to produce especially long, large-diameter pipes up to a length of 18.3m that offer higher reliability, lower costs and fewer welded joints. Construction of the Izhora Pipe Mill was completed in July 2006. It uses strips manufactured by Rolling Mill 5000 at the Cherepovets Steel Mill, and has a production capacity of 480,000 tonnes of pipe per year. In order to target new market niches, in June 2010 Severstal launched a new pipe works, TPZ-Sheksna in the Sheksna industrial area of the Vologda region. This is designed to produce up to 250,000 tonnes of electric-welded pipes in various diameters, thicknesses and lengths, as well as square and rectangular sections with different cross-sections. It uses semi-finished steel products from the Cherepovets Steel Mill. Investment in the new Sheksna Pipe Plant is entirely consistent with our strategy to concentrate on the production of high-value-added products, and to take advantage of our integrated structure by supplying the plant from our Cherepovets Steel Mill. TPZ-Sheksna is strategically located within reach of both Saint Petersburg and Moscow, where the construction industry is showing significant growth.
Further Information
We managed to fully capitalize on the market recovery and flexibly adjust our sales to the fastest growing segments
Severstal Annual Report and Accounts 2010 53
54
Overview
In terms of sales in tonnes, sales volumes of steel products increased by 18.9% (or 1.8 million tonnes) in comparison with 2009, as production volumes achieved the normal level. EBITDA drivers in 2010, US$ million
4,000 3,500 3,000 2,500 1,026 (798) 21 2,000 1,500 1,319 1,000 500 0
EBITDA Sales Sales Sales COS 2009 volume price structure volume COS price Rates COS Other structure FX EBITDA 2010
Business Review
981
176
Governance
316
8,815
(695)
(162)
(155) (36)
1,677
Financial Statements Further Information
Our 2010 EBITDA increased by 27.1%, and EBITDA per tonne grew by 4.9% to US$154.1. Full year 2010 EBITDA margin declined to 19.0% from 21.4% in 2009 due to increased prices for raw materials acquired mostly from our own mining assets at market prices.
* Other includes revenues from non-core business, like delivery services, sales of energy, heat, coking side products, etc
Change year-on-year
% 42.7 34.0 32.3 n/a 27.1 4.9 n/a 19.7 26.4 2.3 24.5 12.4 12.2 15.8 35.3 40.9 21.3 43.6
Revenue (US$ million) Gross profit (US$ million) Profit from operations (US$ million) Operating margin (%) EBITDA (US$ million) EBITDA per tonne (US$/tonne)* EBITDA margin (%) Average steel product price (US$/tonne)* Hot-rolled strip and plate (US$/tonne) Large-diameter pipes (US$/tonne) Cold-rolled flat products (US$/tonne) Galvanized and other metallic coated sheet (US$/tonne) Colour-coated sheet (US$/tonne) Metalware products (US$/tonne) Long products (US$/tonne) Semi-finished products (US$/tonne) Other tubes and pipes, formed shapes (US$/tonne) Average scrap price (US$/tonne)
* Excludes scrap.
8,814.8 2,811.6 1,370.6 15.5 1,677.4 154.1 19.0 723 599 2,041 670 851 1,181 1,063 617 482 711 290
6,179.1 2,097.7 1,035.7 16.8 1,319.4 146.9 21.4 604 474 1,995 538 757 1,053 918 456 342 586 202
The average number of Russian Steel employees in 2010 was 50,541 (full-time equivalent), a decrease of 0.6% compared to 2009. The majority of entities in the Russian Steel Division continued the deliberate downsizing policy. At the same time, the average wage of Russian Steel employees was raised by 15.0% as of 1 April 2010, compared to 2009.
Severstal Annual Report and Accounts 2010 55
Total output Hot metal Crude steel Basic oxygen furnaces Electric arc furnaces Total crude steel 9,340 1,746 11,085 8,002 1,546 9,548 16.7 12.9 16.1 8,689 7,223 20.3
Sales by product
In 2010, sales of hot-rolled strip and plate accounted for 40.7% of overall sales volume (31.1% of revenue), cold-rolled flat products accounted for 13.7% of volume (11.7% of revenue), semi-finished products accounted for 12.5% of volume (7.7% of revenue), long products accounted for 6.9% of volume (5.4% of revenue), metalware products accounted for 7.0% of volume (9.5% of revenue), and galvanized and other metallic-coated sheet accounted for 4.8% of volume (5.2% of revenue). Other steel products (tubes, pipes, colour-coated sheet and scrap) accounted for 13.7% of volume and 19.2% of revenue. Other revenues and shipping reached 10.2% of total revenues.
Sales by product 2010 Thousand tonnes US$ million 2009 Thousand tonnes US$ million Change year-on-year % Thousand tonnes US$ million
Hot-rolled strip and plate Large diameter pipes Cold-rolled flat products Metalware products Galvanized and other metallic-coated sheet Long products Semi-finished products Other tubes and pipes, formed shapes Colour-coated sheet Scrap Total steel products Other and shipping* Total sales by products Inter-segment transactions
* Includes coking coal
4,569 471 1,541 786 537 773 1,403 490 244 339 11,153 82 11,235 (202)
2,737.4 961.3 1,032.6 835.7 457.1 477.3 676.3 348.2 288.2 98.2 7,912.3 902.5 8,814.8 (142.8)
3,948 390 1,265 683 508 788 839 436 234 289 9,380 - 9,380 (49)
1,872.2 778.0 680.8 626.7 384.3 359.0 287.2 255.4 246.4 58.3 5,548.3 630.8 6,179.1 (44.6)
15.7 20.8 21.8 15.1 5.7 (1.9) 67.2 12.4 4.3 17.3 18.9 100.0 19.8 n/a
46.2 23.6 51.7 33.3 18.9 33.0 135.5 36.3 17.0 68.4 42.6 43.1 42.7 n/a
Sales by market
The Russian Steel Division sells its products in both export and Russian domestic markets. In 2010, the recovery level was high on both the domestic and international markets. The Russian market The Russian Steel Division continues to regard Russia as its most important market. Our main domestic customers include pipe mills, the automotive and machinery industries, construction due to change in building companies. Our share of the Russian market in revenue terms changed significantly (61.0% in 2010 compared to 55.6% in 2009). We aim to increase that percentage going forward, as Russian steel consumption remains below pre-crisis levels. We estimate demand for steel will rise by 8.0% in 2011, driven by key customers in the construction, automotive, and oil and gas industries. In 2010, sales to the Russian market increased by 36.1% in volume terms, while revenues increased by 56.5%, as a result of the major price increase (by 14.9%). Hot-rolled strip and plate accounted for 36.5% of sales volume, long products accounted for 11.8%, cold-rolled flat products accounted for 16.0%, and galvanized and other metallic-coated sheet accounted for 6.7% of sales volume.
56
Overview
The prices for our main products in 2010 grew considerably in comparison with 2009. The prices for hot-rolled strip and plate went up by 18.5%, for long products by 33.6%, and for cold-rolled flat products by 16.4%. The growth in both volume and price are explained mainly by growing demand in all industry sectors in Russia. Additionally, we have increased the share of cold-rolled steel sales, which also had a positive effect on the Divisions average price for steel products in 2010.
Sales by product domestic market 2010 2009 US$ million Thousand tonnes US$ million Change year-on-year % Thousand tonnes US$ million Thousand tonnes
Business Review
Hot-rolled strip and plate Large-diameter pipes Cold-rolled flat products Metalware products Galvanized and other metallic-coated sheet Long products Others tubes and pipes, formed shapes Colour-coated sheet Total steel products Total sales by products Inter-segment transactions
2,187 469 956 529 402 704 26 384 220 112 5,989 5,989 (15.0)
1,425.4 960.1 630.6 523.9 342.1 432.4 13.2 267.9 258.6 34.5 4,888.7 489.7 5,378.4 (55.0)
1,420 297 609 425 336 649 4 350 214 95 4,399 - 4,399 (21)
781.1 626.8 345.1 351.4 273.6 298.4 2.5 201.8 225.2 19.4 3,125.3 312.2 3,437.5 (33.8)
54.0 57.9 57.0 24.5 19.6 8.5 n/a 9.7 2.8 17.9 36.1 36.1 (28.6)
Semi-finished products
Further Information
Export markets In 2010, compared to 2009, export sales of steel products increased by 3.7% in volume terms, while revenues increased significantly (by 24.8%) due to substantial price growth (by 20.4%). Our diversified product mix means we are able to adjust our production and sales to cater for regional and industry trends, and produce higher sales and margins. The main contributors to export sales volumes were hot-rolled strip and plate (45.4%), semi-finished products (26.2%) and cold-rolled flat products (11.2%). In 2010, prices in the export market rose for almost all product groups. The main exporting products were hot-rolled strip and plate and semi-finished products. Prices for those products in 2010 went up by 27.6% and 41.2% respectively, compared to 2009.
Sales by product export 2010 Thousand tonnes US$ million 2009 Thousand tonnes US$ million Change year-on-year % Thousand tonnes US$ million
Hot-rolled strip and plate Large diameter pipes Cold-rolled flat products Metalware products Galvanized and other metallic-coated sheet Long products Semi-finished products Others tubes and pipes, formed shapes Colour-coated sheet Scrap Total steel products Other and shipping* Total sales by products Inter-segment transactions
* Includes coking coal
2,382 2 585 257 135 69 1,377 106 24 227 5,164 82 5,246 (186.0)
1,312.0 1.2 402.0 311.8 115.0 44.9 663.1 80.3 29.6 63.7 3,023.6 412.8 3,436.4 (87.8)
2,528 93 656 258 172 139 835 86 20 194 4,981 4,981 (28)
1,091.1 151.2 335.7 275.3 110.7 60.6 284.7 53.6 21.2 38.9 2,423.0 318.6 2,741.6 (10.8)
(5.8) (97.8) (10.8) (0.4) (21.5) (50.4) 64.9 23.3 20.0 17.0 3.7 100.0 5.3 n/a
20.2 (99.2) 19.7 13.3 3.9 (25.9) 132.9 49.8 39.6 63.8 24.8 29.6 25.3 n/a
57
Russian Federation 61.0% Europe 17.7% The Middle East 4.7% South-East Asia 4.8% China and Central Asia 4.4% Central & South America 4.1% North America 2.1% Africa 1.2%
Russian Federation 55.6% Europe 18.2% The Middle East 6.4% South-East Asia 4.7% China and Central Asia 10.6% Central & South America 1.9% North America 0.3% Africa 2.3%
Sales by industry
In the domestic market, Russian Steel focuses on selling its products to the construction industries and steel service centres, pipe production, oil and gas, automotive producers and machinery builders, among others. In export markets, sales are primarily to the processing and construction industries, including re-rollers of slabs, hot-rolled and cold-rolled coils. In 2010, construction and processing sales revenue accounted for 54.8% of total sales, while sales to the oil and gas sector accounted for 10.8%, machinery building accounted for 7.2%, and pipe production accounted for 9.4%. Revenues by industry, 2010 Revenues by industry, 2009
Construction and processing Oil & Gas Machinery building Tube- and pipemaking Automotive Other
Construction and processing Oil & Gas Machinery building Tube- and pipemaking Automotive Other
Costs
The cost of sales increased by US$1,921.8 million in 2010 compared to 2009. The main factor in this increase was the growth in sales volume from 9.4 million tonnes to 11.2 million tonnes, resulting in an increase in the cost of sales of US$798 million. Other factors contributing to the total increase in the cost of sales included: changes in the structure of used raw materials due to change in production, which caused the cost of sales to increase by US$162 million changes in labour costs, excluding foreign exchange rate fluctuations, which resulted in a cost of sales increase of US$94 million foreign exchange effect resulted in a cost of sales increase of US$223 million the increase in the price of materials and energy, which caused an increase in cost of sales of US$695 million. In this context, it is worth noting the following positive effects: a decrease in raw materials consumption rates, which had a positive effect of US$21 million on the cost of sales other factors, which had a positive effect of US$29 million on the cost of sales.
58
Overview
2010
Business Review
Materials Scrap metal Coal Iron ore Ferroalloys and nonferrous metals Pellets Coke Other materials Total materials Electric power 848.2 864.7 662.1 476.0 535.4 197.5 931.5 4,515.4 200.0 197.5 91.6 489.1 605.8 272.1 229.2 (108.4) 6,003.2 14.2 14.4 11.0 7.9 8.9 3.3 15.5 75.2 3.3 3.3 1.5 8.1 10.1 4.5 3.8 (1.7) 100.0 561.0 502.6 323.0 269.7 206.6 46.3 687.3 2,596.5 142.4 141.3 78.5 362.2 485.6 257.2 140.0 239.9 4,081.4 13.7 12.3 7.9 6.6 5.1 1.1 16.8 63.6 3.5 3.5 1.9 8.9 11.9 6.3 3.4 5.9 100.0 51.2 72.0 105.0 76.5 159.1 326.6 35.5 73.9
Energy 40.4 39.8 16.7 35.0 24.8 5.8 63.7 (145.2) 47.1 Gas Other energy resources Total energy Staff costs Depreciation and amortisation Services Other Total
Further Information
59
Main ongoing projects: Expansion: Color coating line 2 We invested US$43.3 million in this project in 2010, out of a total planned investment of US$84.7 million. Upon completion, we expect it to increase our annual production of colour-coated products to 429,000 tonnes. This project started in the fourth quarter of 2007, and we expect it to be completed in the fourth quarter of 2011. Integrated scrap processing in an open site (Phase 2) We invested US$33.5 million in this project in 2010, out of a total planned investment of US$50.3 million. The aim is to ensure we can supply 900,000 tonnes of shredded scrap each year for the Cherepovets Steel Mill. This project started in the fourth quarter of 2007, and we expect it to be completed in the fourth quarter of 2011. Severstal Balakovo Long Product Mini-Mill (a mini-mill in the Saratov region) We invested US$162.2 million in this project in 2010, out of a total planned investment of US$693.0 million. The mill will produce long products for the construction industry, and will have the capacity to make up to 1 million tonnes of rolled products per year. In 2010, construction works relating to the project entered an active phase: subcontractors for the main types of activities were chosen and mobilised; energy was supplied to the construction site; the main technological equipment was delivered; contracts for the construction of the main step-down substation, and for delivery of the auxiliary equipment required for manufacturing, were concluded.
60
Overview
Modernization: Revamping of by-products recovery Shop 2 We invested US$14.6 million in this project in 2010, out of a total planned investment of US$104.7 million. Its aim is to maintain fixed assets. It started in the first quarter of 2007 and we expect it to be completed in the second quarter of 2013. Revamping of coke battery 7 with a dry coke quenching plant We invested US$11.6 million in this project in 2010, out of a total planned investment of US$141.3 million. Its aim is to maintain fixed assets. It started in the first quarter of 2007 and we expect it to be completed in the second quarter of 2013. Strip slitting line (with inspection area) We invested US$11.3 million in this project in 2010, out of a total planned investment of US$16.3 million. Upon completion, we will be capable of producing heavyweight cold rolled coils (slit coil weight up to 25 tonnes), with an annual line capacity of 200,000 tonnes. The project started in the first quarter of 2007, and we expect it to be completed in the first quarter of 2011. Revamping of coiler group 2 to coil X-100 grades with a gauge up to 25mm We invested US$3.6 million in this project in 2010, out of a total planned investment of US$46.0 million. It will enable us to carry out high quality coiling of steel products, up to 250,000 tonnes per year, and to develop new products (100 grade with 16-25mm gauge). The project started in the fourth quarter of 2007, and we expect it to be completed in the third quarter of 2012. Replacement of turbine generator 4 with 20 atm. steam extraction We invested US$3.4 million in this project in 2010, out of a total planned investment of US$30.0 million. Our aim with this is to increase internal power generation. The project started in the first quarter of 2008, and we expect it to be completed in the fourth quarter of 2011. Revamp of the main step-down substation 1 at our electric power supply shop We invested US$3.2 million in this project in 2010, out of a total planned investment of US$31.5 million. Its aim is to maintain fixed assets. The project started in the fourth quarter of 2007, and we expect it to be completed in the third quarter of 2011. Reconstruction of our steam power plants main building We invested US$2.9 million in this project in 2010, out of a total planned investment of US$26.0 million. Its aim is to maintain fixed assets. The project started in the first quarter of 2009, and we expect it to be completed in the fourth quarter of 2013. Revamping of gas cleaning for 9 Boiler We invested US$2.8 million in this project in 2010, out of a total planned investment of US$4.8 million. Its aim is to maintain fixed assets. The project started in the first quarter of 2007, and we expect it to be completed in the second quarter of 2011. Metalware production We invested US$35.1 million in this segment in 2010. The project aims to reduce costs by optimising and revamping facilities, improving product quality, expanding services, and developing new products.
The Russian Steel Divisions capital expenditure programme is designed to increase productivity and efficiency
Severstal Annual Report and Accounts 2010 61
2010 was an important year for Severstal International. We made decisive steps to bring our international asset structure in line with our financial and strategic targets, to be well-positioned for longterm growth.
Severstal International
62
2,911.5m 86.4m
An increase of 25.9% on 2009
63
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Sergei Kuznetsov Severstal North America, Chief Executive Officer 2010 was an important year for Severstal International. We made decisive steps to bring our international asset structure in line with our financial and strategic targets, and to be well-positioned for long-term growth. We remain committed to operating in North America, which we view as a significant and attractive market. Though still challenging, the US steel market gradually recovered in 2010. Our full-year 2010 crude steel output in the US increased by 17.8%, compared to 2009, enabling Severstal North America to sell around 3.7 million tonnes of rolled products, up 14.6% on 2009 figures. Also in 2010, the full-year revenue of Columbus and Dearborn increased by 25.9% to US$2,911.5 million, driven by volumes and prices, with EBITDA totalling $86.4 million, versus negative EBITDA of US$113.8 million in 2009. We expect the cost position of Columbus and Dearborn to improve further as a result of operational improvements, higher production volumes driven by better capacity utilization rates and commissioning of new steelmaking and finishing facilities at both plants. In 2011, the total amount of capital investment at Severstal North America will be approximately US$465 million. We expect much stronger performance of our US assets from 2011 and beyond, with the completion of their investment programmes expected by the end of 2011.
64
Overview
Our 2011 development of the Dearborn and Columbus plants includes a US$465 million modernisation programme, targeting critically exposed applications for automotive customers and other original equipment manufacturers as well as capacity expansion project at the Columbus plant.
Key production facilities Following the changes, our present operations in Severstal North America (SNA) comprise the following assets: Columbus Severstal Columbus is one of the most technologically advanced steel-making facilities in North America. Commissioned in August 2007, it is the newest mini-mill in North America and the only EAF compact strip process (CSP) plant in the world designed to make exposed automotive steels. It focuses on the production of highquality flat-rolled steel, and currently has an annual production capacity of 1.5 million tonnes. Upon completion of the expansion program in 2011 annual capacity will increase to 3.1 million tonnes. It produces a broad range of high-quality hot-rolled, hot-rolled picked and coiled, cold-rolled and galvanized sheet products for customers primarily in the distributor, construction, automotive, appliance, machinery, and pipe and tube markets. It also has the capability to produce non grain oriented electrical and renitrogenised steels, as well as value-added applications for culverts, shipbuilding and line-pipe. Severstal Columbus is strategically located in Columbus, Mississippi. From Mississippis Golden Triangle, it has unparalleled access to rail, truck and water routes that enable it to deliver product throughout the growing south-eastern US manufacturing region and into Mexico, faster and more economically than other steelmakers. Its site of approximately 1,300 acres has been designed to allow for additional on-site steel processing operations, which are being developed independently and through joint venture opportunities. NAFTA LRF product distribution, 2010
Business Review
HR CR Coated PIC
65
Key performance indicators of Severstal North America in 2010 (excluding discontinued operations)
Revenue from Dearborn and Columbus went up by 25.9% to US$2,911.5 million (FY2009: US$2,312.5 million) with EBITDA of US$86.4 million, compared to FY 2009 negative of US$113.8 million. Their performance throughout 2010 reflects stronger steel demand. 2010 revenue was driven by both volume and price factors.
66
Overview
2,912
The main factors behind the EBITDA increase were: US$267.6 million improved sales prices US$79.3 million increased sales volume US$43.7 million manufacturing efficiencies attributed to higher production volumes US$(200.5) million cost increases due to raw material price increases. US$10.1 million other factors. EBITDA drivers in 2010, US$ million
$300 $250 $200 $150 $100 $50 $0 ($50) ($100) ($150) ($113.8)
EBITDA 2009 Sales volume Sales mix Sales pricing ManuManufacturing facturing economics efciences Other EBITDA 2010
$267.6
Financial Statements
* Other includes revenues from non-core business, like delivery services, sales of energy, heat, coking side products, etc
$2.6
$86.4
Our full-year 2010 EBITDA margin increased to 3.0% from the negative of 4.9% in 2009, due to market recovery.
Further Information
2010 2009
Change year-on-year %
Production of crude steel (thousand tonnes) Sales of steel products (thousand tonnes) Revenue (US$ million) Gross loss (US$ million) (Loss)/profit from operations (US$ million) Operating margin (%) EBITDA (US$ million) EBITDA per tonne (US$/tonne) EBITDA margin (%) Average steel product price (US$/tonne) * Hot-rolled strip and plate (US$/tonne) Cold-rolled sheet (US$/tonne) Galvanized and other metallic-coated sheet (US$/tonne) Colour-coated sheet (US$/tonne) Metalware products (US$/tonne) Semifinished products (US$/tonne)
*Steel products include semifinished, rolled and downstream products.
3,640 3,742 2,911.5 (0.1) (61.4) (2.1) 86.4 23.1 3.0 764 669 780 899 n/a n/a 500
3,090 3,266 2,312.5 (179.4) (257.8) (11.1) (113.8) (34.8) (4.9) 689 571 691 859 n/a n/a 600
17.8 14.6 25.9 (99.9) 76.2 n/a n/a n/a n/a 10.9 17.2 12.9 4.7 n/a n/a (16.7)
As a part of labor costs reduction initiatives SNA decreased headcount (employees and contractors) by the end of the year 2010 to 2,103, compared to 2,185 in 2009.
