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Annual Report 2008 Contents

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Annual Report 2008 Contents Strategic Development Annual Report 2008 Contents 3 Company Profile and Key Indicators 5 Chairman’s Letter 6 CEO’s Letter 7 2008 Key Events 8 About the Company 9 Structure 10 Assets 11 TMK’s Market Position 14 Strategy 15 Strategic Investment Programme 17 Acquisitions 19 Premium Connections 20 Management Discussion and Analysis 37 Corporate Governance Report 38 Corporate Governance System and its Improvement 39 The Board of Directors and the Committees of the Board of Directors 46 Executive management 49 Remuneration 50 Internal Control 52 Share Capital and Dividends 53 Share capital structure 53 Dividends 54 Sustainable Development 55 Quality Management 55 Personnel Management and Social Policy 58 Environmental Protection 61 Charity 63 Consolidated Financial Statements 107 Major Transactions and Interested Party Transactions Undertaken by OAO TMK in 2008 109 Glossary and Contacts 111 Financial Measures Calculation Русский ТMK Annual Report 2008 Company Profile and Key Indicators TMK is one of the world’s leading oil and gas pipe producers and • Seamless line pipes for infield pipelines. This product range is used to Russia’s largest manufacturer and exporter of steel pipes. In 2008, deliver crude oil and natural gas from fields to refineries, storage tank following the successful acquisition and consolidation of assets in farms, loading terminals and distribution points Russia and Romania, TMK entered the US market and became a truly global company with the acquisition of IPSCO Tubulars and NS Group. • Welded energy tubulars, also referred to as welded OCTG. These are used as a substitute for seamless pipes in some markets depending on A vertically integrated company with one of the lowest cash costs in their application the industry, supported by steel self-sufficiency and advantageous scrap conditions, TMK has an annual production capacity of 6.5 million • Welded line pipes for infield pipelines. These are pipes used for tonnes, including over 1.5 million tonnes of capacity in the specialised the transportation of crude oil from fields to refineries, storage tank OCTG segment, the most lucrative market sub-segment with resilient Seamless pipes for oil and gas industry farms, as well as loading points and distributing centers; demand and attractive margins. • Longitudinal and spiral large-diameter welded pipes. This product TMK is the only company among global peers that sells more than range is used in the construction of trunk pipeline systems for the long- half of its production domestically. TMK clients include such leading distance transportation of natural gas, crude oil and petroleum companies as, TNK-BP, Surgutneftegas, Gazprom, LUKOIL, Rosneft, products. Shell, AGIP, Total, Exxon Mobil, Occidental Petroleum, ONGC, and Saudi Aramco. In addition to oil and gas tubulars, TMK produces a wide range of seamless pipes for industrial use as well as small and medium TMK focuses on supplying the oil and gas industry, which represented diameter welded pipes. close to 70% of sales by volume in 2008. The Company is actively developing its Premium product offering and has ambitious plans to TMK products comply with Russian national standards and become one of the world’s top suppliers of premium pipes. specifications, and with API, ASTM, and EN/DIN international standards. The quality systems in place at all the Company's The Company’s oil and gas pipe range can be divided into five main types: manufacturing divisions are ISO 9001 and АPI Spec Q1 certified. • Seamless threaded pipes for oil and gas fields, also referred to as TMK shares are traded on the London Stock Exchange as GDRs and in OCTG. These are drill pipes, well casings, and tubing used in the drilling, Russia on the RTS and MICEX exchanges. equipping, and operation of oil and gas wells 03 Company Profile and Key Indicators Chairman’s Letter CEO’s Letter 2008 Key Events About the Company Management Discussion and Analysis Corporate Governance Report Share Capital and Dividends Sustainable Development Consolidated Financial Statements Major Transactions and Interested Party Transactions Undertaken by OAO TMK in 2008 Glossary and Contacts Financial Measures Calculation Русский ТMK Annual Report 2008 Key Indicators 5,690.0 3,227 1,006.2 3,088 908.4 2,997 4,178.6 787.1 3,402.3 62% 33% 2008 2008 2008 2007 2007 2007 2006 2006 5% 2006 Sales, million USD Sales structure in 2008 Sales volume, thousand tonnes EBITDA 1, million USD 1 62% Seamless pipes EBITDA calculation is shown in the Financial Measures Calcula- 33% Welded pipes tion section of this Annual Report on page 111. 