67
Hot-rolled strip and plate Cold-rolled sheet Galvanized and other metallic-coated sheet Color coated sheet Total rolled products Metalware products Total semi-finished products Total steel products Other and shipping Total Hot-rolled strip and plate Cold-rolled sheet Galvanized and other metallic-coated sheet Total rolled products Total semi-finished products Total steel products Total US sales Hot-rolled strip and plate Other and shipping
1,834 711 1,196 3,741 1 3,742 3,742 1,776 699 1,181 3,656 1 3,657 3,657 58 12 15 85 85 85
1,227.8 554.5 1,075.8 2,858.1 0.5 2,858.6 52.9 2,911.5 1,189.7 544.9 1,063.7 2,798.3 0.5 2,798.8 48.2 2,847.0 38.1 9.6 12.1 59.8 59.8 4.7 64.5
1,523 688 1,054 3,265 1 3,266 3,266 1,443 663 997 3,103 1 3,104 3,104 80 25 57 162 162 162
869.5 475.3 905.2 2,250.0 0.6 2,250.6 61.9 2,312.5 819.2 455.3 857.0 2,132.0 0.6 2,132.6 58.9 2,191.5 50.3 19.5 48.2 118.0 118.0 3.0 121.0
20.4 3.3 13.5 n/a 14.6 n/a 0.0 14.6 n/a 14.6 23.1 5.4 18.5 17.8 0.0 17.8 17.8 (27.5) (52.0) (73.7) (47.5) n/a (47.5) n/a (47.5)
41.2 16.7 18.8 n/a 27 n/a (16.7) 27.0 (14.5) 25.9 45.2 19.5 24.1 31.3 (16.7) 31.2 (18.2) 29.9 (24.3) (50.8) (74.9) (49.3) n/a (49.3) 56.7 (46.7)
US sales
Export sales Cold-rolled sheet Galvanized and other metallic-coated sheet Total rolled products Total semifinished products Total steel products Other and shipping Total export sales
68
Overview
Governance
1,801 3,640
1,527 3,090
17.9 17.8
Financial Statements
Total capital expenditures in 2010 were US$341.6 million, which is 43.2% more than 2009. Major projects at Dearborn and Columbus were resumed in 2010 as the economy improved. In 2011, the total amount of investment at Severstal North America will be approximately US$465 million. This will include the construction, commissioning and start-up of the second electric arc furnace, continuous caster, tunnel furnace, and pickle line, and the second hot-dip galvanizing line at Severstal Columbus, and the new cold rolling complex and hot-dip galvanizing line at Severstal Dearborn. Upon completion of these capital improvement programmes, combined annual steel-making capacity will reach 5.4 million tonnes, cold rolling capacity at Dearborn and Columbus will increase to 3.6 million tonnes, and galvanizing capacity will reach 2.4 million tonnes.
2011 projects Timeline Expected results
Further Information
Dearborn (New Pickle Line and Tandem Cold Mill) Dearborn (New Automotive Exposed Hot Dip Galvanizing Line) Columbus (Phase II)
Q3 2011 start
Cold-rolling capacity will increase to 1.9 million tonnes Development of high-end automotive products output
Q4 2011 start
Increase in exposed automotive steel capacity by 450,000 tonnes focusing on galvanized and galvannealed products
Crude steel capacity will double to 3.1 million tonnes Galvanizing capacity will double to 1 million tonnes
Costs
The total cost of sales in 2010 was US$2,911.6 million, which is 16.8% more than in 2009. This is due to increased volumes and the higher cost of raw materials.
69
Since it began, in 2007, Nordgold has grown both by acquisition and organically, increasing its production (including gold equivalent ounces of silver) from approximately 21k oz in 2007 to approximately 589k oz in 2010.
Nordgold
70
754.2m 372.8m
(An increase of 45.7% on 2009)
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Nordgold
Nordgold is a 100% Severstal subsidiary and consolidates all the companys gold assets. It operates eight producing mines, two development projects, five advanced exploration projects and a broad portfolio of early exploration projects and licences located across West Africa in Guinea and Burkina Faso, as well as in Kazakhstan and the Russian Federation.
Since it began, in 2007, Nordgold has grown both by acquisition and organically, increasing its production (including gold equivalent ounces of silver) from approximately 21k oz in 2007 to approximately 589k oz in 2010. Nordgold targets production of over 1.0m oz from its operating mines and development projects on a fully consolidated basis by 2013. At 1 November 2010, Nordgolds resource base consisted of 23.0m oz of gold resources on a fully consolidated basis and 103m oz of silver resources (represented by a 50% interest in the Prognoz silver deposit) classified as measured, indicated and inferred, according to JORC, and 8.9m oz of proven and probable gold reserves.
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Nikolai Zelenski Nordgold, Chief Executive Officer "During 2010, we continued to implement our strategy successfully with the acquisition of Crew Gold, which owned the LEFA gold mine in Guinea. This acquisition adds significantly to both our gold production and our resources. We bought an initial 26.6% stake in February and increased our holding in stages during 2010, giving us ownership of 93.4% of Crew Gold at the end of 2010. We have subsequently acquired 100% of Crew Golds shares. The other significant development during 2010 was the increase in our holding in High River Gold, from 50.1% to 72.6%. High River Gold owns the Irokinda, Zun-Holba and Berezitovy mines in Russia and the Taparko mine and Bissa development project in Burkina Faso. It also has an indirect 50% stake in the Prognoz silver deposit. Prognoz is one of the largest high grade undeveloped primary silver deposits in the world, with current resources of 205m oz of silver. Our spread of mines and countries reduces our risk and increases our security of production. It also allows us to identify more opportunities, create synergies across our sites and transfer technology and people around the business. With a proven management team, a commitment to transparency and a strong balance sheet, we are well placed for the future."
Demand for gold continued to be strong during 2010. The gold price reached a new high of US$1,421 per ounce on 9 November and the average price during the year was US$1,224.5 per ounce, compared to US$972.4 in 2009. 2010 was a year of net official sector purchases as central banks of many emerging economies, including China and Russia, sought to diversify their foreign reserves and increase their gold holdings. In 2010, the global gold mine production grew by 1.8% to 2,626 metric tonnes and total world supply increased by 1.6% to 4,347 metric tonnes.
72
Overview
Operations
We report our business in geographical regions, spread across West Africa (Guinea and Burkina Faso), Kazakhstan and Russia.
Business Review
Geographical breakdown Description 2010 Gold Reserves and sales volumes Resources (000 ounces) (million ounces)
West Africa Somita Crew Gold Development West Africa Celtic and Semgeo Berezitoviy Buryatzoloto Neryungri-Metallic and Aprelkovo Development Russia
* From August to December 2010 only
The Taparko open pit gold mine, in Burkina Faso The LEFA open pit gold mine, in Guinea
127.229 73.252
0.9 5.6
Governance
Mines in development and exploration. The key n/a development project is at Bissa, Burkina Faso The Suzdal underground gold mine and deposits in the Zherek and Balazhal open pit mines, which are under technological review An open pit gold mine in Amur region The Zun-Holba and Irokinda underground gold mines, in the Buryatia Republic Open pit gold mines in the Republic of Yakutia and the Transbaikal region 87.273 2.2
Kazakhstan
Financial Statements
Further Information
Mines in the exploration and evaluation stage. The primary project is at Gross
Strategy
We have a three-pillar strategy: Operational optimisation. We look to maximise production and efficiency, and apply best practice. When we acquire assets, we enhance their culture and strategic focus, and increase their operational performance. Organic expansion and development. We make significant investment in expanding reserves at our current mines and identifying and developing new projects. We use our depth of mining and geological expertise and considerable experience on the ground in our regions. Value-building acquisitions. Our M&A strategy is to build on our established presence in the gold industry by identifying underperforming mines or late-stage development projects, where we can create value through operational improvements or by providing expertise or capital. We will consider acquisitions in our existing regions of Russia, Kazakhstan and West Africa, as well as South America. We exercise financial discipline in valuing targets and look to utilise our managements considerable acquisition experience. While implementing this strategy, we also make sure that we work in the right way. Maintaining the health and safety of our people, protecting the environment and supporting our communities are all fundamental to our business success.
2010 2009
Change year-on-year %
Revenue (US$ million) Gross profit (US$ million) Profit from operations (US$ million) Operating margin (%) EBITDA (US$ million) EBITDA margin (%) Average product prices (FCA) (US$/tonne)
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Nordgold (continued)
Revenue drivers in 2010 vs 2009, US$million
800 700 600 500 400 300 200 100 0 98.6 517.6 47.2 -7.3 33.9 6.0 58.2 754.2
Crew Gold
Revenue 2010
9.3
-8.6
-14.9 -12.7
-3.4
39.7
0.1
372.8
Major projects in 2010: Our total investments in 2010 amounted to US$170.8 million. We invested US$57.3 million into safety projects and reequipment: US$14.2 million at Crew Gold, US$12.9 million at Buryatzoloto, US$8.8 million at Berezitoviy, US$8.5 million at Neryungri-Metallic and Rudnik Aprelkovo, US$7.5 million at Somita and US$4.7 million at Celtic and Semgeo and US$0.7 million at other assets. The major part of the US$48.1 million investment in expansion was US$31.7 million of Celtic capex (expansion of the crushing and milling facilities, acquisition of underground machinery and on developing new BIOX assets). The residual amount consists of US$11.9 million for developing additional processing capacity in the gold extraction facilities at Berezitoviy and US$4.5 million for other small projects. Exploration and evaluation investments totalled US$65.4 million in 2010 (US$17.4 million at our Western African assets, US$17.3 million at Yuzhno-Uguyskaya area at Neryungri-Metallic, US$14.9 million at Buryatzoloto, US$6.7 million at SZRK (Uryakhskoye, Vitimkanskaya, Nerchinskaya, Kunikan and Ostantsovy fields), US$4.5 million at Celtic and US$4.6 million other). Projects for 2011: We expect to spend US$289.9 million on gold extraction projects in 2011, including: US$71.2 million on maintenance (safety, facilities balancing, replacement of equipment) at Crew Gold (US$37.7 million), at Buryatzoloto (US$13.4 million), at Neryungri-Metallic and at Rudnik Aprelkovo (US$12.7 million), at Celtic (US$3.8 million), at Berezitoviy (US$2.8 million), at Somita (US$0.8 million). US$111,7 million on Capital expenditure on expansion (development) at Burkina Faso entities (US$90.0 million), at Celtic (US$7.2 million), at Berezitoviy (US$5.8 million), at Somita (US$4.1 million), at Neryungri-Metallic (US$3.1 million) and at Buryatzoloto (US$1.5 million). US$107.0 million on exploration and evaluation at our Western African assets (US$34.2 million), at Buryatzoloto (US$23.2 million), at Neryungri-Metallic and at Rudnik Aprelkovo (US$17.3 million), at Crew Gold (US$12.0 million), at SZRK (US$9.4 million), at Celtic (US$8.6 million), at Berezitoviy (US$1.6 million) and at Somita (US$0.7 million).
Cost of sales
Administrative costs
Taxes
Others
Forex
EBITDA 2010
Capital expenditure
In 2010, Nordgold investments in ongoing business and new projects totalled US$170.8 million (compared to US$99 million in 2009). We expect our gold production to continue to increase in 2011, due both to the inclusion of a full year of production at LEFA, and to operational improvements and higher productivity at this mine and at Berezitoviy and Suzdal, where we have installed additional processing capacity.
74
Overview
Business Review
Operational optimisation
Equipment upgrades at Taparko to improve gold recovery Installed an additional processing plant at Suzdal, to expand mine and plant throughput Installed an additional ball mill at Berezitovy, to expand its processing capacity
Increase the mining rate and plant throughput at Taparko to 1.75 million tonnes of ore in 2011, compared to 1.27 million tonnes in 2010. Increase mine and plant throughput at Suzdal to 500,000 tonnes, compared to 300,000 at acquisition. Increase processing throughput at Berezitotovy to 1.8 million tonnes, compared to 1.05 million tonnes in 2010. Increase production at LEFA to 237.9 thousand ounces of gold, compared with 73.3 thousand ounces of refined gold produced for the period from August to December 2010, and reduce cash costs per ounce.
Begin the engineering and design phase at Bissa. Invest approximately US$107 million in exploration in 2011, encompassing activity next to existing mines and our licence portfolio in Russia, Guinea and Burkina Faso, in order to expand mine life, increase the overall gold resource base and identify potential new mine development opportunities. Continue to focus on exploration of new resources and development of new greenfield and brownfield projects.
Further Information
Value-building acquisitions
Acquired Crew Gold, which owns the LEFA gold mine in Guinea. Added significantly to both our gold production and our resources Increased our holding in High River Gold, from 50.1% to 72.6%.
Nordgold history
Increasing total production from 21k oz in 2007 to 589k oz in 2010 In under four years, Nordgold has evolved into a significant player in the gold market.
2007 2008 2009 2010 2011
April Initiate expansion into gold August Acquire 22% stake in Celtic Resources, which owns the Suzdal and Zherek mines in Kazakhstan October Acquire Aprelkovo and Neryungri mines in Russia, from Arlan
January Increase stake in A year of optimising and Celtic Resources to 100% integrating assets, forming an integrated August Acquire Semgeo, business model which owns the Balazhal mine in Kazakhstan
February Acquire 26.6% stake in Crew Gold, which owns the LEFA mine in Guinea July Increase stake in Crew Gold to 50.2% August Increase stake in High River Gold to 70.4% September Increase stake in Crew Gold to 93.4%. October Increase stake in High River Gold to 72.6% October Increase stake in High River Gold to 72.6%
January Increase stake in Crew Gold to 100% February Intention to list Nordgold on the London Stock Exchange Postpone an initial public offering and premium listing of its ordinary shares on the London Stock Exchange due to unfavourable market conditions
November Acquire 53.8% controlling stake in High River Gold, which owns the Irokinda, Zun-Holba and Berezitovy December Increase stake mines in Russia and the in Celtic Resources to 86.3% Taparko mine and Bissa project in Burkina Faso
Nordgold (continued)
Board of directors
Nordgold is committed to corporate governance and transparency. We have a strong board and our directors have a wide range of different industry experiences. Our independent non-executive directors are well-respected and bring a wealth of experience which will benefit Nordgold in the years ahead. Philip Baum Chairman Philip Baum joined Nordgold as chairman in October 2010. He also chairs the nomination committee and is a member of the safety and sustainable development committee. Philip had a 31 year career with Anglo American plc, with extensive experience in Africa, Europe, North and South America and Australasia in mining, minerals, heavy industry and financial services. He retired in 2009 as chief executive of the companys ferrous metals division and a member of its executive committee. Philip holds a B.Com., an LL.B. and a higher diploma in tax law from the University of the Witwatersrand. He is also a non-executive director of Ruukki Group plc. Nikolai Zelenski Chief Executive Officer Nikolai joined OAO Severstal in 2004 and was head of Severstal Resources gold division and strategy. Previously, he was an engagement manager in the mining sector at McKinsey & Company. Nikolai holds a master of technical sciences degree from the Saint-Petersburg State Technical University, a Ph.D. in molecular genetics from the University of Texas, and a master of business administration degree from Vanderbilt University (United States). Sergey Zinkovich Chief Financial Officer Sergey joined Severstal in 2005. He was head of the tax department of the Groups mining division and chief financial officer of its gold division. Previously, Sergey worked at BDO Unicon and held various financial management positions in the manufacturing industry. He graduated from the Belarusian State University with a degree in jurisprudence, specialising in financial law. Vadim Larin Non-Executive Director Vadim joined Severstal in 2003 and has managed its coal operations at Intaugol and Kuzbassugol. From August 2007 to September 2010 he was chief executive officer of Vorkutaugol. From 1 September 2010, he became acting chief executive officer of Severstal Resources, division of Severstal Group. Prior to joining the Severstal Group, Vadim worked at McKinsey & Company. Vadim graduated from the Moscow State Institute of Radio Engineering, Electronics and Automation. He also holds an MBA from INSEAD. Alexey Kulichenko Non-Executive Director Alexey joined Severstal in 2005 as chief financial officer of Severstal Resources and was appointed chief financial officer of Severstal in July 2009. Prior to joining Severstal, he held senior management positions at Sun Interbrew and Unimilk, where he was chief financial officer. Alexey graduated from the Omsk Institute of World Economy with a degree in economics. Peter Lester Independent Non-Executive Director Peter joined Nordgold in October 2010 as an independent nonexecutive director. He is a mining engineer with extensive experience in senior operating, development and corporate roles and is currently executive director responsible for corporate development at Citadel Resource Group. Previously he was the executive general manager for corporate development for Oxiana and then OZ Minerals. His activities have covered Australia, South East and Central Asia, the Middle East and the Americas. Peter has a Bachelor of Engineering (Mining-Hons) from the University of Melbourne and is a member of the Australian Institute of Company Directors and the Australian Institute of Mining and Metallurgy. He is also a non-executive director of Toro Energy Limited. David Morgan Independent Non-Executive Director David joined the Company in October 2010 as an independent non-executive director and chairman of the audit committee. Previously, he was executive director of corporate development at Johnson Matthey plc. David is a member of the Institute of Chartered Accountants in England and Wales, and has an MA in mineralogy and petrology from Trinity College, Cambridge. He is chairman of the advisory board of Conduit Ventures Limited and a member of the supervisory board of SFC Energy AG. Michael Nossal Independent Non-Executive Director Michael joined Nordgold in October 2010 as an independent non-executive director and chairman of the remuneration committee. He is a member of the executive committee of Minerals and Metals Group and previously served as director and deputy chief executive officer for En+ Group Ltd, which manages aluminium and power assets. Michael holds a bachelor of science degree from Monash University in Australia and a master of business administration degree from the Wharton School of the University of Pennsylvania.
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Overview
Proven and probable reserves (000 ounces) Burkina Faso Guinea Kazakhstan Russia Total
Financial Statements
Further Information
At 1 November 2010, we had measured and indicated resources of 12.3 million ounces and inferred resources of 10.7 million ounces, giving us total resources of 23 million ounces. Measured, indicated and inferred resources (000 ounces)
Inferred
Total
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Long-term economic and financial success is possible only under conditions of social stability and partnership. Universal and efficient cooperation with business partners, state authorities, work collectives and general public is essential to ensure Severstals steady development.
In our cooperation with these stakeholders, we aim to find the optimum balance between company-wide priorities, priorities of specific regions, and the interests of various social groups. We operate to major principles of social responsibility: Industrial safety and environmental protection Development and social support of people Promotion of socio-economic growth in the regions where we operate. Severstals total social and charitable investments in 2010 were US$45.5 million. Our activities in the sphere of corporate social responsibility were highly commended by experts. We won the Russian Union of Industrialists and Entrepreneurs annual contest: Best Russian Enterprises. Dynamics. Efficiency. Responsibility nomination Social Investments and Projects. Based on corporate charity research by the Vedomosti newspaper, in cooperation with PricewaterhouseCoopers and the non-profit partnership Donors Forum, we were nominated by the Russian Ministry of Economic Development and Trade as the best Programme Promoting the Development of Local Communities and Improvement of the Social Climate in Regions where the Company Operates, for our charitable programme The Road Home.
In a contest for evaluating corporate investment in human capital, named Peoples Investor 2010, we won a nomination for Innovative Approach to Resolving the Issue Pertaining to the Development of Local Communities. Based on the results of the First Rating of Business Partners of Russian Higher Educational Institutions, we were commended in nominations for The Best Practice of Vocational Adjustment of Students of Higher Educational Institutions, The Largest Contribution to the Support of Gifted Students and Young Teachers, and The Largest Youth Employer.
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Overview
Environmental protection
In 2010, we spent over US$70.0 million on environmental protection measures, continuing the following: Energy saving and reducing greenhouse gas emissions Reducing atmospheric emissions of pollutants Water supply and waste water treatment Solid waste management. Implementing the long-term energy saving programme has made it possible for the Cherepovets Steel Mill to reduce energy consumption in 2010 by 2.9% compared to 2009. At the same time, steel production rose by nearly 16%. This was due to a number of projects, for example, the large phased investment project, Automated System for Energy Resources Control and Management Interdepartmental Accounting totalling over US$13.5 million. We completed the fourth of five phases in November 2010 and the fifth is scheduled for completion in 2011. The projects goal is to exercise control of the energy consumption of our major production units and, consequently, analyse them and take appropriate measures to reduce non-production costs. The atmospheric air protection programme aims to renovate the gas-cleaning systems for three naphthalene presses (partially completed in December 2010), and also to modernise gas cleaning of the suction systems in the central ferroalloy storage area (work is done in two phases: we completed the first phase, involving the drier drums section, in November 2010, and the second phase covering the crushers section will be completed in the second quarter of 2011). The construction of a new filtering unit for advanced waste treatment in the Cherepovets Steel Mill long product shop is nearing completion. The unit, once commissioned, will make it possible to meet appropriate cleaning standards for facility No.10.
Business Review Governance Financial Statements Further Information
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32% 65% 3%
Improving our employees health is a priority social objective in all our businesses. In 2010, we allocated about $20.0 million to the Severstals Health programme, whose main task is to promote the health of metallurgists. In Cherepovets we have arranged over 34,000 professional medical check-ups under this programme. We have also launched an action plan to improve labour conditions and the treatment-diagnostic process, to reduce the incidence of disease among employees. In 2010, our financing of Severstal Medical Unit programmes exceeded US$16.0 million. In 2010, the Medical Units maternity home won the second national competition, Best Maternity Homes in the Russian Federation. We allocated over US$5.0 million to improve the health of Cherepovets employees in 2010, which enabled over 9,000 metallurgists and their children to improve their health in resorts and country houses/camps, with 5,000 metallurgists undergoing rehabilitation and health improvement in the Rodnik sanatorium. About 15,000 Cherepovets employees enjoy daily meals arranged by Organisation of Working Supplies, where quality services go hand in hand with healthy nutrition principles. As a result, the incidence of digestive disease in 2010 decreased 9.1% compared to 2009. One of the priorities of the Severstals Health programme is to motivate employees and their families to take up sports, and we allocated over US$800,000 to this. In 2010, over 4,000 metallurgists regularly attended 145 health and fitness groups, which accounts for 18% of the total staff of the Cherepovets Metallurgical Works. We organised more than 300 mass sport events, enjoyed by 15,000 participants.
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Overview
Financial Statements
About 300 managers from the Severstal Resource and Russian Steel divisions took part in the programmes first module in October 2010. The second module (February 2011) enabled participants to familiarise themselves with the personnel management system and tools we use, and how to use these in their professional activities. The modules major subjects include organisational structure, personnel selection and adaptation, the cycle of management of business performance and succession, and legal aspects of personnel management. To support production managers who are taking part in the programme, we also see possibilities for their individual development through coaching and command sessions, with ongoing feedback from the programmes experts and coaches. By 2013 the programme will have involved over 1,000 managers.