5% Other activity 04 Company Profile and Key Indicators Chairman’s Letter CEO’s Letter 2008 Key Events About the Company Management Discussion and Analysis Corporate Governance Report Share Capital and Dividends Sustainable Development Consolidated Financial Statements Major Transactions and Interested Party Transactions Undertaken by OAO TMK in 2008 Glossary and Contacts Financial Measures Calculation Русский ТMK Annual Report 2008 Chairman’s Letter Dear Shareholders, These measures taken by the board coupled with the development of an anti-crisis programme have already yielded results and This past year, TMK reached another major milestone in its history. Key proved justified as we successfully restructured the debt raised for development breakthroughs were achieved as a result of our organic the acquisition of US assets. growth strategy and the Company’s expansion on the global pipe market. In all the regions where it has a presence, TMK cultivates and maintains an active dialogue with a wide range of parties at the local, state and TMK followed its development strategy and strengthened its position as national levels. In Russia, TMK is part of the list of companies which the leading manufacturer and supplier of steel pipes in Russia and as the government considers strategically important to the economy. one of the world’s largest suppliers of pipe products to the oil and gas industry. During 2008, we significantly increased our global presence We continue implementing the latest corporate governance standards as we completed TMK’s most ambitious expansion to date and acquired in the Company’s everyday practice and ensuring an adequate level production assets in the United States. The creation of the TMK IPSCO of information disclosure. Our efforts in this field were recognised this Division enabled our Company to become a leading player on the world’s year as TMK came 6th in Standard & Poor’s annual Transparency and largest oil and gas pipe market. Disclosure Survey of the 90 largest publicly listed companies in Russia, a significant improvement on 2007 when, in its first year as a public During the last year, in spite of the global economic downturn, we company, the Company ranked 18th. managed to successfully complete the key stages of TMK’s Strategic Investment Programme and significantly enhanced the level of Dmitriy Pumpyanskiy, Given the current economic environment, the year ahead promises to be Chairman of the Board of technology used in our production processes. Such a large-scale Directors of OAO TMK challenging; however, when considering the strong oil and gas industry modernisation programme, with regard to the capital expenditures and fundamentals and the Company’s recent strategic developments, TMK the technology involved, ensures our Company’s competitive edge for is well positioned to face these more difficult times. We have expanded the years and even decades to come. and strengthened the Company’s geographical and market presence, upgraded production capacities and significantly improved product At the same time, such breakthroughs, when coupled with the current quality, while further strengthening relationships with key partners and economic environment, provide us with new challenges. While working outlining new market entry strategies. on strengthening our financial position, we must continue to enhance TMK’s leadership in key markets and expand its geographic reach. To We value the commitment of our employees, their skills and successfully meet these new challenges, the board of directors initiated professionalism being integral to the development of the Company. a number of organisational decisions and appointments. I am confident We have avoided major workforce reductions as we understand that Alexander Shiryaev’s professionalism and financial expertise 05 the importance of qualified personnel and the need to be prepared combined with Konstantin Semerikov’s commercial skills will enable for the economic upturn. We are ready to use our global competitive TMK to successfully meet these new challenges. Company Profile and Key Indicators advantages to maximise the Company’s value and ensure its long-term Chairman’s Letter success. CEO’s Letter 2008 Key Events About the Company Management Discussion and Analysis Corporate Governance Report Share Capital and Dividends Sustainable Development Consolidated Financial Statements Major Transactions and Interested Party Transactions Undertaken by OAO TMK in 2008 Glossary and Contacts Financial Measures Calculation Русский ТMK Annual Report 2008 CEO’s Letter In 2008, ТМК successfully completed its main investment projects, • A 600 thousand tonne capacity Premium Quality Finishing (PQF) rolling increased shipments and became a truly global pipe company thanks to mill along with additional heat treatment capacity at TAGMET; its successful acquisition of North American assets. • A 650 thousand tonne capacity large-diameter longitudinal welded In spite of the global downturn, which brought on a decrease in demand pipe mill with anticorrosion and smooth internal coating capacity at for pipe products, shipment volumes continued to grow and increased Volzhsky; 5% compared to 2007. • New finishing capacity, including a finishing line for casing at Volzhsky, Of course, we were not left unscathed by the crisis as pipe demand and heat treatment lines at Sinarsky and Volzhsky. in the fourth quarter dropped 35% quarter-on-quarter. However, TMK’s key oil and gas pipe segments showed more resilience than Our long-term goal remains unchanged and consists of completely the industrial segments.
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