Further Information
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In support of historical and cultural heritage, we continue to cooperate with the Russian Museum, the Tretyakov Gallery and the Bolshoi Theatre. Among joint projects with the Russian Museum are the exhibitions A Hymn to Labor, Russian Advertisement Poster, Holy Russian Lands; with the Tretyakov Gallery A. Deineka. Work, Build and not Whine!, The Whole World is a Theater. Prints from F.M. Larionovs Collection. We backed the premiere ballet performance of XIX-XX: Petipa/Forsythe/Balanchine in the Bolshoi Theater. A theatrical festival named the Gold Mask was held in Latvia, Riga, for the sixth time, and in 2010 Cherepovets saw for the first time the festivals best shows. In 2010, cooperation with Sergey Andriyakas Watercolour School gave rise to a regional exhibition project Master and Student, which involved the presentation of paintings by artists-schoolmasters and their students in Balakovo, Olenegorsk and Vorkuta; also, watercolour painting master classes were held. In 2010, we continued our programme The Road Home, for the comprehensive prevention of child neglect and social orphanhood in Cherepovets. The programmes 2010 results included 13 child abandonments prevented, threats to the life and health of 910 minors eliminated, 20 orphans placed in foster families, and 4,202 minors receiving social-psychological support.
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Board of Directors
Alexey Mordashov
CEO, Severstal, Member of the Nomination and Remuneration Committee. Year of birth: 1965 Alexey Mordashov has worked for Severstal since 1988. He started his career as a senior shop economist, becoming Chief Financial Officer in 1992. In December 1996, he was appointed as Severstals Chief Executive Officer. In June 2002, Mr. Mordashov was elected Chairman of Severstals Board of Directors and served as Chief Executive Officer of Severstal Group. Since December 2006, he has been Chief Executive Officer of Severstal. Alexey serves on the Entrepreneurs Council of the Government of Russian Federation. In addition, Mr. Mordashov is a member of the Russian-German workgroup responsible for strategic economic and finance issues, and he is the head of the Russian Union of Industrialists and Entrepreneurs (RSPP) Committee of Trade Policy and WTO. Since March 2006 he is a member of the EU-Russia Business Cooperation Council. Alexey is a member of the Atlantic Council Presidents International Advisory Board. Mr. Mordashov earned his undergraduate degree from the Leningrad Institute of Engineering and Economics. He also holds an MBA degree from Newcastle Business School of Northumbria University (Newcastle UK). Alexey was granted an honorary doctorate from the Saint-Petersburg State University of Engineering and Economics in 2001 and from the University of Northumbria in 2003
Sergei Kuznetsov
CEO Severstal International, CEO Severstal North America. Year of birth: 1971 Sergei Kuznetsov started his career in 1994 as an expert in trade operations for steel and steel products at the State Owned Foreign Trade Association Promsyrioimport (Industrial Materials Import/Export). From 1995 to 2001, he worked as a commercial representative at the Steel Trading Section of the Moscow Representative Office of Cargill Enterprises, Inc. He joined Severstal in 2002 to head the Business Planning Group responsible for acquiring foreign assets and developing international projects. In 2004 he was appointed Chief Financial Officer of Severstal North America, and in 2008 became Chief Financial Officer of OAO Severstal. In July 2009 Sergei became CEO of Severstal International and CEO of Severstal North America. Sergei graduated from Bauman Moscow State Technical University in 1994, where he majored in Engineering. In 1998 he received his Finance MBA from California State University, Hayward.
Alexey Kulichenko
CFO, Severstal. Year of birth: 1974
Anatoly Kruchinin
CEO Severstal Russian Steel, CEO Cherepovets Steel Mill. Year of birth: 1960 Anatoly Kruchinin joined Severstal in 1982 and became Chief Power Engineer in 1993. In March 1999 he was appointed Commercial Director, and in January 2002 became Executive Director of Severstal. By July 2002 he was CEO of the company. Following the companys new system of corporate management, from December 2006 he was Chief Executive Officer of Cherepovets Steel Mill, and in April 2008 was appointed CEO of Severstal Russian Steel Division. Anatoly was a graduate of the Ivanovo Power Engineering Institute and held an MBA degree from the National Economic Academy under the Government of Russian Federation. Anatoly Kruchinin passed away in December 2010.
Alexey Kulichenko graduated from the Omsk Institute of World Economy with a degree in economics. In 1996-2003 he worked in Sun Interbrew, starting his career as cash flow economist of Omsk plant Pocap and ending as Efficiency Planning and Managing Director of Sun Interbrew. From 2003 till 2005 Alexey worked as CFO at Unimilk the second largest milk producer in Russia, which joins 20 plants in Russia and Ukraine. From December 19, 2005 to July 2009 he served as CFO of CJSC Severstal Resource. Since May 2006 Alexey is the member of the Board of directors of JSC Vorkutaugol. In July 2009 Alexey Kulichenko was appointed CFO of OAO Severstal.
Mikhail Noskov
Non-Executive Director. Year of birth: 1963
A graduate of the Moscow Institute of Finance, Mikhail Noskov worked at the International Moscow Bank from 1989 until 1993, and was Trade Finance Director of Credit Suisse (Moscow) from 1994 until 1997, when he joined Severstal as Head of Corporate Finance. In 1998 he became Finance and Economics Director, and was appointed as Deputy CEO for Finance and Economics of the Severstal Group in June 2002. From 2007 till 2008 he was Deputy CEO for Finance and Economics of Severstal.
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Christopher Clark
Chairman of the Board of Directors, Member of the Nomination and Remuneration Committee. Year of birth: 1942 Chris Clark is a leading industrialist and brings extensive business knowledge to the Board. Chriss career spans 40 years at Johnson Matthey plc, the specialty chemicals and precious metals Group, where he became Chief Executive Officer in 1998. He led the Group into the FTSE 100 in 2002. Since his retirement in 2004, Chris has taken a number of non-executive positions. He currently chairs Urenco Limited, the leading international supplier of enriched uranium to the power generating industry. Chris is a graduate in metallurgy; he studied at Trinity College, Cambridge and Brunel University, London.
Ronald Freeman
Independent Director, Member of the Audit Committee. Year of birth: 1939 Ronald Freeman is a member of the Board of Directors, an Advisory Partner and stockholder of the Moscow-based Troika Dialog investment bank. He is also a non-executive member of the board of directors of Volga Gas and of Polish Telecom; and, a member of the Executive Committee of the Atlantic Council. He is a member of the International Advisory Committee of Columbia Law School, Chairman of the Executive Committee of the Pilgrims Society (UK) and Chairman of the International Advisory Board, Kozminski University (Warsaw). Between 1991 and 1997, Ronald was Head of the Banking Department of the European Bank for Reconstruction and Development (EBRD). He was responsible for debt and equity financing in the private sector in 23 countries of the former Soviet Union, with a total annual funds commitment of Euro 2 billion. Prior to that, Ronald was vice-chairman of Citigroup European investment banking and a general partner of Salomon Brothers. Ronald holds a BA degree from Lehigh University, and an LLB from the Law School of Columbia University. He was admitted to the New York Bar.
Martin Angle
Independent Director, Chairman of the Audit Committee. Year of birth: 1950 Martin Angle holds a number of non-executive directorships in addition to OAO Severstal, including in the UK Pennon Group plc, Savills plc and the Chairmanship of the National Exhibition Centre Group Ltd. He also sits on the board of Shuaa Capital psc in Dubai. During his career, Martin has held senior executive positions in investment banking, industry and more recently private equity, where he was an Operational Managing Director of Terra Firma Capital Partners and held various senior positions in its portfolio companies including the Waste Recycling Group Ltd, where he was Executive Chairman, and Le Meridien Hotel Group, where he was Deputy Chairman. Prior to that, Martin was for a number of years the Group Finance Director of TI Group plc, a specialised engineering company in the UK FTSE 100 with activities in over 50 countries. Before that, he spent 20 years in investment banking, where he held a number of senior positions with SG Warburg & Co Ltd, Morgan Stanley and Dresdner Kleinwort Benson. Martin is a graduate in physics, a Chartered Accountant, a Member of the Chartered Securities Institute and a Fellow of the Royal Society of Arts. He also sits on the Advisory Board of the Warwick Business School.
Peter Kraljic
Independent Director, Member of the Audit Committee. Year of birth: 1939 Peter Kraljic is a Director Emeritus at McKinsey, where he spent 32 years and held a number of senior positions until his retirement in 2002. Focused mainly on industrial clients in the chemicals, pharmaceuticals, automotive assembly, and steel and aluminium sectors, he was also a member of McKinseys Shareholders and Personnel Development Committee and has managed the companys activities in France as a General Director. Peter has also written a number of scientific and business articles for publications such as the Harvard Business Review and Le Figaro Economic. He has also recently led special projects aimed at economic growth and job creation in Germany and Brazil. Peter graduated from the University of Ljubljana, Slovenia (Faculty of Metallurgy), and holds a PhD degree from Polytechnic University in Hannover, Germany. He also holds a Masters degree in business management from the INSEAD business school, France.
Rolf Stomberg
Senior Independent Director, Chairman of the Nomination and Remuneration Committee. Year of birth: 1940 Rolf is Chairman of the Supervisory Board of LANXESS AG, Leverkusen, a global chemical company, formed after the reorganisation of Bayer AG. He is Senior Independent Director of medical device producer Smith and Nephew plc, London, and advises a number of German family-owned companies. After nearly 30 years with BP (British Petroleum Co plc) where he became CEO of BPs downstream business and Managing Director on the main board of the company he held a number of directorships in internationally operating companies in Europe such as Reed Elsevier Group, TNT NV, Scania AB, John Mowlem plc and Management Consulting Group plc, as well as on the boards of PE-owned companies. Rolf is an economics graduate with a doctorate from Hamburg University, where he also served as a lecturer. He was Honorary professor at the business school of Imperial College, London, and the Institut Francais de Petrol, Paris. 84 Annual Report and Accounts 2010 Severstal
1.1
Fully compliant
1) Clause 11.1.4, article 11 of the Companys Charter approved by the Annual General Shareholders Meeting of OAO Severstal dated 15.06.2009 (Minutes 1 dated 16.06.2009). 2) The Companys Board of Directors has been elected at the Annual General Shareholders Meeting of OAO Severstal dated 11.06.2010 (Minutes 1 dated 11.06.2010) The Board of Directors consists of 5 Independent directors: Christopher Clark, Rolf Stomberg, Martin Angle, Peter Kraljic, Ronald Freeman. According to the resolution of the Board of Directors of OAO Severstal dated 11.06.2010 (Minutes 22-2010 dated 11.06.2010), the abovementioned directors shall be deemed Independent (as this term is defined in the clause 1.2 of the Regulations for the Board of Directors of OAO Severstal approved at the Annual General Shareholders Meeting on June 27, 2008 (Minutes 1 dated 02.07.2008)
1.2
The companys Board of Directors shall have at least one Board member fitting the requirements mentioned in the clause 1.2 of Annex 4 (4.6) to these Rules.
Fully compliant
85
1.3
The companys Board of Directors shall form a committee with an exceptional function to assess candidates to the companys auditors, to evaluate an auditors opinion, to assess the effectiveness of internal control procedures and evaluate proposals for improvement of such procedures (Audit Committee) to be headed by a director fitting the requirements mentioned in the clause 1.2 of Annex 4 (4.6) to these Rules. Audit Committee shall comprise only those Board members, who are not deemed to be a sole executive body and (or) collegial executive body of the company.
Fully compliant
Regulations for the committees of the Board of Directors have been approved by the Board resolution dated 15-16.05.2008 (Minutes 22-2008 dated 16.05.2008).
1.4
Fully compliant
According to the resolution of the Board of Directors of OAO Severstal dated 11.06.2010 (Minutes 22-2010 dated 11.06.2010), the Audit Committee has been formed and included the following three Independent directors: Martin Angle, Peter Kraljic, Ronald Freeman. Martin Angle, Independent director, has been elected Chairman of the Audit Committee. 1) Clause 2.5 of the Regulations for the committees of the Board of Directors approved by the Board of Directors on 15-16.05.2008 (Minutes 22-2008 dated 16.05.2008). 2) According to the Board resolution (Minutes 15-2010 dated April 29, 2010), evaluation of the auditors opinion has been submitted as materials to the Issuers Annual General Shareholders Meeting. This requirement is provided for by the clause 2.1.4 of the Regulations for the control over interested party transactions approved by the Board resolution of OAO Severstal on July 01, 2005 (Minutes 35-2005 dated 01.07.2005) and clauses 36-40 of the Code of Practice on Handling Insider Information and on Dealing in Securities of OAO Severstal approved by the Board resolution of OAO Severstal on March 30, 31, 2007 (Minutes 8-2007 dated 03.04 2007). Code of Practice on Handling Insider Information and on Dealing in Securities of OAO Severstal has been approved by the Board resolution of OAO Severstal dated March 30-31, 2007 (Minutes 8-2007 dated 03.04 2007).
1.5
Evaluation of the auditors opinion prepared by the Audit Committee shall be submitted as materials to the Annual General Shareholders Meeting of the Issuers.
Fully compliant
1.6
The companys internal documents shall cover duties of a) the Board members; b) members of collegial executive management body; c) a person executing functions of the sole executive body including managing organization and its executives; and contain information about the shareholding of the companys securities, as well as information about any purchase and (or) sale of the Issuers securities. The companys Board of Directors shall approve a document on handling information about the Issuers operations, dealing in securities of the Company and transactions with such securities, which is not publicly available and disclosure of which may significantly affect market value of the companys securities. The companys Board of Directors shall approve a document to regulate internal control procedures for financial and business operations of the Issuer to be monitored by a separate subdivision of the Issuer. Such a subdivision shall inform the Audit Committee about any breaches revealed.
Fully compliant
1.7
Fully compliant
1.8
Fully compliant
According to the Board Minutes 40-2005 dated 10.08.2005, the Internal Audit Department has been formed to ensure the performance of the Board Audit Committee. On September 20, 2005, General Director of OAO Severstal has issued the Order 595 to establish the Internal Audit Department. Regulations for internal control over financial and business operations have been approved by the Board resolution of OAO Severstal on July 01, 2005 (Minutes 35-2005).
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Overview
Requirement
Compliant/ Non-compliant
1.9
The companys Charter shall mention that Notices about the Annual General Shareholders Meeting are to be published at least 30 days before the date of the meeting, unless a longer period is stipulated by the applicable Russian law.
Fully compliant
1) Clause 10.5, article 10 of OAO Severstal Charter (new edition) has been approved at the Annual General Shareholder Meeting of OAO Severstal dated 15.06.2009 (Minutes 1 dated 16.06.2009). 2) Date of the Annual General Shareholders Meeting for 2009 results 11.06.2010. Date for disclosing information about the date of the Annual General Shareholders Meeting (date for disclosing resolutions of the Board of directors) 29.04.2010. Date for publishing Notice about the Annual General Shareholder Meeting for 2010 results 06.05.2010. 3) Date of the Annual General Shareholders Meeting for 2010 results 27.06.2010. Date for disclosing information about the date of the Annual General Shareholders Meeting for 2010 results (date for disclosing resolutions of the Board of directors) 02.03.2011.
Description of the composition and operation of the Issuers administrative, management and supervisory bodies and their committees (as required under DTR 7.2.7) is reviewed below.
The Board
According to the companys charter, the Board will comprise ten members. The current structure of the Board represents a balance between a Non-Executive Chairman and five Non-Executive Directors of which four are Independent Directors and Executives. Balance on the Board is a prerequisite for good decision-making and governance. The proportion of Independent Directors on the Board guarantees equal regard for the interests of all shareholders. The Board considers all its Independent Directors to be independent, in line with the UK Corporate Governance Code, 2010. Severstals Board comprises Non-Executive Chairman, Christopher Clark; four Independent Directors Ronald Freeman, Doctor Peter Kraljic, Martin Angle, and Doctor Rolf Stomberg; one Non-executive Director, Mikhail Noskov; and three Executive Directors Alexey Mordashov, Sergei Kuznetsov and Alexey Kulichenko.
Christopher Clark Ronald Freeman Peter Kraljic Martin Angle Rolf Stomberg Alexey Mordashov Mikhail Noskov Anatoly Kruchinin Sergei Kuznetsov Alexey Kulichenko
1 2
5 5 5 5 5 5 5 4 5 5
5 5 5 5 5 5 5 4 5 5
41 4 4 4 41 21 41
3 31 31 31 3 3
means that the specified Director is not a member of that Committee, although he attended the meetings at the invitation of the Chairman of the Committee; one of the meetings was held via conference call.
Board and Committee members have direct and continuous access to Board and Committee materials via a dedicated electronic system, which also serves as an archive of Board and Committee materials and as a way to vote in Board meetings where members may be participating remotely.
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Overview
Directors new to the Board are given background information on the company when they join. This includes details of its operations and procedures, as well as information on what is required from them in their role according to the companys statutory documents. This includes Severstals Corporate Governance Code, and applicable corporate governance law, best practice to help ensure their early effective contribution to the company. The Board performed a self evaluation of its performance in 2010 based on the individual contribution of the Board members. Such evaluation helped to identify the areas for development and more close attention as well as the strengths of the Board. The performance evaluation questioner contained three sets of questions relating to Board composition and structure, Board meetings and core processes and Board engagement with the companys business issues. The overall results for the evaluation conducted proved to be positive and inspiring. The Board members mentioned several strong characteristics of the Board performance in 2010, those are: appropriate number of the Board members and sufficient individual contribution from the Board members, effective relationship between Chairman and CEO, important contribution by committees to the Board, value of boardroom discussions including those related to financial performance of the company. There were some areas for improvement underlined i.e. Board succession planning and extension of more close communication of the Board members outside the Board meetings.
Key duties:
1. Responsibility for the companys strategic direction. 2. Reviewing the consolidated budget and submitting appropriate recommendations. 3. Reviewing the appointment and compensation policy applicable to the companys senior executives, and making recommendations regarding such a policy. 4. Dividend policy. 5. Approving transactions with interested parties (as this term is defined in accordance with Russian Law) with the value for each such transaction not to exceed 2% of the book value of Severstals assets on the date such a transaction is agreed. 6. Approving transactions of values exceeding 10% of the book value of Severstal assets on the date such a transaction is agreed. 7. Approving transactions to acquire: (i) shares or participation interests, or rights to manage such shares or participation interests (ii) fixed or intangible assets if the amount of the transaction specified in sub-clauses (i) or (ii) exceeds the equivalent of US$500 million. A resolution on the matters set out in clauses 2 and 7 requires a 2/3 majority vote of all members of the Board of Directors.
Company Secretary
Oleg Tsvetkov (PhD, MBA) became company Secretary of Severstal in 2006 after its listing in London. Oleg was awarded Corporate Governance Director Corporate Secretary in 2008 and also headed the list of Directors on Corporate Governance 2010 in the steelmaking sector. The company Secretarys office is responsible for the Board of Directors activities, preparing and holding the General Meetings and meetings of the Board of Directors, disclosure of information, corporate governance advice, communications with shareholders and GDR holders as well as relations with Russian and foreign stock market regulators. The company Secretary is responsible for ensuring the company, its management and officers comply with applicable corporate law, the companys charter and internal documents.
Non-executive Directors
The Board reviews the independence of all Independent and Non-executive Directors annually and has determined that all such directors are independent and have no cross-directorships or significant links that could materially interfere with them exercising their independent judgment. The Independent and Non-executive Directors play a leading role in corporate accountability and governance through their membership of the Remuneration and Nomination and Audit Committees.
Board effectiveness
The roles of Chairman and Chief Executive Officer are separate and their responsibilities are clearly defined in the companys statutory documents and regulated by Russian law. The role of the Chairman is to organise, lead and manage the Board and to convene and preside over Board meetings.
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Key Committees
The Boards key committees are consultative and advisory bodies that deal with issues raised by the Board. Committees may not act on behalf of the Board of Directors and are not management bodies of the company. They have no powers in relation to managing the company. Committee meetings are held as and when necessary, but at least three times a year. Committee decisions are made by a majority vote of all committee members taking part in the meeting. Each member has one vote, and the Committee Chairman has no casting vote in the event of a vote tie.
Terms of appointment
Members of the companys Board of Directors are elected by the shareholders at their General Meeting and remain members until the next Annual General Meeting. If a Board Member elects to terminate his office the whole body of the Board of Directors is re-elected at a General Shareholders Meeting. Those elected to the companys Board of Directors may be re-elected an unlimited number of times.
Company Charter
Severstals Charter, and any other internal document regulating the activities of the Companys bodies, can be amended or adopted in the new edition by the resolution of the General Shareholders Meeting only, as required by applicable Russian law and the Charter of the company. Decision on the company Charter amendment or adoption in the new edition is taken by a qualified majority shareholder vote at the General Shareholders Meeting.
Share capital
OAO Severstal share capital comprises ordinary shares with a nominal value of RUR 0.01 each. Authorized share capital of Severstal at December 31, 2010, 2009 and 2008 comprised 1,007,701,355 issued and fully paid shares. All shares carry equal voting and distribution rights. There are no restrictions or limitations on voting rights for holders of OAO Severstal shares and GDRs. Equity capital structure as of 31.12.2010
Share, % Shareholders equity capital
* T hrough participating in Severstals privatization auctions and other purchases, Alexey Mordashov (the Majority Shareholder) had purchased shares in Severstal such that as at December 31, 2010 he controlled indirectly 77.97% of Severstals share capital and had an option to purchase another 4.96 percent (at December 31, 2009 and 2008 he controlled, directly or indirectly, 82.37% of Severstals share capital)
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Overview
The Audit Committee: evaluates candidates put forward as the companys external auditors, developing recommendations for the Board regarding the selection of the external auditors develops recommendations for the Board of Directors regarding external auditors fees supervises the scope and results of the auditors work (including the evaluation of the auditors opinion) and its efficiency and objectivity monitoring the independence of the external auditor, taking into account the applicable requirements of professional and regulatory bodies in Russia and the UK reviews the companys regular financial statements and analyses changes in accounting policies and practices, as well as material adjustments based on the audits findings analyses the companys annual report and any other published financial information before submission for approval to the Board of Directors and publication analyses official statements relating to the companys financial performance and reviews of any opinions concerning significant aspects of financial reporting monitors the effectiveness and efficiency of risk management, internal control and corporate governance systems monitors and controls the efficiency of the internal audit function develops and implements an ethical compliance policy for auditors supplying non-audit services, taking into account relevant ethical restrictions applicable to such activities and risk management, internal control and corporate governance systems analyses material changes to existing legislation that affects the companys financial statements, and any findings of supervisory authorities and court proceedings. The Audit Committee also prepares its own evaluation of the auditors opinion on financial statements and provides this evaluation to the Board of Directors and the Annual Shareholders General Meeting.
To ensure the companys financial and business operations are monitored efficiently, the company employs external auditors with no interests in the company verify and approve of the accounts. The Audit Committee monitors the auditors independence. The KPMG external auditor lead partner always participates in meetings of the Audit Committee, reviewing the companys quarterly and annual results. Audit Committee members regularly meet with the external auditor, without management, to discuss matters arising from the audit and review process. There were four of such meetings in 2010. The companys books and records are audited in compliance with the requirements of statutory law and International Standards on Auditing, issued by the International Auditing and Assurance Standards Board (IAASB), with respect to financial statements prepared under the International Financial Reporting Standards (IFRS). Such an audit takes place annually and, as of the first quarter of 2007, the companys interim condensed financial statements, prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting, are also reviewed in accordance with International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity.
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Overview
93
Contents
Independent Auditors Report 95 Consolidated income statements 96 Consolidated statements 97 of comprehensive income Consolidated statements 98 of financial position Consolidated statements 99 of cash flows Consolidated statements 100 of changes in equity Notes to the consolidated 101-171 financial statements 1. Operations 101 2. Basis for preparation of the 102 consolidated financial statements 3. Summary of the principal 106 accounting policies 4. Revenue 115 5. Staff costs 116 6. Net loss from 116 securities operations 7. Net other operating 117 (expenses)/income 8. Impairment of non-current assets 117 9. Net other non-operating 125 (expenses)/income 10. Taxation 126 11. Related party transactions 128 12. Related party balances 129 13. Cash and cash equivalents 130 14. Short-term bank deposits 130 15. Short-term financial investments 130 16. Trade accounts receivable 130 17. Inventories 130 18. Other current assets 131 19. Long-term financial investments 131 20. Investments in associates 132 and joint ventures 21. Property, plant and equipment 133 22. Intangible assets 135 23. Debt finance 136 24. Other current liabilities 138 25. Retirement benefit liabilities 138 26. Other non-current liabilities 140 27. Share capital 142 28. Discontinued operations 144 and assets held for sale 29. Subsidiaries, associates 146 and joint ventures 30. Segment information 156 31. Financial instruments 162 32. Commitments and 170 contingencies 33. Subsequent events 171
94
Overview
ZAO KPMG Telephone 10 Presnenskaya Naberezhnaya Fax Moscow, Russia 123317 Internet
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we comply with relevant ethical requirements and plan and perform the audits to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2010, 2009 and 2008, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.
ZAO KPMG 1 March 2011 ZAO KPMG, a company incorporated under the Laws of the Russian Federation, a subsidiary of KPMG Europe LLP, and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (KPMG International), a Swiss entity.
95
Revenue Revenue third parties Revenue related parties 13,510,930 62,335 9,540,775 53,118 9,593,893 2,384,130 (516,863) (791,505) (150,001) 13,298 (12,160) (30,058) (37,675) 859,166 (88,056) (31,790) 739,320 91,452 (478,453) (204,371) 147,948 (133,960) 15,888,278 177,481 16,065,759 5,523,199 (801,528) (995,732) (153,071) (2,687) (99,876) (43,511) 555,665 3,982,459 (531,975) 79,862 238,945 3,769,291 128,840 (397,915) (262,769) 3,237,447 (490,448) (685,073) 11
4 13,573,265
Cost of sales (9,110,216) (7,209,763) (10,542,560) Gross profit 4,463,049 General and administrative expenses (638,403) Distribution expenses (990,727) Other taxes and contributions (182,351) Share of associates profit/(loss) Net loss from securities operations Loss on disposal of property, plant and equipment and intangible assets Net other operating (expenses)/income Impairment of non-current assets Negative goodwill Net other non-operating (expenses)/income 7 8 29 9 19,401 6 (104,694) (46,748) (15,288) (81,123) (44,444) 103,396 62,687
Profit before financing and taxation 2,378,672 Interest income Interest expense (630,775) Foreign exchange difference Income tax expense Loss from discontinued operations Attributable to: shareholders of OAO Severstal (576,994) non-controlling interests Weighted average number of shares outstanding during the period (millions of shares) Basic and diluted (loss)/earnings per share (US dollars) Basic and diluted earnings per share continuing operations (US dollars) Basic and diluted loss per share discontinued operations (US dollars) 61,980 1,005.2 (0.57) 1.36 (1.93) Profit before income tax 1,913,980 10 (487,249) Profit from continuing operations 1,426,731
13,988 2,746,999
28 (1,941,745) (1,133,083)
(Loss)/profit for the year (515,014) (1,119,095) 2,061,926 (1,037,240) (81,855) 1,005.2 (1.03) 0.01 (1.04) 2,028,972 32,954 1,007.2 2.01 2.72 (0.71)
* These amounts reflect adjustments made in connection with the presentation of discontinued operations
These consolidated financial statements were approved by the Board of Directors on March 1, 2011.
The accompanying notes form an integral part of these consolidated financial statements.
96 Annual Report and Accounts 2010 Severstal
(Loss)/profit for the year (515,014) (1,119,095) 2,061,926 Other comprehensive loss Foreign exchange difference (242,832) (114,714) (1,097,365)
Governance
Changes in fair value of cash flow hedges Deferred tax on changes in fair value of cash flow hedges Changes in fair value of available-for-sale investments Deferred tax on changes in fair value of available-for-sale investments Fair value adjustment upon acquisition of subsidiary to previously held interest Other comprehensive loss for the year, net of tax Attributable to:
50,876 (7,626)
Financial Statements
(199,582)
(80,697) (1,071,729)
Total comprehensive (loss)/income for the year (714,596) (1,199,792) 990,197 shareholders of OAO Severstal (788,924) (1,158,706) 996,061 non-controlling interests 74,328 (41,086) (5,864)
Further Information
The accompanying notes form an integral part of these consolidated financial statements.
Severstal Annual Report and Accounts 2010 97
Assets Current assets: Cash and cash equivalents 13 2,012,662 2,853,376 2,652,888 Short-term bank deposits 14 12,690 95,533 818,545 Short-term financial investments 15 27,463 73,129 112,782 Trade accounts receivable 16 967,837 1,457,651 1,941,876 Accounts receivable from related parties 12 12,359 26,716 63,831 Restricted cash 41,313 Inventories 17 2,366,924 2,974,227 4,271,886 VAT recoverable 278,594 288,032 361,542 Income tax recoverable 39,578 106,019 172,947 Other current assets 18 298,070 285,453 279,707 Assets held for sale 28 3,509,882 24,415 8,872 Total current assets 9,567,372 8,184,551 10,684,876 Non-current assets: Long-term financial investments 19 205,232 128,616 70,342 Investments in associates and joint ventures 20 158,564 143,857 110,907 Property, plant and equipment 21 7,351,835 9,485,480 9,827,392 Intangible assets 22 1,799,776 1,369,204 1,510,658 Restricted cash 61,714 17,541 21,703 Deferred tax assets 10 101,406 239,835 246,541 Other non-current assets 82,620 74,802 41,507 Total non-current assets 9,761,147 11,459,335 11,829,050 Total assets 19,328,519 19,643,886 22,513,926 Liabilities and shareholders equity Current liabilities: Trade accounts payable 897,389 1,378,300 1,528,453 Accounts payable to related parties 12 16,717 16,656 71,960 Short-term debt finance 23 1,422,262 1,478,301 2,038,693 Income taxes payable 41,230 34,150 46,131 Other taxes and social security payable 156,078 209,084 213,315 Dividends payable 17,131 5,704 128,715 Other current liabilities 24 531,736 743,230 868,409 Liabilities related to assets held for sale 28 3,272,354 11,979 4 Total current liabilities 6,354,897 3,877,404 4,895,680 Non-current liabilities: Long- term debt finance Deferred tax liabilities Retirement benefit liabilities Other non-current liabilities 23 4,719,772 5,748,559 6,227,225 10 493,280 394,990 496,379 25 164,555 738,328 722,065 26 276,244 508,266 619,961
Total non-current liabilities 5,653,851 7,390,143 8,065,630 Equity: Share capital 27 3,311,288 3,311,288 3,311,288 Treasury shares (26,303) (26,303) (26,303) Additional capital 1,165,530 1,165,530 1,165,530 Foreign exchange differences (297,219) (52,478) 84,987 Retained earnings 2,780,190 3,436,270 4,488,396 Other reserves 76,411 43,600 27,601 Total equity attributable to shareholders of OAO Severstal 7,009,897 7,877,907 9,051,499 Non-controlling interests 309,874 498,432 501,117 Total equity 7,319,771 8,376,339 9,552,616 Total equity and liabilities 19,328,519 19,643,886 22,513,926 The accompanying notes form an integral part of these consolidated financial statements.
98 Annual Report and Accounts 2010 Severstal
Operating activities: Profit before financing and taxation 2,378,672 739,320 3,769,291 Adjustments to reconcile profit to cash generated from operations: Depreciation and amortization (Notes 21 and 22) 713,005 697,794 837,749 Impairment of non-current assets (Note 8) 81,123 88,056 531,975 Movements in provision for inventories, receivables and other provisions 13,897 (102,844) 222,592 Negative goodwill (79,862) Loss on disposal of property, plant and equipment and intangible assets 46,748 30,058 43,511 Gain on disposal of subsidiaries and associates (Note 29) (314,435) Loss on remeasurement and disposal of financial investments 104,694 12,160 99,876 Share of associates results less dividends from associates (7,701) (13,298) 2,687 Changes in operating assets and liabilities: Trade accounts receivable (150,061) 122,916 (277,421) Amounts receivable from related parties 14,505 28,966 (39,695) VAT recoverable (52,279) 65,907 (64,358) Inventories (501,323) 522,259 (558,184) Trade accounts payable 140,134 24,960 156,218 Amounts payable to related parties 197 (37,446) 11,781 Other taxes and social security payables 34,668 13,721 13,865 Other non-current liabilities 11,020 (199,281) (914) Assets held for sale (3,378) (422) 38,609 Net other changes in operating assets and liabilities (122,518) (62,041) 133,152 Cash generated from operations 2,701,403 1,930,785 4,526,437 Interest paid (excluding banking operations) (569,638) (489,996) (273,835) Income tax paid (325,955) (37,324) (1,035,281) Net cash from operating activities continuing operations 1,805,810 1,403,465 3,217,321 Net cash (used in)/from operating activities discontinued operations (546,636) 207,726 216,540 Net cash from operating activities 1,259,174 1,611,191 3,433,861 Investing activities: Additions to property, plant and equipment (1,118,968) (754,493) (1,649,968) Additions to intangible assets (132,138) (54,231) (70,296) Net (increase)/decrease in short-term bank deposits (46,661) 668,121 (259,880) Additions to financial investments and associates (1,359,140) (258,389) (878,471) Acquisition of entities under common control (41,363) Net cash outflow on acquisitions of subsidiaries (Note 29) (48,485) (3,068,693) Net cash inflow on disposals of subsidiaries (Note 29) 118,647 5,010 671,717 Proceeds from disposal of property, plant and equipment 7,914 30,070 41,978 Proceeds from disposal of financial investments 1,132,838 218,546 832,743 Interest received (excluding banking operations) 96,889 108,238 129,989 Cash used in investing activities continuing operations (1,349,104) (37,128) (4,292,244) Cash used in investing activities discontinued operations (150,162) (193,509) (340,281) Cash used in investing activities (1,499,266) (230,637) (4,632,525) Financing activities: Proceeds from debt finance 3,481,615 2,754,383 6,741,400 Acquisitions of non-controlling interests (455,089) (23,387) (178,225) Disposal of non-controlling interest 5,744 Repurchase of issued shares (591,834) Repayment of debt finance (3,283,340) (3,422,821) (2,930,687) Repayments under lease obligations (5,089) (7,720) (19,763) Dividends paid (130,068) (116,106) (1,346,535) Contributions of non-controlling interests 54,320 Dividend to the Majority shareholder paid by acquired entity under common control (34,036) Cash (used in)/from financing activities continuing operations (386,227) (761,331) 1,640,320 Cash from/(used in) financing activities discontinued operations 98,346 (420,509) 605,882 Cash (used in)/from financing activities (287,881) (1,181,840) 2,246,202 Effect of exchange rates on cash and cash equivalents (104,719) 1,774 (17,192) Net (decrease)/increase in cash and cash equivalents (632,692) 200,488 1,030,346 Less cash and cash equivalents of discontinued operations and assets held for sale at end of the period (208,022) Cash and cash equivalents at beginning of the year 2,853,376 2,652,888 1,622,542 Cash and cash equivalents at end of the year 2,012,662 2,853,376 2,652,888
* These amounts reflect adjustments made in connection with the presentation of discontinued operations
The accompanying notes form an integral part of these consolidated financial statements.
Severstal Annual Report and Accounts 2010 99
Total
Balances at December 31, 2007 Profit for the period Foreign exchange difference Changes in fair value of cash flow hedges Deferred tax on changes in fair value of cash flow hedges Changes in fair value of available-for-sale investments Deferred tax on changes in fair value of available-for-sale investments Fair value adjustment upon acquisition of subsidiary to previously held interest Total comprehensive income for the period Dividends Dividend to the Majority Shareholder paid by acquired entity under common control Repurchase of issued shares Effect of acquisitions and disposals without a change in control Effect of acquisitions and disposals with a change in control Balances at December 31, 2008 Loss for the period Foreign exchange difference Changes in fair value of cash flow hedges Deferred tax on changes in fair value of cash flow hedges Changes in fair value of available-for-sale investments Deferred tax on changes in fair value of available-for-sale investments Total comprehensive loss for the period Dividends Effect of acquisitions and disposals without a change in control Balances at December 31, 2009 Loss for the period Foreign exchange difference Changes in fair value of available-for-sale investments Deferred tax on changes in fair value of available-for-sale investments Total comprehensive loss for the period Dividends Effect of acquisitions and disposals without a change in control Effect of acquisitions and disposals with a change in control Balances at December 31, 2010
1,145,499 (1,060,512) (1,060,512) 84,987 (137,465) (137,465) (52,478) (244,741) (244,741) (297,219)
3,951,116 2,028,972 2,028,972 (1,378,510) (34,036) (79,146) 4,488,396 (1,037,240) (1,037,240) (14,886) 3,436,270 (576,994) (576,994) (140,963) 61,877 2,780,190
(8,864) 1,786 3,010 (1,351) 33,020 27,601 27,601 (2,283) 646 19,840 (2,204) 15,999 43,600 37,242 (4,431) 32,811 76,411
9,573,433 2,028,972 (1,060,512) (8,864) 1,786 3,010 (1,351) 33,020 996,061 (1,378,510) (34,036) (26,303) (79,146) 9,051,499 (1,037,240) (137,465) (2,283) 646 19,840 (2,204) (1,158,706) (14,886) 7,877,907 (576,994) (244,741) 37,242 (4,431) (788,924) (140,963) 61,877 7,009,897
500,353 32,954 (36,853) (4,564) 1,905 1,854 (1,160) (5,864) (8,126) (138,067) 152,821 501,117 (81,855) 22,751 (577) 163 20,626 (2,194) (41,086) (3,501) 41,902 498,432 61,980 1,909 13,634 (3,195) 74,328 (512,945) 250,059 309,874
10,073,786 2,061,926 (1,097,365) (13,428) 3,691 4,864 (2,511) 33,020 990,197 (1,386,636) (34,036) (26,303) (217,213) 152,821 9,552,616 (1,119,095) (114,714) (2,860) 809 40,466 (4,398) (1,199,792) (3,501) 27,016 8,376,339 (515,014) (242,832) 50,876 (7,626) (714,596) (140,963) (451,068) 250,059 7,319,771
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1. Operations
These consolidated financial statements of OAO Severstal and subsidiaries comprise the parent company, OAO Severstal (Severstal or the Parent Company) and its subsidiaries (collectively the Group) as listed in Note 29. Severstal began operations on August24, 1955 and completed the development of an integrated iron and steel mill in Cherepovets during February 1959 when the first steel was rolled. On September24, 1993, as a part of the Russian privatization program, Severstal was registered as a Joint Stock Company (OAO) and privatized. Through participating in Severstals privatization auctions and other purchases, Alexey Mordashov (the Majority Shareholder) had purchased shares in Severstal such that as at December 31, 2010 he controlled indirectly 77.97% of Severstals share capital and had an option to purchase another 4.96 percent (at December 31, 2009 and 2008 he controlled, directly or indirectly, 82.37% of Severstals share capital). Severstals global depositary receipts (GDRs) have been quoted on the London Stock Exchange since November 2006. Severstals shares are quoted on the Russian Trading System (RTS) and on the Moscow Interbank Currency Exchange (MICEX). Severstals registered office is located at UlMira30, Cherepovets, Russia. The Group comprises the following segments: Severstal Resource (formerly the Mining segment) this segment comprises two iron ore complexes, Karelsky Okatysh and Olkon in northwest Russia, and two coal mining complexes, Vorkutaugol in northwest Russia and PBS Coals Ltd, located in the USA, as well as gold mining assets in the eastern part of Russia, in Africa and in Kazakhstan. Russian Steel this segment consists primarily of the Groups steel production and high-grade automotive galvanizing facilities in Cherepovets; rolling mill 5000 in Kolpino; a large-diameter pipe mill in Izhora (previously reported within the former IPM segment); all in northwest Russia; metalware plants located in Russia, Ukraine and Italy (previously reported within the former Metalware segment); a ferrous scrap metal recycling business operating in northwest and central Russia, as well as various worldwide supporting functions for trading, maintenance and transportation. Severstal North America this segment includes an integrated iron and steel mill, Severstal Dearborn, in the Midwest region; a mini-mill, Severstal Columbus LLC, in the southeast of the USA. The Severstal North America segment also includes three integrated iron and steel mills: Sparrows Point, in the South Atlantic located on the East Coast of the USA, Severstal Wheeling, (formerly the Esmark group of companies) in the Midwest region of the USA, Severstal Warren Inc. (formerly WCI Steel Inc.) in the Midwest region of the USA and a coking coal production facility, Mountain State Carbon LLC, located on the border of the South and Midwest regions of the USA which are classified as held for sale and discontinued operations as at December 31, 2010 (Note 28). Lucchini (discontinued, Note 28) this segment includes two integrated steel producers in Italy, four electric furnace based steel plants in Franceand several processing plants and joint ventures in Italy. All Lucchini segment assets are combined into the Piombino and Ascometal business units based on geographical location (Italy and France respectively). Products of the segment include rails, wire rod, special and high quality bars and commercial slabs. The segment also includes a distribution network serving both business units from locationsprimarily in Western Europe and an engineering research center located in France. A segmental analysis of the consolidated statements of financial position and consolidated income statements is given in Note30.
Economic environment
A large part of the Group is based in the Russian Federation and is consequently exposed to the economic and political effects of the policies adopted by the Russian government. These conditions and future policy changes could affect the operations of the Group and the realization and settlement of its assets and liabilities. International sales of rolled steel from the Groups Russian operations have been the subject of several anti-dumping investigations. The Group has taken steps to address the concerns of such investigations and participates actively in their resolution. A brief description of protective measures effective at Severstals key export markets is given below: Exports of hot-rolled coils and thin sheets from Russia to the USA are subject to minimum prices issued quarterly by the US Department of Commerce andannual quotas. Exports of hot-rolled plates from Russia to the USA are subject to minimum prices established based on the producers actual cost and profit on the domestic market. Severstal is the firstandcurrently onlyRussian company, for which, since September 2005, the hot-rolled platesmarket is open.
101 Annual Report and Accounts 2010 Severstal
These consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
Basis of measurement
Financial Statements
The consolidated financial statements are prepared on the historic cost basis except for financial instruments at fair value through profit and loss and available-for-sale financial assets stated at fair value. The Groups statutory financial records are maintained in accordance with the legislative requirements of the countries in which the individual entities are located, which differ in certain respects from IFRS. The accounting policies applied in the preparation of these consolidated financial statements are set out in Note3.
Further Information
Useful lives of property, plant and equipment The Group assesses the remaining useful lives of items of property, plant and equipment at least at each financial year-end and, if expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. These estimates may have a material impact on the amount of the carrying values of property, plant and equipment and on depreciation expense for the period. Impairment of assets The Group reviews the carrying amount of its tangible and intangible assets to determine whether there is any indication that those assets are impaired. In making the assessments for impairment, assets that do not generate independent cash flows are allocated to an appropriate cash-generating unit. Subsequent changes to the cash generating unit allocation or to the timing of cash flows could impact the carrying value of the respective assets. Allowance for doubtful debts The Group makes allowance for doubtful receivables to account for estimated losses resulting from the inability of customers to make required payments. When evaluating the adequacy of an allowance for doubtful debts, management bases its estimates on the current overall economic conditions, the ageing of accounts receivable balances, historical write-off experience, customer creditworthiness and changes in payment terms. Changes in the economy, industry or specific customer conditions may require adjustments to the allowance for doubtful accounts recorded in the consolidated financial statements.
102
103
Governance
104
IAS 1 (Amended) Presentation of Financial Statements IAS 12 (Amended) Income taxes IAS 24 (Revised) Related party disclosure IAS 27 (Amended) Consolidated and Separate Financial Statements IAS 32 (Amended) Financial instruments: Presentation IAS 34 (Amended) Interim financial reporting IFRS 1 (Revised, amended) First-time Adoption of International Financial Reporting Standards
January 1, 2011 January 1, 2012 January 1, 2011 July 1, 2010 February 1, 2010 January 1, 2011
July 1, 2010, January 1, 2011 and July 1, 2011 July 1, 2010 January 1, 2013 January 1, 2011 January 1, 2011 January 1, 2011 and July 1, 2011
IFRS 3 (Amended) Business Combinations IFRS 7 (Amended) Financial instruments: disclosures IFRS 9 Financial instruments IFRIC 13 (Amended) Customer Loyalty Programmes IFRIC 14 (Amended) IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments July 1, 2010 The adoption of the pronouncements listed above is not expected to have a significant impact on the Groups consolidated financial statements in future periods except for those discussed below. IFRS 9 Financial Instruments will be effective for annual periods beginning on or after 1 January 2013. The new standard is to be issued in several phases and is intended to replace International Financial Reporting Standard IAS 39 Financial Instruments: Recognition and Measurement once the project is completed by the end of 2010. The first phase of IFRS 9 was finalised in October 2010 and relates to the recognition and measurement of financial assets and liabilities. The Group recognizes that the new standard introduces many changes to the accounting for financial instruments and is likely to have a significant impact on Groups consolidated financial statements. The impact of these changes will be analysed during the course of the project as further phases of the standard are issued. Revised IAS 24 Related party disclosure provides a revised definition of a related party which includes new relationships and will likely lead to the increased number of related parties of the Group. Revised IAS 24 becomes mandatory for the Groups 2011 annual consolidated financial statements and requires retrospective application.
Restatement
As discussed in Note 28, these consolidated financial statements have been adjusted for the effects of the discontinued operations. In order to conform to the current years presentation the following reclassifications to prior years were made for the current portion of retirement benefit liabilities (Note 25).
December 31, 2009 2008
(49,386) 49,386
(57,231) 57,231
105
a. Basis of consolidation
Subsidiaries Subsidiaries are those enterprises controlled, directly or indirectly, by the Parent Company. The financial statements of subsidiaries are included in these consolidated financial statements from the date that control effectively commences until the date that control effectively ceases. The non-controlling interests represent the non-controlling shareholders proportion of the net identifiable assets of the subsidiaries, including the non-controlling shareholders share of fair value adjustments on acquisitions. The non-controlling interests are presented in the statement of financial position within equity, separately from the parents shareholders equity. Intra-group balances and transactions, and any unrealized gains arising from intra-group transactions, are eliminated in preparing these consolidated financial statements; unrealized losses are also eliminated unless the transaction provides an evidence of impairment of the asset transferred. Acquisition of Subsidiaries The purchase method of accounting was used to account for the acquisition of subsidiaries by the Group. The initial accounting for a business combination involves identifying and determining the fair values to be assigned to the acquirees identifiable assets, liabilities and contingent liabilities and the cost of acquisition. If the initial accounting for a business combination is incomplete by the end of the period in which the combination is effected, the Group accounts for the combination using the provisional values for the items for which the accounting is incomplete. The Group recognizes any adjustments to those provisional values as a result of completing the initial accounting within twelve months from the acquisition date. As a result goodwill or negative goodwill is adjustedaccordingly. Comparative information for the periods before the completion of the initial accounting for the acquisition is presented as if the initial accounting had been completed at the acquisition date. Accounting for business combinations of entities under common control IFRS provides no guidance on accounting for business combinations of entities under common control. Management adopted the accounting policy for such transactions based on the relevant guidance of accounting principles generally accepted in the United States (US GAAP). Management believes that this approach and the accounting policy disclosed below are in compliance with IFRS. Acquisitions of controlling interests in companies that were previously under the control of the Majority Shareholder are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date on which control was obtained by the Majority Shareholder. The assets and liabilities acquired are recognized at their book values. The components of equity of the acquired companies are added to the same components within Group equity except that any share capital of the acquired companies is recorded as a part of additional capital. The cash consideration for such acquisitions is recognized as a liability to or a reduction of receivables from related parties, with a corresponding reduction in equity, from the date the acquired company is included in these consolidated financial statements until the cash consideration is paid. Parent Company shares issued in consideration for the acquired companies are recognized from the moment the acquired companies are included in these financial statements. No goodwill is recognized where the Group acquires additional interests in the acquired companies from the Majority shareholder. The difference between the share of net assets acquired and the cost of investment is recognized directly in equity. Business combination achieved in stages In a business combination achieved in stages, the Group remeasures its previously held equity interest in the associates or joint ventures at its acquisition date fair value and recognizes the resulting gain or loss, if any, in profit or loss. Investments in associates Associates are those enterprises in which the Group has significant influence, but does not have control over the financial and operatingpolicies.
106
107
Administration and other overhead costs are charged to the cost of exploration and evaluation assets only if directly related to an exploration and evaluation project. If a project does not prove viable, all irrecoverable exploration and evaluation expenditure associated with the project net of any related impairment allowances is written off to the income statement. The Group measures its exploration and evaluation assets at cost and classifies as tangible or intangible according to the nature of the assets acquired and applies the classification consistently. Exploration and evaluation assets considered to be tangible are recorded as a component of property, plant and equipment at cost less impairment charges. Otherwise, they are recorded as intangible assets, such as licenses. To the extent that tangible asset is consumed in developing an intangible asset, the amount reflecting that consumption is capitalized as a part of the cost of the intangible asset. As the asset is not available for use, it is not depreciated. All exploration and evaluation assets are monitored for indications ofimpairment. An exploration and evaluation asset is no longer classified as such when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable and the development of the deposit is sanctioned by management. The carrying amount of such exploration and evaluation asset is reclassified into development asset.
Further Information
d. Development expenditure
Development expenditure includes costs directly attributable to the construction of a mine and the related infrastructure and is accumulated separately for each area of interest. Development expenditure is capitalized and is recorded as a component of property, plant and equipment or intangible assets, as appropriate. No depreciation is charged on the development expenditure before the start of commercial production. To the extent that revenue arises from test production during the development stage, an amount is charged from development expenditure to the cost of sales so as to reflect a zero net gross margin.
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f. Lease
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the Group. All other leases are classified as operating leases. Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the income statement as a part of interest expense. The depreciation policy for depreciable leased assets is consistent with that for depreciable assets, which are owned. If there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is fully depreciated over the shorter of the lease term or its useful life. Operating lease payments are recognized as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The major components of the other intangible assets include capitalized favorable contracts and land lease rights. Amortization of intangible assets is included in the caption Cost of sales in the consolidated income statement.
h. Impairment of assets
The carrying amount of goodwill is tested for impairment annually. At each reporting date the Group assesses whether there is any indication of impairment of the Groups other assets. If any such indication exists, the assets recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Calculation of recoverable amount For financial assets carried at amortized cost, the amount of the impairment is the difference between the assets carrying amount and its recoverable amount that is the present value of estimated future cash flows, discounted at the financial assets original effective interest rate. For other assets the recoverable amount is the greater of the fair value less cost to sale and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of
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i. Inventories
Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads. Allowances are recorded against slow-moving and obsolete inventories.
j. Financial assets
Financial assets include cash and cash equivalents, investments, and loans and receivables. Cash and cash equivalents comprise cash balances, cash deposits and highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Financial assets are classified into the following specified categories: financial assets at fair value through profit or loss (FVTPL), held-to-maturity investments, available-for-sale (AFS) financial assets and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Effective interest method The effective interest method is a method of calculating the carrying value of a financial asset held at amortized cost and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period. Income is recognized on an effective interest basis for debt instruments other than those financial assets designated as at FVTPL. Financial assets at FVTPL Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is designated as at FVTPL. A financial asset is classified as held for trading if: it has been acquired principally for the purpose of selling in the near future; or it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking. A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if: such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or the financial asset forms part of a group of financial instruments, which are managed and performance is evaluated on a fair value basis, in accordance with the Groups documented risk management or investment strategy, and information about the grouping is provided internally on that basis.
110
k. Financial liabilities
Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities. Financial liabilities at FVTPL Financial liabilities are classified as at FVTPL where the financial liability is either held for trading or it is designated as at FVTPL. A financial liability is classified as held for trading if: it has been incurred principally for the purpose of repurchasing in the near future; or it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking. A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if: such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or the financial liability forms a part of a group of financial instruments, which are managed and where performance is evaluated on a fair value basis, in accordance with the Groups documented risk management or investment strategy, and information about the grouping is provided internally on that basis. Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability.
111
l. Hedging instruments
The Group holds cash flow hedging instruments in order to hedge the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction and which could affect profit or loss. Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized in other comprehensive income to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss that has been previously recognized in other comprehensive income remains in equity until the forecast transaction occurs. When the hedged item is a non-financial asset, the amount that has been recognized in other comprehensive income is transferred to the carrying amount of the asset when it is recognized. In other cases the amount recognized in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit orloss.
m. Dividends payable
Dividends are recognized as a liability in the period in which they are authorized by the shareholders.
o. Income tax
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items recognized in other comprehensive income, in which case it is recognized in other comprehensive income. Current tax expense is calculated by each entity on the pre-tax income determined in accordance with the tax law of the country, in which the entity is incorporated, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is calculated using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting and taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which these assets can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
112
p. Provisions
Employee benefits The Group pays retirement, healthcare and other long-term benefits to its employees. The Group has two types of retirement benefits: defined contribution plans and defined benefit plans. Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts in respect of those benefits. The Groups only obligation is to pay contributions as they fall due, including contributions to the Russian Federation State pension fund. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Defined benefit plans are post-employment benefits plans other than defined contribution plans. The calculation of the Groups net obligation in respect of defined retirement benefit plans is performed annually by management using the projected unit credit method. In accordance with this method, the Groups net obligation is calculated separately for each defined benefit plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to its present value and the fair value of any plan assets is deducted. The discount rate used is the yield at the reporting date on high quality corporate bonds for a respective country that have maturity dates approximating the terms of the Groups obligations. Any actuarial gain or loss arising from the calculation of the retirement benefit obligation is fully recognized in the current years income statement. Other long-term employee benefits include various compensations, non-monetary benefits and long-term incentive program. Decommissioning liability The Group has environmental liabilities related to restoration of soil and other related works, which are due upon the closures of certain of its production sites. Decommissioning liabilities are estimated case-by-case based on available information, taking into account applicable local legal requirements. The estimation is made using existing technology, at current prices, and discounted using a real discount rate. Future decommissioning costs, discounted to net present value, are capitalized and the corresponding decommissioning liability raised as soon as the constructive obligation to incur such costs arises. Future decommissioning costs are capitalized in property, plant and equipment and are depreciated over the life of the related asset. The unwinding of the decommissioning liability is included in the consolidated income statement as interest expense. Ongoing rehabilitation costs are expensed when incurred. Onerous contracts A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract. Other provisions Other provisions are recognized in the statement of financial position when the Group has a legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
q. Share capital
Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.
113
Financial Statements
s. Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. When goods are sold or services are rendered in exchange for dissimilar goods or services, the revenue is measured at the fair value of the goods or services received, adjusted by the amount of cash or cash equivalents transferred. When the fair value of the goods or services received cannot be measured reliably, the revenue is measured at the fair value of the goods or services given up, adjusted by the amount of any cash or cash equivalents transferred. Sale of goods Revenue from the sale of goods is recognized in the income statement when the significant risks and rewards of ownership have been transferred to the buyer; the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the entity; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognized by reference to the stage of completion of the contract.
Further Information
t. Interest income
Interest income is recognized in the income statement on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets net carrying amount.
u. Interest expense
Interest expense is recognized in the income statement as it accrues, taking into account the effective yield on the liability.
114
y. Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Groups other components. An operating segments operating results are reviewed regularly by the CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The reportable segments amounts in the disclosure are stated before the intersegment elimination and are measured on the same basis as those in the consolidated financial statements, except for non-monetary investments in subsidiaries reported within long-term financial investments, which are translated into the presentation currency at the historic exchange rate. Inter-segment pricing is determined on an arms length basis. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.
z. Government grants
Government grants are recognized when there is a reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant. Government grants related to assets are presented as a deduction from the cost of the asset.
4. Revenue
Revenue by product was as follows:
Year ended December 31, 2010 2009 2008
Hot-rolled strip and plate 3,964,534 2,741,271 5,165,788 Cold-rolled sheet 1,587,051 1,156,140 1,822,668 Galvanized and other metallic coated sheet 1,532,821 1,289,472 1,839,610 Large diameter pipes Metalware products 961,348 832,397 748,824 686,179 677,955 635,134 470,015 383,727 347,834 288,147 98,222 359,077 624,227 1,204,695 777,303 512,335 527,613 272,176 279,958 217,194 255,103 246,442 58,303 285,720 819,727 190,415 664,436 257,463 631,879 453,069 485,467 359,064 321,317 582,292
Gold Coal and coking coal concentrate Shipping and handling costs billed to customers Semi-finished products Long products Pellets and iron ore Others tubes and pipes, formed shapes
350,636 1,267,869
115
Russian Federation 6,203,214 3,955,877 8,878,900 North America 3,131,834 2,448,497 3,047,336 Europe 2,342,231 1,510,840 2,726,643 China and Central Asia South-East Asia The Middle East Central and South America 469,246 454,799 437,766 422,484 111,691 673,182 295,007 418,542 152,643 139,305 252,940 248,736 532,738
Financial Statements Governance
275,869 102,597
Africa
5. Staff costs
Employment costs were as follows:
Year ended December 31, 2010 2009 2008
Further Information
Wages and salaries (1,354,102) (1,236,493) (1,528,468) Social security costs (236,408) (205,479) (331,371) Retirement benefit (costs)/gains (10,661) 6,697 (14,646) (1,601,171) (1,435,275) (1,874,485) Actuarial losses recognized (14,886) (343) (7,496)
Staff costs (1,616,057) (1,435,618) (1,881,981) For the year ended December 31, 2010, key managements remuneration totalled US$ 52.8 million (2009: US$ 19.6 million; 2008: US$42.6 million).
Profit on disposal Remeasurement to fair value Held-to-maturity securities, deposits and loans Loss on disposal Discounting Available-for-sale securities Net (loss)/gain on disposal transferred from equity Dividends received Fair value adjustment of previously held interest upon acquisition of subsidiary
481 (13,982)
742
3,037
(8,420) (106,058) (3,924) (2,701) 2,143 (12,160) (2,359) 1,606 3,898 (99,876)
(104,694)
116
(15,288) (15,288)
(37,675) (37,675)
In January 2008, an explosion occurred on one of Severstal Dearborns furnaces, blast furnace B. Following the accident, Severstal Dearborn ceased blast furnace B operation. Severstal Dearborn is insured against property damage and business interruption with a combined gross coverage of US$ 500.0 million, subject to customary deductibles. The business interruption insurance covers fixed costs and loss of profits. The entire amount of the insurance coverage of US$ 430.0 million was received in 2008. In February 2008, a long term electricity supply contract between Severstal Dearborn and Dearborn Industrial Generation (DIG) was terminated with a lump sum payment from DIG to compensate Severstal Dearborn for the differential between the contract price and the price Severstal Dearborn will have to pay another electricity supplier for the duration of the original contract. This lump sum payment amounted to US$ 177.0 million. Insurance proceeds and gain on termination of supply contract relate to Severstal North America segment.
Impairment of property, plant and equipment Impairment of intangible assets (Note 22) Impairment of goodwill (Note 22)
(88,056) (531,975)
For the purpose of impairment testing, the recoverable amount of each cash-generating unit has been determined based on value in use calculations. The value in use calculation uses cash flow projections based on actual operating results and the business plan approved by management and a corresponding discount rate which reflects the time value of money and risks associated with each individual cash generating unit. Key assumptions management used in their value in use calculations are as follows: For all cash generating units, apart from the Severstal Resource segment, cash flow projections cover a period of five years. Cash flows beyond the five-year period have been extrapolated taking into account business cycles. Cash flow projections for cash generating units of the Severstal Resource segment cover a period which corresponds to the contractual time of the respective mining licenses. Cash flow projections were prepared in nominal terms for all cash generating units, apart from Neryungri Metallic and Mine Aprelkovo, Celtic Resources Holdings Ltd. and Crew Gold Corporation where cash flow projections have been prepared based on real terms. Cash flow projections during the forecast period are based on long-term price trends for both sales prices and material costs specific for each segment and geographic region and operating cost inflation in line with consumer price inflation for each country. Consumer price inflation expectations (in local currency) during the forecast period are as follows in percentage terms:
Year ended December 31, 2010 2009 2008
6.2 8.2 1.4 2.8 0.9 1.6 6.5 8.3 n/a n/a
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Severstal Resource: Russia* Kazakhstan* Guinea* USA Russian Steel: Russia* Italy* 13.3 16.9 15.6 20.1 22.5 17.0 10.5 9.0 16.0 18.7 18.0 16.4 18.5 21.4 17.0 n/a 16.5 23.6 n/a 16.4
Financial Statements
Further Information
Values assigned to key assumptions and estimates used to measure the units recoverable amount are consistent with external sources of information and historic data for each cash-generating unit. Management believes that the values assigned to the key assumptions and estimates represent the most realistic assessment of future trends.
Vorkutaugol 2008 An impairment loss was recognized in 2008 in the amount of US$ 128.8 million and was allocated to property, plant and equipment. The following specific assumptions were used in the impairment test: the forecast extraction volumes grow on average at 5% p.a. during the five year period ending 2013 and remain constant thereafter; the forecast has the following growth rates for coking coal prices: an average decline of 16% p.a. in 2009 to 2011; an average growth of 29% p.a. during the next two years and constant at 80% of 2013 prices thereafter; the forecast has the following growth rates for steam coal prices: an average decline of 16% p.a. in 2009 to 2010; an average growth of 10% p.a. during the next three years and constant at 89% of 2013 prices thereafter; operating costs are forecast to decrease by 27% in 2009 compared to 2008 and then increase on average by 9% p.a. during the next four years; thereafter costs remain constant at the 2013 level; pre-tax discount rate of 18.5% (in US$ terms). The above estimates are particularly sensitive in the following areas: a 1% increase in discount rate increases the impairment loss by US$ 21.3 million; a 10% decrease in future planned revenues increases the impairment loss by US$ 341.8 million. 2009 An impairment loss was recognized in 2009 in the amount of US$ 3.7 million in relation to specific items of property, plant and equipment. PBS Coals limited 2008 An impairment loss was recognized in 2008 in the amount of US$ 361.1 million and was allocated fully to goodwill. The carrying amount of goodwill allocated to the cash generating unit before the impairment loss was US$ 477.2 million as of December31, 2008.
118
121
122
Neva-Metall 2008 An impairment loss was recognized in 2008 in the amount of US$ 29.0 million and was allocated fully to goodwill. The carrying amount of goodwill allocated to the cash generating unit before the impairment loss was US$ 40.0 million as of December31,2008. The following specific assumptions were used in the impairment test: cash flow projections are based on financial forecasts approved by management covering a four year period; volumes are assumed to be constant during the forecast period and thereafter; the forecast sales prices increase by 1% in 2009, increase by 7% p.a. in 2010 to 2012 and remain constant at the 2012 level thereafter; operating costs are forecast to increase on average by 11% p.a. in 2009 to 2012 and remain constant at the 2012 level thereafter; pre-tax discount rate of 22.1% (in US$ terms).
The above estimates are particularly sensitive in the following areas: a 1% increase in discount rate increases the impairment loss by US$ 3.0 million; a 10% decrease in future planned revenues increases the impairment loss by US$ 17.0 million. 2009 As a result of value in use calculation no impairment loss was recognized in 2009. 2010 As a result of value in use calculation no impairment loss was recognized in 2010. The carrying amount of goodwill allocated to cash generating unit was US$ 10.6 million as of December 31, 2010. The following specific assumptions were used in the impairment test: cash flow projections are based on financial forecasts approved by management covering a five year period; volumes are assumed to increase on average by 10% p.a. during the forecast period and remain constant at the 2015 level thereafter; the forecast sales prices increase by 8% in 2011, increase on average by 5% p.a. in 2012 to 2015 and increase on average by 1.8% p.a. thereafter; operating costs are forecast to increase by 19% in 2011, increase on average by 5% in 2012 to 2015 and increase on average by 1.8% p.a. thereafter; pre-tax discount rate of 13.3% (in US$ terms). Redaeli Techna S.p.A. 2008 As a result of value in use calculation no impairment loss was recognized in 2008. The carrying amount of goodwill allocated to the cash generating unit was US$ 36.6 million. The following specific assumptions were used in the impairment test: sales volumes are assumed to be stable during the forecast period and thereafter, except for 2010 where an increase of 3% is assumed; forecasted sales prices decrease by 22% in 2009 and then increase by 5% p.a. in 2009 to 2013; thereafter prices remain constant at the 2013 level; operating costs are forecast to increase on average by 7% p.a. in the forecast period and remain constant at the 2013 level thereafter; pre-tax discount rate of 10.5% (in US$ terms).
123
124
Social expenditure Charitable donations Depreciation of infrastructure assets Gain on disposal of subsidiaries and associates (Note 29) Other
125
10. Taxation
The following is an analysis of the income tax expense:
Year ended December 31, 2010 2009 2008
Current tax charge (419,610) (109,612) (925,135) Corrections to prior years current tax charge Deferred tax (expense)/benefit Effect of change in statutory tax rate 21,094 (88,733) 9,367 (33,715) 1,289 387,121 46,277
Governance
Income tax expense (487,249) (133,960) (490,448) In 2008, the Russian Government enacted a change in the Russian statutory tax rate from 24% to 20%. The new rate became effective beginning January 1, 2009. The following table is a reconciliation of the reported net income tax expense and the amount calculated by applying the Russian statutory tax rate of 20% (24%: 2008) to reported profit before income tax.
Year ended December 31, 2010 2009 2008
Profit before income tax 1,913,980 Tax charge at Russian statutory rate (382,796) Profits taxed at different rates Corrections to prior years current tax charge Non-tax deductible expenses, net Tax-loss carry forwards expired Reassessment of deferred tax liabilities Effect of change in statutory tax rate 90,363 21,094 (60,362) (4,687)
147,948 3,237,447 (29,590) (776,987) 308,788 9,367 (28,077) (10,662) 57 273,498 1,289 (48,416) (4,477) 18,368 46,277
Income tax expense (487,249) (133,960) (490,448) The composition of the net deferred tax liability based on the temporary differences arising between the fiscal and reporting balance sheets of the consolidated companies, is given below:
Year ended December 31, 2010 2009 2008
Deferred tax assets: Tax-loss carry forwards Intangible assets 279,670 38,077 495 29,965 18,683 68,955 37,705 112,988 426,618 23,368 12,401 54,268 26,306 372,907 28,292 165,234 317,872 55,284 15,515 82,644 28,271 349,782 53,387 88,907 991,662 246,541 Property, plant and equipment Inventory Accounts receivable Provisions Other Gross deferred tax assets Financial investments
Less offsetting with deferred tax liabilities (485,132) (869,559) (745,121) Recognized deferred tax assets
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Deferred tax liabilities: Property, plant and equipment (560,735) (756,112) (680,148) Provisions Inventory Investments in joint ventures Accounts receivable Financial liabilities Other Less offsetting with deferred tax assets (3,570) (23,177) (38,164) (62) (24,875) (5,166) 485,132 (4,635) (1,560) Intangible assets (322,663) (239,353) (288,120) (97,032) (103,213) (75,096) (19,050) (73,271) 869,559 (79,714) (275) (43,669) (44,801) 745,121
Gross deferred tax liabilities (978,412) (1,264,549) (1,241,500) Recognized deferred tax liabilities (493,280) (394,990) (496,379) Net deferred tax liability (391,874) (155,155) (249,838) The movement in the net deferred tax liability is as follows:
Year ended December 31, 2010 2009 2008
Opening balance (155,155) (249,838) (445,224) Recognized in income statement Recognized in other comprehensive income Business combinations Reclassified to liabilities related to assets held for sale Foreign exchange difference (84,020) (7,626) (93,637) (51,690) 254 78,623 (3,589) 19,649 470,895 1,180 (350,789) 74,100
Closing balance (391,874) (155,155) (249,838) The Group has not recognized cumulative tax-loss carry forwards in the following amounts and with the following expiry dates (stated in millions of US dollars):
Year ended December 31, 2010 2009 2008
In the following year Between one and five years Between five and ten years Between ten and twenty years No expiry
Taxable differences, related to investments in subsidiaries where the Group is able to control the timing of the reversal and it is probable that the temporary difference will not reverse in the foreseeable future, amounted to US$ 4,603.4 million at December 31, 2010 (December 31, 2009: US$ 4,139.0 million; December 31, 2008: US$ 4,201.3 million).
127
Sales to associates Sales to joint ventures Sales to other related parties Interest income Purchases from related parties: Purchases from associates: Non-capital expenditures Purchases from joint ventures: Non-capital expenditures Purchases from other related parties: Non-capital expenditures Capital expenditures Interest expense
10,420
Governance
Financial Statements
Further Information
128
2010
Long-term loans Short-term trade accounts payable Associates balances Short-term trade accounts receivable Long-term loans Short-term trade accounts payable Other related party balances Cash and cash equivalents at related party bank and pension fund Short-term deposits with related party bank and pension fund Accounts receivable from other related parties: Trade accounts receivable Advances paid Other receivables Short-term loans Short-term promissory notes Long-term loans Held-to-maturity securities and deposits Available-for-sale securities Short-term trade accounts payable to other related parties: Trade accounts payable Advances received Short-term payables for acquisition of subsidiaries Other accounts payable Debt financing includes the following balances with other related parties: Short-term debt financing Long-term debt financing
34,792 7,959
6,136
5,267
21,804
3,886
346,868 12,627 2,603 5,870 840 487 4,146 7,653 21,599 556 1,692 2,248 4,315 4,315
335,539 26,803 12,560 10,606 3,550 12,697 4,940 3,563 47,916 7,972 600 1,948 10,520 1,324 20 1,344
322,865 115,488 27,796 4,812 31,223 2,952 18,951 15,269 1,485 102,488 38,644 1,353 10,211 16,485 66,693 32,186 1,675 33,861
The amounts outstanding are expected to be settled in cash. The Group did not hold any collateral for amounts owed by related parties. Loans given to related parties were provided at interest rates ranging from nil to 15% per annum, and were given to finance working capital and investments.
129
2010
412
386
552
Governance
Cash at bank 1,043,239 1,840,855 2,163,535 969,011 1,012,135 488,801 2,012,662 2,853,376 2,652,888
Further Information
2010
Promissory notes and bonds Quoted equity securities Loans Available-for-sale securities Held-to-maturity securities
2010
Customers 1,033,179 1,540,787 2,032,399 Allowance for doubtful debts (65,342) (83,136) (90,523) 967,837 1,457,651 1,941,876
17. Inventories
2010
Raw materials and supplies 1,157,403 1,472,724 2,377,183 Work-in-progress Finished goods 517,743 691,778 540,942 731,591 960,561 1,163,112
2,366,924 2,974,227 4,271,886 Of the above amounts US$ 709.3 million (December 31, 2009: US$ 434.3 million, December 31, 2008: US$ 1,987.4 million) are stated at net realizable value. During the year ended December 31, 2010, the Group recognized a US$ 44.8 million release and a US$ 42.5 million allowance to reduce the carrying amount to a net realizable value (December 31, 2009: US$ 136.4 million and US$ 8.2 million, respectively; December 31, 2008: US$ 25.0 million and US$ $ 204.9 million, respectively).
130
2010
Advances paid and prepayments Other taxes and social security prepaid Other assets
131
Governance
Associates Air Liquide Severstal Intex Resources ASA Iron Mineral Beneficiation Services (Proprietary) Ltd Other Joint ventures Spartan Steel Coating LLC Ohio Coatings Company OOO Gestamp-Severstal-Kaluga Double Eagle Steel Coating Company LLC Gestamp Severstal Vsevolozhsk Severstal-Gonvarri-Kaluga LLC Prognoz Serebro LLC Bethlehem Roll Technologies, LLC Todlem S.L. The following is summarized financial information in respect of associates and joint ventures:
2010 December 31, 2009 2008
13,829 2,164
10,096 2,219
Financial Statements
Further Information
159,396 14,273
274,673 20,982
305,991 21,512
132
Cost: December 31, 2007 2,499,880 7,485,450 Reclassifications Additions Business combinations Disposals Business de-combinations Reclassified to assets held for sale Transfer to other assets Transfers Foreign exchange difference Reclassifications Additions Offsetting with government grant Disposals Reclassified to assets held for sale Reclassified from assets held for sale Transfer to other assets Transfers Foreign exchange difference Reclassifications Additions Business combinations Disposals Business de-combinations Reclassified to assets held for sale Transfers from/(to) other assets Transfers Foreign exchange difference (3,513) (27,901) 350,662 23,677 75,259 (9,353) (344) (9) 95,916 (67,424) 468,384 17,917 (16,137) 57,128 (8,314) 518,978 (174,436) 2,804 (5,833) 109,411 1,031,787 11,477,190 7,737 141 (1,355) (336) 2,057,876 2,057,876 78,561 2,668,092 (28,490) (209,427) (2,178) (15) (22,343) (11,741) (3,000) (22,343)
7,766 (1,298,076)
(345,503) (913,674) (1,902) (29,717) (20,566) 164,600 (41,591) (8,592) 2,976 571,352
(19,553) (157,064) (1,503,218) 103,811 1,660,058 14,453,429 742 (12,880) 17,295 (2,184) (811) (5,071) 24,834 904,775 (16,401) (810,375) 904,775 (29,717) (29,158) 2,976 (16,401)
(37,954) (125,201)
(17,865) (210,037)
(43,523) (100,916) (18,926) 5,373 (20,215) (22,409) 128,063 162,663 141,435 (99,457)
(42,310) 368,943 15,511 27,821 (1,248) 280,809 5,874 (998) (26,706) (530,701)
(47,894) (133,004)
(16,786) (199,930)
Of the above amounts of additions to construction-in-progress US$ 42.3 million (2009: US$23.6 million, 2008: US$ 11.6 million) is interestcapitalized.
133
Depreciation and impairment: December 31, 2007 Reclassifications Depreciation expense Disposals Business de-combinations Reclassified to assets held for sale Transfers Impairment of assets Foreign exchange difference December 31, 2008 Reclassifications Depreciation expense Disposals Reclassified to assets held for sale Transfers Impairment of assets Foreign exchange difference December 31, 2009 Reclassifications Depreciation expense Disposals Reclassified to assets held for sale Business de-combinations Transfers Impairment/(reversal of impairment) of assets Foreign exchange difference December 31, 2010 Net book values: December 31, 2008 2,041,438 5,920,512 December 31, 2009 1,921,648 5,631,233 December 31, 2010 1,403,489 3,736,220 273,430 257,098 114,479 32,940 1,559,072 9,827,392 43,472 1,632,029 9,485,480 42,410 2,055,237 7,351,835 562,935 2,317,244 8,411 163,024 (21) (1,497) 146,625 (20,891) 805,799 (95,570) (1,768) (1,096) (10) 876,020 144,963 10,163 62,193 (5,866) (341) (9) (1) 11,914 (28,062) 194,954 7,117 73,352 (12,476) 199 837 (2,103) 261,880 (79,064) 56,998 (4,281) 140 33,307 (2,057) 166,330 73,334 2,317 4,293 (570) (436) 1,941 3,702 (13,710) 70,871 268 2,496 (8,516) 119 469 (2,395) 63,312 (1,141) 1,783 (1,887) (51) 81 (22) 1,121 63,196 89,598 3,188,074
Governance
Financial Statements
40,863 1,079,124 (11,548) (553,299) 100,986 4,626,037 (9,323) 28,562 (2,877) 841,740 (19,828) 176,243 (57,444) 760,441
(110,021) (389,958) 769,456 3,489,770 50 108,753 (18,050) (14,150) 1,510 89,019 (16,404) 6,740 96,725 (9,369) (15,949) 1,488 5,298 (11,710) (7,435) 657,139 (87,905) (5,678) 7,495 57,356 (33,665) 73,465 604,935 (74,230) (32,337) 3,725 (14,494) (62,560)
Further Information
(11,585) (138,532)
920,184 4,077,077
105,763 5,428,216
(11,337) (101,104) (33,411) (1,961,957) (5,434) 17,310 (1,527) (48,286) 41,399 (76,733)
768,384 2,972,702
71,364 4,041,976
Other productive assets include transmission equipment, transportation equipment and tools.
134
Total
December 31, 2007 Additions Business combinations Disposals Business de-combinations Foreign exchange difference December 31, 2008 Additions Disposals Foreign exchange difference December 31, 2009 Additions Business combinations Transfers from other assets Disposals Business de-combinations Reclass to assets held for sale Foreign exchange difference December 31, 2010 Amortization and impairment: December 31, 2007 Amortization expense Impairment Disposals Foreign exchange difference December 31, 2008 Amortization expense Impairment Disposals Foreign exchange difference December 31, 2009 Amortization expense Impairment Disposals Business de-combinations Reclass to assets held for sale Foreign exchange difference December 31, 2010 Net book values: December 31, 2008 December 31, 2009 December 31, 2010
156,946 588,351 (3,621) (20,747) 720,929 (17,790) 703,139 50,763 (70,943) (3,516)
252,480 3,005 418,935 (168) (4,809) 669,443 4,326 (407) (30,936) 642,426 4,753 476,754 (19,985) (7,440)
36,747 28,058 604 (1,014) (1,580) 62,815 28,530 312 91,657 33,075 7,422 (45,210) (384) 86,560 4,941 5,905 (367) (489) 9,990 8,849 228 19,067 7,143 (10,328) (215) 15,667 52,825 72,590 70,893
168,921 33,650 113,853 (121) (30,502) 285,801 36,485 (3,630) (9,712) 308,944 65,372 (2,135) 372,181 140 842 (29) 3 956 285,801 308,944 371,225
84,425 28,149 (13,270) (12,754) 3,567 (979) 2,936 33,336 903 (3,404) (13,676) (193)
699,519 92,862 (14,573) (3,621) (70,392) 72,908 (5,016) (55,190) 136,536 527,517 8,325 (23,389) (13,676) (13,668)
206,844 1,328,587
293,394 2,032,382
298,918 2,045,084
(118,435) (234,588) 197,449 2,432,141 6,065 17,343 (981) (801) 21,626 62,410 42,776 (113) 5 126,704 24,358 26,204 (4) (13,044) (577) 106,348 12,452 52,112 461,139 (1,520) (2,459) 521,724 115,424 42,776 (113) (3,931) 675,880 85,561 27,046 (2,345) (13,044) (2,169) 632,365
679,443 1,096,508 24 461,139 (4) 461,159 (848) 460,311 (70,943) (1,043) 388,325 259,770 242,828 291,118 1,422 28,864 (172) (1,165) 28,949 44,165 (3,316) 69,798 53,920 (2,312) (337) 121,069 640,494 572,628 975,439
(57,293) (138,564)
135
2010
Eurobonds 2009 Eurobonds 2013 Eurobonds 2014 Eurobonds 2017 Ruble bonds 2011 Ruble bonds 2013 Severstal Columbus bonds Other issued notes and bonds
325,000
Governance
1,000,000
Bank financing 2,474,183 4,960,512 5,957,041 Factoring of receivables Other financing Accrued interest
Further Information
(81,562) (113,768)
6,142,034 7,226,860 8,265,918 Total debt is denominated in the following currencies: US Dollars 4,188,186 4,389,704 4,967,699 Euro Other currencies 827,305 2,152,251 2,616,523 669,616 15,289 653,339 28,357 34,000 Rubles 1,092,543
6,142,034 7,226,860 8,265,918 Total debt is contractually repayable after the balance sheet date as follows: Less than one year 1,422,262 1,478,301 2,038,693 Between one and five years 3,093,679 5,602,895 5,342,449 After more than five years 1,626,093 145,664 884,776 6,142,034 7,226,860 8,265,918
Bonds issued
In April 2004, Citigroup Germany, a non-related party, issued US dollar-denominated loan participation notes in an aggregate principal amount of US$375.0 million for the sole purpose of financing a loan facility between the Group and Citigroup Germany. The loan is due in April 2014 and bears interest at an annual rate of 9.25% payable semi-annually in April and in October each year. As at December 31, 2010 the amount outstanding under this facility was US$ 375.0 million. In July 2008, the Group issued US$1,250.0 million US dollardenominated bonds maturing in 2013. Bonds bear an interest rate of 9.75% per annum which is payable semi-annually in January and July each year. As at December 31, 2010 the amount outstanding under the facility was US$ 543.6 million. In September 2009, the Group issued US$ 494.0 million bonds denominated in rubles maturing in three years with an option for early redemption, exercisable by the bondholders after two years. Bonds bear an interest rate of 14% per annum, which is payable semiannually in March and September each year. As at December 31, 2010 the amount outstanding under this facility was US$ 492.2 million. In February 2010, the Groups subsidiary Severstal Columbus issued US dollar-denominated bonds in an aggregate principal amount of US$525.0 million maturing in 2018. These bonds bear an interest rate of 10.25% per annum, which is payable semi-annually in Februaryand August each year, beginning in August 2010. As at December 31, 2010 the amount outstanding under this facility was US$525.0 million.
136
Bank financing
In December 2007 the Group entered into a syndicated facility with the European Bank for Reconstruction and Development (EBRD) (subsequently amended in March 2008), for a maximum principal amount of 600.0 million. The facility expires in 2017 with the outstanding principal amount being amortized from 2009 until the expiration date and bear interest at EURIBOR six month plus 2.0-2.2%. As at December 31, 2010 the amount outstanding under this facility was US$618.4 million. In September 2008, the Group entered into a PXF syndicated facility with mandated lead arrangers for a maximum principal amount of US$2,500.0 million maturing in 2013, with the outstanding amount being amortized from 2010 until the expiration date and bearing interest at LIBOR three month plus 2.35%. As at December 31, 2010 the amount outstanding under this facility was US$880.0 million. Debt finance arising from banks and unused long term credit lines are secured by the following charges: US$ 2,255.0 million (December 31, 2009: US$ 2,081.0million; December 31, 2008: US$2,837.0 million) of the net book value of plant and equipment; US$ 892.3 million (December 31, 2009: US$ 1,267.0million; December 31, 2008: US$2,303.6 million) of current assets and revenues from export contracts; US$ 112.0 million (December 31, 2009: US$ 59.3 million; December 31, 2008: US$ nil) of investments to available-for-sale securities; all Groups ownership in Societe Des Mines de Taparko and Guinor Gold Corporation, 50% of Groups ownership in Mountain State Carbon, the Groups subsidiaries, and investments in Spartan Steel Coating LLC and Double Eagle Steel Coating Company, the Groups joint ventures, at December 31, 2010; all Groups ownership in Berezitovy Rudnik LLC, Societe Des Mines de Taparko, 99.56% of Groups ownership in OJSC Buryatzoloto, 50% of Groups ownership in Mountain State Carbon, the Groups subsidiaries, and investments in Spartan Steel Coating LLC and Double Eagle Steel Coating Company, the Groups joint ventures, at December 31, 2009; all Groups ownership in Berezitovy Rudnik LLC, Societe Des Mines de Taparko, 99.56% of Groups ownership in OJSC Buryatzoloto, 50% of Groups ownership in Mountain State Carbon and 50% ownership in IPM, the Groups subsidiaries, and investments in other associates and joint ventures in the Severstal North America segment at December 31, 2008. A part of the Groups debt financing is subject to certain covenants. The Group complied with all debt covenants, including equity ratios, during the years ended December 31, 2010, 2009 and 2008. At the reporting date the Group had US$350.0 million (December 31, 2009: US$ 537.0million; December 31, 2008: US$950.6 million) of unused long-term credit lines available to it.
137
2010
Advances received Amounts payable to employees Accrued expenses Retirement benefit liability (Note 25) Lease liabilities Derivative financial liabilities Provisions (Note 26) Deferred income Decommissioning liability (Note 26) Onerous contracts Payable for acquisition of subsidiaries and other payables
172,855 273,832 31,778 49,386 12,896 22,448 101,919 5,227 17,123 20,415 35,351 743,230
105,611 396,578
Governance
63,718 57,231 23,280 19,110 80,918 3,321 5,308 71,509 41,825 868,409
Current portion Non-current portion Total The following assumptions have been used to calculate the retirement benefit liability:
2010
Discount rates: Russia USA UK Italy and France Future rates of benefit increase: Russia 5.2% to 6.3% 6.6% to 7.4% Fixed at 0% or 3.5% to 10.0% 2.7% 2.5% 6.3% to 8.2% Fixed at 0% or 4.0% to 10.0% 2.7% 3.0% to 6.0% USA Fixed at 0% UK Italy and France 7.3 to 7.8% 4.75% 8.5% to 8.7% 5.3% to 6.1% 5.7% 4.7% 8.5% to 10.6% 5.3% to 6.5% 6.7% 4.4% to 5.3%
138
Present value of the defined benefit obligation Fair value of the plan assets Retirement benefit liability The movements in the defined benefit obligation are as follows:
987,418 779,296
495,713 387,398
549,009 442,954
Opening balance 1,008,654 Business combinations Benefits paid Interest cost Curtailment Service cost Actuarial loss Foreign exchange difference Closing balance The movements in the plan assets are as follows:
237,109 1,008,654
Reclassified to assets held for sale (162,163) Benefits paid Return on assets Actuarial loss Foreign exchange difference Closing balance The defined benefit obligation analysis is as follows:
2010
Wholly unfunded
143,724 93,385
361,101 647,553
237,109 1,008,654
139
Equity instruments Deposits Shares in mutual funds Cash Government bonds Corporate bonds Other investments Total The Groups best estimate of contributions expected to be paid to the plan in 2011 is US$ 21.7 million.
19,027 208,122
The overall expected rate of return on pension plan assets is calculated based on the expected long-term investment returns for each category of assets that forms the portfolio. The assessment of expected returns is based on historical returns and predictions of the market for each category of assets in the portfolio in the next twelve months. Expected and actual rates of return on plan assets is presented in the table below:
2010 Actual Expected |||| 2009 Actual Expected || 2008 Actual Expected
Further Information
Russia USA UK
4.0%
4.0%
The retirement benefit expenses recognized in the income statement are contained in the caption: Cost of sales, General and administrative expenses allocated proportionally to related salary expenses, except for the interest cost, which is recognized in the caption Interest expense.
2010
Decommissioning liability Amounts payable to employees Provisions Derivative financial liabilities Lease liabilities Deferred income Restructured tax liabilities Other liabilities
140
Severstal Resource: Russia Kazakhstan USA Burkina Faso Guinea Severstal North America The movements in the decommissioning liability are as follows:
Year ended December 31, 2010 2009 2008
Opening balance Additional accrual Change in assumptions Interest cost Business combinations Usage of decommissioning liability Foreign exchange difference Closing balance
2010
2009
2008
181,989 181,989
141
Environmental claims Restructuring Social security claims Other employee related Legal claims Other
2010
2009
2008
Further Information
These provisions represent managements best estimate of the potential losses arising in these cases, calculated based on available information and appropriate assumptions used. The actual outcome of those cases is currently uncertain and might differ from the recorded provisions. The movements in the provisions are as follows:
Year ended December 31, 2010 2009 2008
Opening balance Charge to the income statement Business combinations Usage of provisions Foreign exchange difference Closing balance
142
Share capital at December 31, 2008 1,007,701 3,311,288 Share capital at December 31, 2009 1,007,701 3,311,288 Share capital at December 31, 2010 1,007,701 3,311,288 All shares carry equal voting and distribution rights. During 2008, the Parent Company repurchased 2,499 thousand of issued shares for a total consideration of US$ 26.3 million.
Capital management
The Groups policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. This policy includes compliance with certain externally imposed minimum capital requirements. The Groups management constantly monitors profitability and leverage ratios and compliance with the minimum capital requirements. The Group uses the return on assets ratio which is defined as profit from operations divided by total assets (averaged over the measurement period) and the leverage ratio calculated as net debt, comprising of long-term and short-term indebtedness less cash, cash equivalents and short-term bank deposits, divided by shareholders equity. The level of dividends is also monitored by the Board of Directors of the Group. There were no changes in the Groups approach to capital management during the year.
Dividends
The maximum dividend payable is restricted to the total accumulated retained earnings of the Parent Company determined according to Russian law. On June 27, 2008 a Meeting of Shareholders approved the annual dividend of 4.0 rubles (US$ 0.2 at June 27, 2008 exchange rate) per share and per GDR in respect of 2007. On June 27, 2008 a Meeting of Shareholders approved an interim dividend of 5.2 rubles (US$ 0.2 at June 27, 2008 exchange rate) per share and per GDR for the first quarter of 2008. On September 30, 2008 a Meeting of Shareholders approved an interim dividend of 18.35 rubles (US$ 0.7 at September 30, 2008 exchange rate) per share and per GDR for the first half of 2008. On December 26, 2008 a Meeting of Shareholders approved an interim dividend of 7.17 rubles (US$ 0.2 at December 26, 2008 exchange rate) per share and per GDR for the third quarter of 2008. On June 15, 2009, a Meeting of Shareholders approved the decision not to pay the annual dividend in respect of 2008. On December 20, 2010 an Extraordinary Meeting of Shareholders approved an interim dividend of 4.29 rubles (US$ 0.14 at December 20, 2010 exchange rate) per share and per GDR for the nine months of 2010.
143
Revenue Expenses Loss on remeasurement of disposal groups to fair value less costs to sell Loss before income tax Income tax (expense)/benefit Loss for the year Attributable to:
4,286,917 3,467,711 6,340,557 (4,841,624) (4,716,896) (6,998,612) (1,300,050) (86,988) 116,102 (27,018) (1,854,757) (1,249,185) (658,055) (1,941,745) (1,133,083) (685,073)
Further Information
shareholders of OAO Severstal (1,940,769) (1,050,041) (711,672) non-controlling interests (976) (83,042) 26,599
Furthermore, there was a cumulative net loss of US$ 46.8 million and gain of US$ 33.0 million recognized in other comprehensive income as at December 31, 2010 in relation to foreign exchange differences and changes in cash flow hedges for the Lucchini segment and the fair value adjustment upon acquisition of subsidiary to previously held interest for the North America disposal group, respectively. The fair value less costs to sell of the Lucchini segment was measured using a combination of valuation techniques. The valuation is sensitive to changes in certain assumptions, including forecast operating results, the market prices of equity instruments, as well as other inputs related to current and future market conditions. The North America disposal group was measured at the fair value less costs to sell determined based on price offers available. The loss on remeasurement of the Lucchini and North America disposal groups to fair value less costs to sell recognized in 2010 in the amounts of US$ 1,010.3 million and US$ 289.8 million, respectively, was allocated to property, plant and equipment and intangible assets within each related disposal group on a pro-rata basis. Included in expenses in 2009 is an impairment loss in the amount of US$ 104.6 million in respect of the Lucchini segment and in the amount of US$ 26.5 million in respect of Severstal Warren LLC. Included in expenses in 2008 is an impairment loss in the amount of US$ 382.6 million in respect of Severstal Warren LLC and in the amount of US$ 621.8 million in respect of Severstal Wheeling Inc.
144
Current assets: Cash and cash equivalents Short-term financial investments Trade accounts receivable Accounts receivable from related parties VAT recoverable Income tax recoverable Other current assets 208,928 5,862 711,162 3,835 8,870 13,163 65,429 1,267 5,868 1,617 263 1,627 10,642 46 5,525 1,406 6,977
Inventories 1,135,314
Total current assets 2,152,563 Non-current assets: Long-term financial investments Intangible assets Deferred tax assets Other non-current assets 38,972 70,335 42,964
Total non-current assets 1,357,319 Total assets 3,509,882 Current liabilities: Trade accounts payable 680,535 4,360 64,433 223,160
4 4
Short-term debt finance 1,071,286 Income tax payable Other taxes and social security payable Other current liabilities
Total current liabilities 2,043,774 Non-current liabilities: Long-term debt finance Deferred tax liabilities Retirement benefit liabilities Other non-current liabilities 354,820 53,723 592,772 227,265
The short-term debt finance included US$ 767.0 million of the Lucchini segment debt finance reclassified to short-term due to breach of finance covenants of related loan agreements.
145
Russian Steel segment: Subsidiaries: ZAO Severgal ZAO Severstal SMZ-Kolpino ZAO Severstal TPZ-Sheksna ZAO Severstal Steel Solutions ZAO Severstal Long Products Mill Balakovo OOO SSM-Tyazhmash OAO Domnaremont OOO Severstal-Promservis OAO Metallurgremont OOO Energoremont OOO Electroremont Victory Industries, Inc OOO AviaCompany Severstal Severstal Export GmbH AS Severstallat Latvijas Metals ZAO SeverStalBel Severstal-Ukraine LLC. Armaturu Servisa Centrs SIA ZAO Neva-Metall Upcroft Limited Varndell Limited Baracom Limited ZAO Vtorchermet ZAO Rospromresursy OAO Murmanskvtormet OAO Arhangelskii vtormet ZAO Trade House Severstal-Invest ZAO North Steel Company OAO Rostovmetall ZAO PPTK-1 ZAO RC Group ZAO Izhora Pipe Mill OAO Severstal-Metiz OAO Dneprometiz Carrington Wire Ltd Redaelli Tecna S.p.A. OOO UniFence OOO ChSPZ MKR (UniSpring) OOO Severstal-metiz: welding consumables 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 65.5% 99.9% 75.0% n/a n/a 99.9% 100.0% 99.8% 84.2% 84.2% 100.0% 51.0% n/a 100.0% 100.0% 100.0% 100.0% 85.6% 100.0% 74.6% 75.0% 100.0% 99.9% 95.0% 100.0% 100.0% 100.0% 100.0% 98.7% n/a 100.0% 100.0% 100.0% n/a 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 82.7% 99.9% n/a 100.0% 100.0% 99.9% 100.0% 99.8% 84.2% 84.2% 100.0% 51.0% 84.2% 100.0% 100.0% 100.0% 100.0% 71.2% 100.0% 50.9% 50.0% 100.0% 99.9% 94.6% 100.0% n/a 100.0% 100.0% 98.7% n/a 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 82.7% 99.9% n/a 100.0% 100.0% 100.0% 100.0% 100.0% 50.5% 50.5% 100.0% 51.0% 50.5% 100.0% 100.0% 100.0% 100.0% 85.6% 100.0% 75.1% 75.0% 100.0% 99.0% 87.0% 99.0% n/a 100.0% 100.0% 96.8% 100.0% 100.0% 100.0% 100.0% n/a Russia Russia Russia Russia Russia Russia Russia Russia Russia Russia Russia USA Russia Switzerland* Latvia* Latvia* Belarus* Ukraine* Latvia* Russia Cyprus* Cyprus* Cyprus Russia Russia Russia Russia Russia Russia Russia Russia Russia Russia Russia Ukraine UK Italy Russia Russia Russia Hot dip galvanizing Steel constructions Steel constructions Steel constructions Iron & steel mill Repairs & construction Repairs & construction Repairs & construction Repairs & construction Repairs & construction Repairs & construction Repairs & construction Air transport Steel sales Steel sales Steel sales Steel sales Steel sales Steel service center Shipping operations Holding company** Holding company Holding company Processing scrap Processing scrap Processing scrap Processing scrap Metal sales Leasing Leasing Leasing Leasing Wide pipes Steel machining Steel machining Steel machining Steel machining Steel machining Mattress springs Welding consumables
146
Associates: Air Liquide Severstal Joint ventures Todlem S.L. Severstal-Gonvarri-Kaluga LLC OOO Gestamp-Severstal-Kaluga LLC Gestamp Severstal Vsevolozhsk Subsidiaries classified as held for sale: OOO Severstal-metiz: welding consumables 100.0% Carrington Wire Ltd n/a n/a 100.0% 100.0% n/a Russia UK Welding consumables Steel machining 25.0% 50.0% 25.0% 25.0% 25.0% n/a 25.0% 22.5% n/a n/a n/a n/a Spain Russia Russia Russia Holding company Iron & steel mill Production car body components Production car body components 25.0% 25.0% 25.0% Russia Production liquid oxygen
(*) R ussian Steel segment contains Russian production entities, foreign trading companies, which are selling products primarily produced in Russia, and other foreign companies, which either provide services to Russian production entities or are managed from Russia. (**) Upcroft is holding 29.0% of Lucchini SpA.
Company 2010 December 31, 2009 2008 Location Activity
Severstal North America segment: Subsidiaries: Severstal US Holdings, LLC 100.0% Severstal Dearborn, LLC 100.0% Severstal Columbus, LLC 100.0% Severstal Warren, LLC Severstal Wheeling Inc Severstal Sparrows Point, LLC Mountain State Carbon, LLC Associates: Delaco Processing LLC Joint ventures Spartan Steel Coating LLC Double Eagle Steel Coating company Bethlehem Roll Technologies LLC Ohio Coatings Company Mississippi Steel Processing, LLC Subsidiaries classified as held for sale: Severstal Warren, LLC 100.0% Severstal Sparrows Point, LLC 100.0% Severstal Wheeling Inc 100.0% Mountain State Carbon, LLC 100.0% Lucchini segment (classified as assets held for sale): Subsidiaries: Lucchini SpA Ascometal SAS 49.2% 49.2% 79.8% 79.8% 79.8% 79.8% France France Holding company Steel manufacturing n/a n/a n/a n/a n/a n/a n/a n/a USA USA USA USA Steel mill Steel mill Steel mill Coking coal 48.0% 50.0% 50.0% 50.0% 20.0% 48.0% 50.0% 50.0% 50.0% n/a 48.0% 50.0% 50.0% 50.0% n/a USA USA USA USA USA Hot dip galvanizing Electro-galvanizing Grinding steel mill rolls Tin plate steel Steel service center 49.0% 49.0% 49.0% USA Steel slitting n/a n/a n/a n/a 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 91.8% 100.0% 100.0% 100.0% 100.0% USA USA USA USA USA USA USA Holding company Iron & steel mill Steel mill Steel mill Steel mill Steel mill Coking coal
147
Ascometal GmbH Bari Fonderie Meridionali SpA GSI Lucchini SpA Lucchini Asia Pacific Pte Ltd Lucchini Holland BV Lucchini Iberia SI Lucchini Servizi Srl Lucchini Siderprodukte AG Lucchini USA Inc Servola SpA Sideris Steel SAS Associates: ESPRA SAS Logistica Servola Srl Tecnologie Ambientali Pulite Srl GICA SA Subsidiaries classified as held for sale: Bari Fonderie Meridionali SpA Severstal Resource segment: Subsidiaries: OAO Karelsky Okatysh OAO Olkon Severstal Liberia Iron Ore Ltd OAO Vorkutaugol OAO Mine Vorgashorskaya PBS Coals Limited OOO Neryungri Metallic ZAO Mine Aprelkovo Celtic Resources Holdings Ltd JSC FIC Alel Zherek LLP High River Gold Mines Ltd OJSC Buryatzoloto Berezitovy Rudnik LLC Societe Des Mines de Taparko Semgeo LLP Crew Gold Corporation Societe Miniere de Dinguiraye OAO SPB-Giproshakht Mining Holding Company LLC Lybica Holding B.V. 7029740 Canada Limited Nord Gold N.V. Altcom Limited
49.2% n/a 34.1% 49.2% 49.2% 49.2% 49.2% n/a 49.2% 49.2% 49.2% 17.2% 24.6% 12.2% 12.3% 49.2%
79.8% 79.8% 55.3% 79.8% 79.8% 79.8% 79.8% n/a 79.8% 79.8% 79.8% 27.9% 39.9% 19.9% 19.9% n/a
79.8% Germany 79.8% Italy 55.3% Italy 79.8% Singapore 79.8% Spain 79.8% Italy 51.9% Switzerland 79.8% USA 79.8% Italy 79.8% France 27.9% France 39.9% Italy 19.9% Italy 19.9% Switzerland n/a Italy
Sales Forgings Steel spheres Sales Sales Dormant Sales Sales Asset holding Investment holding Steel scrap Dormant Environmental services Carbon dioxide trading Forgings
Governance
100.0% 100.0% 61.5% 88.1% 75.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 72.6% 61.6% 72.6% 65.4% 100.0% 93.4% 93.4% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
100.0% 100.0% 61.5% 94.0% 75.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 50.1% 42.6% 49.6% 45.1% 100.0% n/a n/a 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
100.0% Russia 100.0% Russia 61.5% Liberia 94.0% Russia 75.0% Russia 100.0% USA 100.0% Russia 100.0% Russia 100.0% Ireland 100.0% Kazakhstan 100.0% Kazakhstan 53.8% Canada 45.7% Russia 53.3% Russia 48.4% Burkina Faso 100.0% Kazakhstan n/a Canada n/a Guinea 100.0% Russia 100.0% Russia 100.0% Canada
Iron ore pellets Iron ore concentrate Iron ore Coking coal concentrate Coking coal concentrate Coking coal concentrate Gold mining Gold mining Holding company Gold mining Gold mining Holding company Gold mining Gold mining Gold mining Gold mining Holding company Gold mining Engineering Holding company Holding company
100.0% The Netherlands Holding company n/a The Netherlands Holding company n/a The Netherlands Holding company
148
Joint ventures: Prognoz Serebro LLC Associates: Iron Mineral Beneficiation Services Republic of (Proprietary) Ltd 25.6% n/a n/a South Africa Intex Resources ASA 21.7% n/a n/a Norway Research & investing Mining and exploration 50.0% 50.0% 50.0% Russia Silver project
In addition, at the reporting date, a further 51 (December 31, 2009: 45; December 31, 2008: 42) subsidiaries and associates, which are not material to the Group, either individually or in aggregate, have been included in these consolidated financial statements. Information on carrying amounts of associated companies is disclosed in Note 20 of these consolidated financial statements.
Acquisitions in 2008 In January 2008, the Group acquired a 91.6% stake in OAO StalMag for a total consideration of US$ 17.6 million. OAO StalMag is a ferroniobium producer whose production will be used by the Groups entities. The acquirees profit since the acquisition date included in the Groups profit for 2008, as well as the revenue and profit of the acquired entity from the beginning of the period to the date of acquisition are insignificant to the Groups revenue and profit for 2008.
149
150
151
29,929 6,656 57,366 185,611 476,754 9,644 4,651 (17,271) (51) (93,637) (38,717) (11,339) 502,184 252,125 (41,628) (78,414) (50,763) (48,485)
180,048 579,804 33,391 740,236 147,887 60,521 (585,642) (2,929) (384,180) (410,532) (579,822) (296,819) (271,639) (152,821) (112,809) (33,020)
Governance
Trade accounts receivable Inventories Deferred tax assets Property, plant and equipment Intangible assets
1,397,780 2,668,092
Financial Statements
Other current assets Other non-current assets Trade accounts payable Other taxes and social security payable Deferred tax liabilities Retirement benefit liability Other current liabilities Other non-current liabilities Net identifiable assets and liabilities acquired Severstals share of net identifiable assets and liabilities acquired
Further Information
3,276,196 3,123,375
Non-controlling interests (250,059) Investments at equity (182,846) Fair value adjustment upon acquisition of subsidiary to previously held interest Consideration: Consideration in cash Consideration of other financial assets Consideration payable Positive goodwill on acquisition of subsidiaries Negative goodwill on acquisition of subsidiaries Net change in cash and cash equivalents
(3,068,693)
Included in negative goodwill in 2008 is US$ 197 million which is the difference between the purchase price and fair market value of the acquired net assets of Sparrows Point LLC. This difference arose primarily due to Severstals competitive position in negotiations based on exclusive USWs (United Steelworkers of America) support in bidding and time restrictions in the administered sales process. Also included in negative goodwill in 2008 is US$ 78 millionwhich is the difference between the purchase price and fair value of the acquired consolidated net assets of High River Gold Mines Ltd. This difference arose primarily due to a lack of High Rivers and its prior shareholders ability to service its debt.
152
Disposals of subsidiaries
Disposals in 2008 In February 2008, the Group sold 100.0% of OOO Georesurs to a third party for a total consideration of RUR 100,000 (US$ 4 thousands at the transaction date exchange rate). In April 2008, the Group sold its 97.9%, 99.5% and 100.0% participation in OAO Mine Berezovskaya, OAO Mine Pervomaiskaya and ZAO Zhernovskaya-3 respectively to ArcelorMittal for a total consideration of US$ 652 million. In June 2008, the Group sold its 100% and 40.0% participation in Relco Spzoo and Coimpex Spzoo respectively for a total consideration of 12 million (US$ 18 million at the transaction date exchange rate). In December 2008, the Group sold its 59.4% participation in OAO Metallurgremont to a company controlled by Severstals Majority Shareholder for a total consideration of RUR 75.9 million (US$ 2.7 million at the transaction date exchange rate). Disposals in 2010 In May 2010, the Group sold Northern Steel Group, a group of companies within the Severstal North America segment, for a total consideration of US$ 124.0 million.
153
Cash and cash equivalents Trade accounts receivable Inventories Financial investments Other assets Property, plant and equipment Intangible assets Assets held for sale Trade accounts payable Other taxes and social security payable Retirement benefit liability Debt finance Liabilities related to assets held for sale Other liabilities Non-controlling interests Consideration in cash Net change in cash and cash equivalents
(3,621) (443,021) 4,833 945 1,117 3,150 88,942 21,661 (360,822) 2,042 (358,780) 673,215 314,435 671,717
Further Information
Acquisitions in 2008 In January 2008, the Group completed the acquisition of a 100% stake in Celtic Resources Holdings Plc. by acquiring the remaining 13.7% stake in the company for a total consideration of US$ 44 million. Celtic Resources Holdings is a mining company based in Dublin, Ireland, which owns and operates gold mines, including the Suzdal Mine (JSC FIC Alel)and Zherek Mine (Zherek LLP)in Kazakhstan. In April 2008, the Group acquired an additional 9.4% stake in Columbus from the former management and a 34.6% stake in OAO Dneprometiz from third parties for a total consideration of US$ 40 million. In August 2008, the Group acquired an additional 4.1% stake in Columbus from the former management for a total consideration of US$16 million. In August September 2008, the Group acquired a 0.9% stake in OAO Vorkutaugol for a total consideration of US$ 5.3 million. In August October 2008, the Group completed the acquisition of 100% stakes in OAO Karelsky Okatysh, OAO Olkon and in OAO Severstal-Metiz by acquiring the remaining 5.2%, 7.3% and 3.0% stakes in entities for a total consideration of US$ 70.6 million, US$ 32.7 million and US$ 9.7 million, respectively.
154
155
Assets
Governance
Current assets: Cash and cash equivalents 278,679 Short-term bank deposits Short-term financial investments Amounts receivable from related parties Restricted cash VAT recoverable Income tax recoverable Other current assets Total current assets Non-current assets: Long-term financial investments Property, plant and equipment Intangible assets Restricted cash Deferred tax assets Other non-current assets Total non-current assets Total assets Liabilities Current liabilities: Trade accounts payable Amounts payable to related parties Short-term debt finance 159,987 6,067 32,996 87,758 12,795 514,542 408,026 175,419 1,301,799 8,234 67,766 17,131 354,597 1,057 2,334,029 3,731,224 153,090 88,894 36,566 4,009,774 9,043,239 2,026,696 2,026,696 (172,847) 1,853,849 329,377 8,305 57,777 554 48,289 1,705,094 2,149,396 1,370,428 53,079 35,553 1,459,060 1,212,621 4,821,077 (173,075) (451,856) 4,147 (473,288) (1,094,072) (673,729) (13,961) 8 (687,682) (5,622,319) 897,389 16,717 1,422,262 41,230 156,078 17,131 531,736 3,272,354 6,354,897 4,719,772 493,280 164,555 276,244 5,653,851 7,319,771 144,123 26,883 1,628,556 1,641,360 24,470 12,958 18,448 861,084 5,615,163 3,573,159 137,918 37,244 38,448 16,982 1,853,849 6,000 64,539 2,174,087 19,229 50,000 47,190 2,361,045 4,821,077 (805,975) (5,548,021) (23,967) 1,269 (6,376,694) 205,232 158,564 7,351,835 1,799,776 61,714 101,406 82,620 9,761,147 Investments in associates and joint ventures 22 3,573 1,700,229 12,668 677,564 613,854 110,524 41,313 1,527,266 220,662 20,570 171,495 10,899 5,107,044 1,853,849 1,853,849 33,754 210,326 39 522,968 10,738 38,216 1,643,991 2,460,032 (653,674) (305,912) (65,670) (2,123) (1,027,379) 2,012,662 12,690 27,463 967,837 12,359 41,313 2,366,924 278,594 39,578 298,070 3,509,882 9,567,372
Financial Statements
Inventories 382,360
Further Information
1,173,826
(7,404,073) 19,328,519
Income taxes payable Other taxes and social security payable Dividends payable
Other current liabilities 124,703 Liabilities related to assets held for sale Total current liabilities Non-current liabilities: Long-term debt finance 291,849 Deferred tax liabilities Retirement benefit liabilities Other non-current liabilities Equity Total equity and liabilities 354,151 22,582 204,117 2,859,077 938,848
4,670,624 15,387,042
(7,404,073) 19,328,519
156
Assets Current assets: Cash and cash equivalents 126,550 Short-term bank deposits Short-term financial investments Trade accounts receivable Amounts receivable from related parties VAT recoverable Income tax recoverable Other current assets Assets held for sale Non-current assets: Long-term financial investments Investments in associates and joint ventures 70,830 6,572 5,942,956 48,738 3,391,735 113,576 45,563 24,072 9,566,640 14,206,573 8,438 2,164 1,481,522 37,197 73,951 3,932 1,607,204 3,185,267 11,752 86,383 3,262,165 109,137 90,000 45,526 3,604,963 5,249,649 (5,905,360) (29,777) 128,616 143,857 9,485,480 1,369,204 17,541 239,835 74,802 136 19,318 80,993 84,284 52,179 9,491 57,588 2,063,808 89,597 315,927 670,978 28,875 1,129,755 172,336 18,440 127,102 23,115 4,639,933 473,765 567 411,831 3,726 600,883 63,517 5,594 18,180 1,578,063 189,253 5,800 293,849 3,063 996,344 72,494 82,583 1,300 1,644,686 (262,683) (93,232) (11,707) (367,622) 2,853,376 95,533 73,129 1,457,651 26,716 2,974,227 288,032 106,019 285,453 24,415 8,184,551
Inventories 258,952
Property, plant and equipment 1,379,835 Intangible assets 1,109,294 Restricted cash Deferred tax assets Other non-current assets 17,541 30,321 1,272
Total non-current assets 2,615,665 Total assets 3,305,156 Liabilities Current liabilities: Trade accounts payable 116,088 Amounts payable to related parties Income taxes payable Other taxes and social security payable Dividends payable Liabilities related to assets held for sale Non-current liabilities: Long-term debt finance 674,419 Deferred tax liabilities 251,004 Retirement benefit liabilities 22,828 Other non-current liabilities 187,625 Total non-current liabilities 1,135,876 Equity 1,638,134 Total equity and liabilities 3,305,156 7,355 2,603 56,116 32 Short-term debt finance 240,224
326,088 92,792 648,419 25,454 75,490 5,672 270,754 11,979 1,456,648 4,198,250 143,053 110,048 25,242 4,476,593 8,273,332 14,206,573
423,598 233 156,672 4,786 57,004 136,922 779,215 1,009,304 3,143 117,123 75,910 1,205,480 1,200,572 3,185,267
512,526 9,756 560,015 1,307 20,474 226,826 1,330,904 1,097,674 488,329 219,489 1,805,492 2,113,253 5,249,649
1,378,300 16,656 1,478,301 34,150 209,084 5,704 743,230 11,979 3,877,404 5,748,559 394,990 738,328 508,266 7,390,143 8,376,339
(6,302,759) 19,643,886
157
Assets Current assets: Cash and cash equivalents 151,122 Short-term bank deposits Short-term financial investments Trade accounts receivable Amounts receivable from related parties VAT recoverable Income tax recoverable Other current assets Assets held for sale Non-current assets: Long-term financial investments Investments in associates and joint ventures 27,401 6,765 5,010,356 10,223 3,475,931 114,121 25,837 18,444 8,654,912 14,099,191 10,993 2,112 1,597,947 25,744 29,369 3,521 1,669,686 4,040,213 91,807 3,313,302 132,830 8,969 146,533 19,583 3,713,024 6,159,120 (4,978,408) (26,968) 70,342 110,907 9,827,392 1,510,658 21,703 246,541 41,507 147 4,476 89,221 62,978 51,336 16,489 45,154 1,543,215 812,598 260,303 809,718 70,190 1,436,198 233,164 137,558 132,463 8,872 5,444,279 663,171 6,163 695,522 8,286 893,736 77,042 7,508 19,099 2,370,527 295,380 5,800 347,415 7,041 1,696,077 11,392 82,991 2,446,096 (158,160) (84,664) (15,270) 2,652,888 818,545 112,782 1,941,876 63,831 4,271,886 361,542 172,947 279,707 8,872
Financial Statements Governance
Inventories 261,145
Further Information
(258,094) 10,684,876
Property, plant and equipment 1,467,180 Intangible assets 1,237,963 Restricted cash Deferred tax assets Other non-current assets 12,734 44,802 (41)
Total non-current assets 2,796,804 Total assets 3,478,872 Liabilities Current liabilities: Trade accounts payable 126,672 Amounts payable to related parties Income taxes payable Other taxes and social security payable Dividends payable Other current liabilities Liabilities related to assets held for sale Non-current liabilities: Long-term debt finance 801,189 Deferred tax liabilities 320,404 Retirement benefit liabilities 47,908 Other non-current liabilities 182,436 Total non-current liabilities 1,351,937 Equity 1,537,771 Total equity and liabilities 3,478,872 3,921 12,121 58,272 33 99,452 Short-term debt finance 288,693
365,282 132,194 1,221,740 9,656 63,838 128,682 296,262 4 2,217,658 3,900,255 103,856 106,622 8,029 4,118,762 7,762,771 14,099,191
529,653 4,875 247,014 24,354 74,890 159,038 1,039,824 1,069,548 75,514 114,487 125,543 1,385,092 1,615,297 4,040,213
506,846 16,120 438,663 16,315 313,657 1,291,601 1,452,437 453,048 303,953 2,209,438 2,658,081 6,159,120
1,528,453 71,960 2,038,693 46,131 213,315 128,715 868,409 4 4,895,680 6,227,225 496,379 722,065 619,961 8,065,630 9,552,616
(5,263,470) 22,513,926
158
Consolidated
Revenue Revenue third parties Revenue related parties Cost of sales Gross profit/(loss) General and administrative expenses Distribution expenses Other taxes and contributions Share of associates profit Net gain/(loss) from securities operations (Loss)/gain on disposal of property, plant and equipment and intangible assets Net other operating (expenses)/income Profit/(loss) from operations Impairment of non-current assets Net other non-operating expenses Profit/(loss) before financing and taxation Interest income Interest expense Foreign exchange difference Profit/(loss) before income tax Income tax expense Profit/(loss) from continuing operations Loss from discontinued operations Profit/(loss) for the year Additional information: depreciation and amortization expense capital expenditures intersegment revenue (incl. in revenue from related parties) 274,074 433,787 1,494,524 287,571 575,633 142,782 37,981 15,183 7,066 237,711 341,620 (1,644,372) 837,337 1,366,223 1,989,723 1,494,527 3,484,250 1,702,757 (138,094) (210,559) (105,989) 3,767 35,457 (29,810) (10,332) 1,247,197 (15,827) (17,933) 1,213,437 8,766 (170,436) 15,165 1,066,932 (204,665) 862,267 862,267 8,610,139 204,615 8,814,754 2,811,554 (423,862) (780,872) (75,802) 2,906 (140,151) (20,337) (2,855) 1,370,581 (21,136) (26,511) 1,322,934 282,853 (469,673) 47,522 1,183,636 (235,830) 947,806 947,806 (1,210,076) 2,911,068 444 2,911,512 (2,911,608) (96) (78,353) (560) 12,728 3,399 1,473 (61,409) (44,160) (105,569) 184 (151,024) (256,409) (58,505) (314,914) (757,845) 13,510,930 (1,637,251) 1,586,085 (51,166) 1,906 704 (3,574) (52,130) (52,130) (188,407) 160,358 (80,179) 11,751 (68,428) 26,176 (42,252) 62,335 (9,110,216) 4,463,049 (638,403) (990,727) (182,351) 19,401 (104,694) (46,748) (15,288) 2,504,239 (81,123) (44,444) 2,378,672 103,396 (630,775) 62,687 1,913,980 (487,249) 1,426,731 (1,941,745) (515,014) (1,637,251) 13,573,265
(1,781,493) (6,003,200)
(1,210,076) (1,072,759)
159
Consolidated
Revenue Revenue third parties Revenue to related parties Cost of sales Gross profit/(loss) General and administrative expenses Distribution expenses Other taxes and contributions Share of associates (loss)/profit Net (loss)/gain from securities operations (Loss)/gain on disposal of property, plant and equipment and intangible assets Net other operating expenses Profit/(loss) from operations Impairment of non-current assets Net other non-operating expenses Profit/(loss) before financing and taxation Interest income Interest expense Foreign exchange difference (Loss)/profit before income tax Income tax benefit/(expense) (Loss)/profit from continuing operations Loss from discontinued operations (Loss)/profit for the year Additional information: depreciation and amortization expense capital expenditures intersegment revenue (incl. in revenue from related parties) 282,506 242,325 723,925 272,726 368,627 44,595 158,002 133,247 246,113 238,476 (2,183) (4,992) (775,625) 957,164 977,683 1,146,856 723,931 1,870,787 465,183 (107,560) (141,936) (85,827) (2) (2,045) (19,955) (16,755) 91,103 (48,691) (7,978) 34,434 1,259 (226,492) (52,047) (242,846) 25,896 (216,950) (216,950) 6,081,434 97,707 6,179,141 2,097,721 (340,902) (638,735) (64,011) 5,084 3,592 (10,906) (16,114) 1,035,729 (39,364) (26,591) 969,774 303,507 (346,705) (152,324) 774,252 (169,672) 604,580 604,580 (411,505) 2,312,485 2,312,485 (2,491,902) (179,417) (71,603) (13,470) (163) 8,216 824 (2,139) (257,752) (1) (257,753) 519 (96,110) (353,344) 11,002 (342,342) (741,979) (768,520) (768,520) 769,163 643 3,202 2,636 (13,707) (21) (2,667) (9,914) 2,779 (7,135) (213,833) 190,854 (30,114) (1,186) (31,300) 20,401 9,540,775 53,118 9,593,893 (7,209,763) 2,384,130 (516,863) (791,505) (150,001) 13,298 (12,160) (30,058) (37,675) 859,166 (88,056) (31,790) 739,320 91,452 (478,453) (204,371) 147,948 (133,960) 13,988 (1,133,083)
Financial Statements Governance
(1,405,604) (4,081,420)
Further Information
(411,505) (1,084,321)
(10,899) (1,119,095)
7,105
160
Consolidated
Revenue Revenue third parties Revenue related parties Cost of sales Gross profit/(loss) General and administrative expenses Distribution expenses Other taxes and contributions Share of associates profit/(loss) Net gain/(loss) from securities operations Loss on disposal of property, plant and equipment and intangible assets Net other operating (expenses)/income Profit from operations Impairment of non-current assets Negative goodwill Net other non-operating income/(expenses) Profit before financing and taxation Interest income Interest expense Foreign exchange difference Profit before income tax Income tax (expense)/benefit Profit from continuing operations Profit/(loss) from discontinued operations Profit/(loss) for the year Additional information: depreciation and amortization expense capital expenditures intersegment revenue (incl. in revenue from related parties) 232,943 413,074 1,379,629 467,129 709,199 39,478 162,056 337,828 13,600 225,293 693,926 (3,289) (1,432,707) 1,087,421 2,150,738 1,069,261 1,383,443 2,452,704 1,076,333 (173,906) (180,911) (78,850) 2,548 (7,608) (31,906) 605,700 (489,874) 79,862 293,797 489,485 16,318 (105,084) 97,073 497,792 (183,557) 314,235 314,235 11,850,733 213,051 12,063,784 4,675,744 (506,222) (798,564) (74,221) 3,632 (82,223) (29,836) (10,165) 3,178,145 (42,101) (59,504) 3,076,540 187,104 (282,058) (359,847) 2,621,739 (642,141) 1,979,598 1,979,598 136,459 136,459 2,968,284 94 2,968,378 (3,243,050) (274,672) (125,025) (16,401) (6,319) (6,202) 608,245 179,626 179,626 5,139 (85,492) 5 99,278 344,595 443,873 (816,880) (373,007) (1,419,107) 15,888,278 177,481
(1,419,107) 16,065,759 1,464,901 (10,542,560) 45,794 3,625 144 (20,201) 135 (10,509) 18,988 4,652 23,640 (79,721) 74,719 18,638 (9,345) 9,293 (4,652) 4,641 5,523,199 (801,528) (995,732) (153,071) (2,687) (99,876) (43,511) 555,665 3,982,459 (531,975) 79,862 238,945 3,769,291 128,840 (397,915) (262,769) 3,237,447 (490,448) 2,746,999 (685,073) 2,061,926
(1,376,371) (7,388,040)
161
Russian Federation 5,111,242 4,830,744 4,960,427 North America 2,790,550 3,978,452 4,139,364 Africa Central Asia Europe 988,421 275,463 262,206 256,752 246,720 279,591
Governance
9,295,945 10,947,027 11,401,260 The locations are primarily represented by the following countries: Lithuania, Italy and Ukraine as at December 31, 2010 and Italy and France (as at December 31, 2009 and 2008) in Europe, the USA in North America, Burkina Faso, Liberia and Guinea in Africa, and Kazakhstan in the Central Asia.
Financial Statements
Further Information
Market value
Ruble bonds 2011 Ruble bonds 2013 Eurobonds 2013 Eurobonds 2014 Eurobonds 2017 Severstal Columbus bonds
988,125 1,000,000
3,603,949 3,427,904
162
518,331 377,858
495,963 375,000
Difference
325,858 197,048
325,000 375,000
689,584 1,250,000
6,660,562 7,759,349 (1,098,787) The above amounts exclude accrued interest. The market value of the Groups Eurobonds was determined based on London Stock Exchange quotations. The market value of the Groups Ruble bonds was determined based on Moscow Interbank Currency Exchange.
Credit risk
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position and guarantees (see note 32e). The Group has developed policies and procedures for the management of credit exposures, including the establishment of credit committees that actively monitors credit risk. The maximum exposure to credit risk for financial instruments including accounts receivable from related parties was:
2010 December 31, 2009 2008
Cash and cash equivalents 2,012,662 2,853,376 2,652,888 Loans and receivables 1,138,656 1,653,386 2,158,186 Held-to-maturity securities and deposits Available-for-sale financial assets Held-for-trading securities Restricted cash 28,742 155,477 18,350 103,027 125,351 89,345 25,505 17,541 829,729 55,212 72,471 21,703
163
Russian Federation
North America Europe Africa China and Central Asia South-East Asia Central and South America The Middle East
7,879 27,040
The maximum exposure to credit risk for trade receivables including trade receivables from related parties by type of customer was:
2010 December 31, 2009 2008
Further Information
757,760 1,253,325 1,633,117 122,215 59,769 34,102 159,040 39,956 23,593 296,016 5,813 35,944
The Group holds bank and other guarantees provided as collateral for financial assets. Amount of collateral held does not fully cover Groups exposure to credit risk.
Impairment losses
The aging of trade receivables including trade receivables from related parties was:
2010 Gross Impairment || December 31, 2009 Gross Impairment || 2008 Gross Impairment
Not past due Past due 0-30 days Past due 31-90 days Past due 91-180 days Past due 181-365 days More than one year
(17,795) 1,178,117 (179) (162) (1,139) (10,948) (37,027) 143,154 55,568 89,670 30,394 64,660
(6,432) 1,302,128 (484) (3,023) (3,118) (19,284) (53,308) 376,301 247,305 84,930 11,310 50,280
1,041,096
(67,250) 1,561,563
(85,649) 2,072,254
The impairment allowance at December 31, 2010 included the impairment allowance in respect of trade receivables from related parties for the total amount of US$ 3.4 million (December 31, 2009: US$ 2 million; December 31, 2008: US$ 10.8 million). At December 31, 2010 trade receivables included accounts in the amount of US$ nil (December 31, 2009: US$ 4.5 million; December 31, 2008: US$ 170.2 million) whose terms of settlements were renegotiated during 2010 (2009 and 2008, respectively). Management of the Group believes that receivables will be repaid in full, thus no impairment loss is recognized.
164
Balance at 1 January Impairment loss recognized Impairment loss reversed Reclassified to assets held for sale Foreign exchange difference Balance at 31 December
(85,649) (101,364) (64,920) 64,584 16,288 2,447 (67,250) (36,333) 51,023 1,025
(85,649) (101,364)
The allowance account in respect of trade receivables including trade receivables from related parties is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amount is considered irrecoverable and is written off against the financial asset directly. The allowance for doubtful debts contains primarily individually impaired trade receivables from debtors placed under liquidation or companies which are in breach of contract terms. At December 31, 2010 the Group recognized an impairment allowance in respect of deposit in the amount of US$ 134.0 million (December 31, 2009: nil; December 31, 2008: nil) (Note 6).
2010 The Group has a concentration of cash and short-term bank deposits with banks AB Russia, OAO Bank VTB, OAO Sberbank Russia and with a related party commercial bank that at December 31, 2010 represented US$ 267.8 million, US$ 393.5 million, US$ 300.0 million and US$168.2 million, respectively. The Group has a concentration of available-for-sale financial assets with Detour Gold Corporation that at December 31, 2010 represented US$ 90.6 million. 2009 The Group has a concentration of cash and short-term bank deposits with banks AB Russia, OAO Bank VTB and with a related party commercial bank that at December 31, 2009 represented US$ 363.0 million, US$ 454.7 million and US$ 306.9 million, respectively. 2008 The Group has a concentration of cash and short-term bank deposits with bank AB Russia and with a related party commercial bank that at December 31, 2008 represented US$ 449.0 million and US$ 384.0 million, respectively.
Liquidity risk
The Group manages liquidity risk with the objective of ensuring that funds will be available at all times to honor all cash flow obligations as they become due by preparing an annual budgets, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
165
Carrying amount
Non-derivative financial liabilities Debt finance 6,142,034 (7,716,557) (1,784,457) (1,126,555) (2,619,640) (2,185,905) Lease liabilities Derivative financial liabilities 10,859 22,286 (10,860) (28,445) (7,966) (9,377) (842) (5,250) (4,642) (952) (17,646) (14,426) (1,100) (3,502) Trade and other payables 1,025,190 (1,029,186) (1,002,788)
Non-derivative financial liabilities Debt finance 7,226,860 (8,886,216) (1,862,856) (1,567,264) (5,291,367) (164,729) Lease liabilities Derivative financial liabilities 51,107 48,956 (58,882) (71,026) (13,375) (37,487) (17,474) (18,635) (13,293) (19,142) (741) (20,246) (8,891) (43) Trade and other payables 1,454,830 (1,454,830) (1,435,411)
Further Information
Non-derivative financial liabilities Debt finance 8,265,918 (10,019,689) (2,339,252) (1,426,007) (5,319,950) (934,480) Lease liabilities Derivative financial liabilities 76,454 30,293 (91,330) (40,305) (26,394) (19,784) (14,688) (5,156) (10,440) (46,364) (34,999) (10,081) (3,884) (1,874) Trade and other payables 1,813,473 (1,813,473) (1,771,444)
10,186,138 (11,964,797) (4,156,874) (1,456,291) (5,411,394) (940,238) 2010 At December 31, 2010, the Group has a concentration of bank financing with Deutsche Bank AG and European Bank for Reconstruction and Development of US$ 880.0 million and US$ 618.4 million, respectively. 2009 At December 31, 2009, the Group has a concentration of bank financing with Deutsche Bank AG and European Bank for Reconstruction and Development of US$ 1,201.2 million and US$ 803.8 million, respectively. 2008 At December 31, 2008, the Group has a concentration of bank financing with Deutsche Bank AG and European Bank for Reconstruction and Development of US$ 1,201.5 million and US$ 848.5 million, respectively.
166
Available-for-sale financial assets Held-to-maturity securities and deposits Loans and receivables Cash and cash equivalents Restricted cash Debt finance Finance lease liabilities Trade and other payables Derivative financial liabilities Net exposure
54,501 54,501
(83,169) (83,169)
1,332,624 1,527,205
(853,446) (3,680,171)
(120,504)
510,300 (1,273,048)
December 31, 2009 Euro USD GBP RUR CHF CAD KZT Other
Available-for-sale financial assets Held-to-maturity securities and deposits Loans and receivables Cash and cash equivalents Finance lease liabilities Trade and other payables Derivative financial liabilities Net exposure
59,010 59,010
274,262 1,380,710
(593,877) (2,145,263)
December 31, 2008 Euro USD GBP RUR CHF CAD KZT Other
Available-for-sale financial assets Loans and receivables Cash and cash equivalents Finance lease liabilities Trade and other payables Derivative financial liabilities Net exposure
211,390 1,384,027
(483,022) (1,793,080)
167
Net profit
Financial Statements
Further Information
A 10 percent weakening of these currencies against the functional currency at December 31, 2010 would have had the equal but opposite effect to the amounts shown above, on the basis that all other variables remain constant.
Variable rate instruments Financial assets 31,386 539,818 414,398 Financial liabilities (2,279,275) (4,280,828) (4,915,822) (2,247,889) (3,741,010) (4,501,424) Other Groups interest-bearing financial assets and liabilities are at fixed rate.
168
December 31, 2010 Financial assets Financial liabilities Cash flow sensitivity (net) December 31, 2009 Financial assets Financial liabilities Cash flow sensitivity (net) December 31, 2008 Financial assets Financial liabilities Cash flow sensitivity (net) 3,149 (37,360) (34,211) (3,149) 37,360 34,211 4,319 (34,249) (29,930) (4,319) 34,249 29,930 251 (18,234) (17,983) (251) 18,234 17,983
Balance at 31 December 2010 Available-for-sale financial securities Held-for-trading securities Derivative financial liabilities Balance at 31 December 2009 Available-for-sale financial securities Held-for-trading securities Derivative financial liabilities Balance at 31 December 2008 Available-for-sale financial securities Held-for-trading securities Derivative financial liabilities
(4,051) 18,235 (22,286) (15,012) 8,439 25,505 (48,956) 14,845 17,156 27,982 (30,293)
151,541 155,477 18,350 (22,286) 65,894 89,345 25,505 (48,956) 97,390 55,212 72,471 (30,293)
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Balance at 31 December 2010 Losses recognized in income statement Purchases of financial instruments Balance at 31 December 2009 Purchases of financial instruments Sales of financial instruments Other movements Balance at 31 December 2008 Purchases of financial instruments Sales of financial instruments Transfers out of Level 3 Other movements Balance at 31 December 2007
34,729 (580) 23,712 11,597 6,567 (4,277) (3,295) 12,602 6,236 (821) (1,256) 8,443
(56,270) 56,270
c. Capital commitments
At the reporting date the Group had contractual capital commitments of US$ 1,546.6 million (December 31, 2009: US$1,142.0 million; December 31, 2008: US$1,275.3 million).
d. Insurance
The Group has insured its property and equipment to compensate for expenses arising from accidents. In addition, the Group has insurance for business interruption on a basis of reimbursement of certain fixed costs. The Group has also insured third party liability in respect of property or environmental damage. However, the Group does not have full insurance coverage.
170
171
Overview
Index
Weight*
Business Review
Governance
According to the consensus of sector analysts, Severstal shares (GDRs) remained solid potential for growth at the beginning of 2011. Severstals GDR price reached $16.85 at the end of 2010, 67% higher than at the beginning of 2010. Market capitalisation grew to US$17.0 billion at 31 December 2010. Severstal shares and GDR turnover increased significantly in 2010: GDR turnover grew more than 170% in US$ at LSE, and Severstal shares turnover increased by more than 169% in RUB at MICEX and approximately 250% in US$ at RTS. Severstals stocks make part of major indices at the stock exchanges where the company is listed. For instance, Severstal is a solid part of MSCI Russia and FTSE Russia IOB at LSE and a sizeable contributor to the MICEX and RTS indices in Russia. Severstal share/GDR performance in 2009-2010
London Stock Exchange 2010 2009
MICEX
2010
2009
Maximum (closing price), Roubles Minimum (closing price), Roubles At year beginning At year end Change,% Number of trades Turnover, million Roubles Share Price at RTS in 2010
18 USD 16 14 12 10 8 6 4 2 0
11 Jan 9 Feb 17 Mar 14 Apr 17 May 5 Jul
Maximum (closing price), US$ Minimum (closing price), US$ At year beginning At year end Change,% Number of trades Turnover, US$ mln GDR price at LSE in 2010
18 USD 16 14 12 10 8 6 4 2 0
4 Jan 15 Feb 29 Mar 13 May 25 Jun 6 Aug
3,146,148 1,609,041
8 Sep
21 Oct
6 Dec
RTS
2010
2009
At year beginning At year end Change,% Number of trades Turnover, US$ million
172
Dividends
The companys dividend policy is stated at the corporate website and is available at: http://www.severstal.com/eng/ir/shareholder_services/ dividends/ In 2010, following the decision of the Severstal EGM held on December 20, 2010, OAO Severstal paid out a dividend of 4.29 roubles (which is approximately $0.14) per share for the 9 months of 2010. This represents a pay-out ratio of 25% of net profits for the second and third quarters of 2010. On March 1, 2011 the Board of Directors also recommended a dividend of 2.42 roubles (approximately $0.08) per share for the year ended 31 December 2010. This represents approximately 25% of Q4 2010 net profit of continued operations. Approval of the dividend is expected at the Companys AGM which will take place on 27 June 2011. The record date is 22 May 2011.
10 February 2011 3 March 2011 28 April 2011 17 May 2011 27 June 2011 July 2011 August 2011 October 2011 Q4 2011 6 7 November 2011 December 2011
Full year 2010 Operational results Full year 2010 IFRS financial statements Q1 2011 Operational results Q1 2011 IFRS financial statements Shareholders Annual General Meeting H1 & Q2 2011 Operational results H1 2011 IFRS financial statements 9M & Q3 2011 Operational results Severstal North America analysts site visit 5-year Anniversary of listing at London Stock Exchange. Investor meetings in London Q3 2011 IFRS financial statements
*Starting from May 2011 the dates are preliminary and may be subject to change.
173
Contacts
OAO Severstal Legal address: 30 Mira St. Cherepovets Vologda Region, 162608, Russia Postal address: 2/3 K. Tsetkin Street Moscow, 127299, Russia Tel: +7 (495) 926 7766 Fax: +7 (495) 926 7761 www.severstal.com
Auditor
ZAO KPMG 10, Krasnopresnenskaya Naberezhnaya, Block C, floor 31, Moscow, 123317, Russia Tel: +7 (495) 937 4477 Fax: +7 (495) 937 4499
Corporate Secretary
Oleg Tsvetkov Tel: +7 (8202) 53 0900 Fax: +7 (8202) 53 2159 E-mail: corporate_secretary@severstal.com
Registrar
ZAO Partnyor Address: 22, Pobedy Ave., Cherepovets 162606, Vologda Region, Russia Tel: +7 (8202) 53 6021 Fax: +7 (8202) 55 3335 Licence no.: 10-000-1-00287 Date of issue: 04.04.2003 r. Expiry date: no expiry date Issued by: FSFM of Russia
Public Relations
Elena Kovaleva Tel/Fax: +7 (495) 926 77 66 E-mail: elena.kovaleva@severstal.com
Investor Relations
Vladimir Zaluzhsky Tel/Fax: +7 (495) 926 77 66 E-mail: vladimir.zaluzhsky@severstal.com