Metinvest Annual Report and Accounts 2015 EMBRACING THE NEW REALITY Annual Report and Accounts 2015 STRATEGIC REPORT SUSTAINABILITY REPORT 01 2015 Highlights 46 Human Resources 04 Embracing the New Reality 48 Health and Safety 04 – External Challenges 50 Environment and Communities 08 – Internal Initiatives 10 Chief Executive Officer’s Review FINANCIAL STATEMENTS 16 Business Model 55 Independent Auditor’s Report 18 Strategy 56 Abbreviated Consolidated Balance Sheet 57 Abbreviated Consolidated OPERATIONAL AND FINANCIAL REPORT Income Statement 22 Divisional Review 58 Abbreviated Consolidated Statement 22 – Metallurgical of Comprehensive Income 24 – Mining 59 Abbreviated Consolidated Statement of Cash Flows 26 Financial Review 60 Abbreviated Consolidated Statement of Changes in Equity GOVERNANCE REPORT 61 Notes to the Abbreviated Consolidated 36 Chairman’s Statement Financial Statements – 31 December 2015 38 Corporate Governance 40 Supervisory Board ADDITIONAL INFORMATION 42 Executive Committee 104 Parent Company and Principal Subsidiaries 105 Sales Offices 108 Glossary and Abbreviations We are Metinvest, an international, vertically integrated steel and mining group with assets in Ukraine, Europe and the US. We manage each link of the production chain: from mining iron ore and coal and producing coke to manufacturing value-added steel products. WWW.METINVESTHOLDING.COM Strategic reportStrategic 2015 Highlights In 2015, Eastern Ukraine experienced further turbulence, while Revenues report financial and Operational global benchmark prices for steel and iron ore reached lows not US$6,832M seen in 10 years. Metinvest reconfirmed its ability to navigate -35% rapidly changing situations proactively, as it moved to embrace Revenues declined year-on-year in 2015, the new business reality. driven by the operational challenges in Eastern Ukraine and the bearish demand and prices on global markets for key products. Operational highlights Adjusted EBITDA report Governance ALL STEELMAKERS ARE OPERATIONAL EXTENSIVE RESTORATION AND US$513M In 2015, many of Metinvest’s enterprises in HUMANITARIAN WORK IS UNDER WAY -81% the Donetsk and Luhansk regions experienced As the conflict continued in 2015, several of the In 2015, EBITDA slumped year-on-year, further operational and logistical disruptions key towns and cities in Eastern Ukraine where mainly due to lower revenues (effect of due to direct damage, including damage the Group operates were also seriously affected, US$3,732 million) and impairment of trade to facilities and key railway supply routes, with damage to residential buildings, social receivables of some key customers in the particularly in the first half of the year. Our facilities, transport links, utilities and other Mining division (effect of US$255 million). people worked tirelessly to resolve these quickly infrastructure. We, our employees and local In response, Metinvest tightened cost control and as of the year-end, all of our steelmaking residents have redoubled our efforts to return life and scrutinised all expenses. facilities were producing again. back to normal for our communities, including through targeted social partnership programmes. TECHNOLOGICAL STRATEGY CONTINUES NEW SALES OFFICES ARE OPEN Crude steel production Sustainability report Despite the considerable operational and Given the prevailing conditions on global liquidity issues presented by the new reality, markets for steel and iron ore, Metinvest 7,669KT Metinvest underscored its commitment to considers it more important than ever to -17% its long-term plans in 2015, investing US$76 be able to seize sales opportunities as they Crude steel production fell year-on-year in 2015, million in strategic projects as part of its arise. As part of this, in 2015, we opened amid weak demand in key markets, damage to Technological Strategy. The main priorities were representative sales offices in Spain and some facilities and logistical disruptions in the initiatives that decrease cost and reduce our Poland to extend our reach in Europe, eastern regions of Ukraine, although all of our environmental footprint, while there was an which accounts for around 39% of sales steelmakers were operational again by the additional focus on vital maintenance work. from the Metallurgical division. year-end. RESTRUCTURING TALKS ARE ONGOING SHAREHOLDER STRUCTURE CHANGES Iron ore concentrate production In 2015, as capital markets effectively remained As of 31 December 2015, Metinvest B.V. is closed to most Ukrainian companies, Metinvest owned 71.24% by SCM Cyprus and 23.76% by embarked on a necessary debt restructuring companies of the Smart Group. The remaining 32,208KT Financial statements process with its creditors. We serviced interest and 5% interest in the form of Class C shares has -8% coupon payments on our bank loans and bonds been acquired from the previous owners of In 2015, iron ore concentrate production in full in 2015 and have been doing so partly in Ilyich Group for the benefit of SCM and SMART. dropped year-on-year due to high inventories 2016. At the time of writing, restructuring talks It is the intention of SCM and SMART to dispose in the first quarter, amid logistical constraints, are ongoing with a view to reaching a satisfactory of the said 5% interest in due course (after the equipment issues at Ingulets GOK and lower settlement for all stakeholders, based on the receipt of respective governmental approvals, intragroup consumption. non-binding heads of terms agreed with the if such will be necessary), and in such a manner ad hoc committee of bondholders and the that the ultimate interest of SCM in Metinvest coordinating committee of PXF lenders on B.V. shall be 75% minus one share, and the 24 May 2016. ultimate interest of SMART in Metinvest B.V. shall be 25% plus one share, thus SCM remaining as the controlling shareholder. Note: Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided and percentages may not precisely reflect absolute figures Metinvest 01 Annual Report and Accounts 2015 IN THIS SECTION: 01 2015 Highlights 04 Embracing the New Reality 04 – External Challenges 08 – Internal Initiatives 10 Chief Executive Officer’s Review 16 Business Model 18 Strategy STRATEGIC REPORT As the new reality began to crystallise in 2015, Metinvest moved to embrace it proactively, analysing the external challenges that the business faces and devising internal initiatives to address each one directly. 02 Metinvest Annual Report and Accounts 2015 Strategic reportStrategic Operational and financial report financial and Operational 03 Governance report Governance Sustainability report Financial statements Metinvest Annual Report and Accounts 2015 Embracing the New Reality External Challenges EXTERNAL BUSINESS ENVIRONMENT REMAINS TESTING GLOBAL STEEL MARKET In 2015, prices on the global steel market hit multi-year lows amid excess capacity and factors such as decreasing steel demand in China. This is prompting Chinese producers to boost exports, bringing down prices, pressuring margins and making many steel players focus on production costs. Worldwide apparent consumption of finished year-on-year to US$346 per tonne in 2015, As a result, the country’s steelmakers are steel products equalled 1,500 million tonnes hitting US$265 per tonne in December, turning to overseas markets. Chinese steel in 2015, down 3.0% year-on-year, while global its lowest for the last 12 years. exports have grown sharply since early 2014 crude steel production totalled 1,621 million and rose by 19.9% year-on-year in 2015. tonnes, down 2.9% year-on-year. Excess The key driver of the global steel market is Notably, due to their sheer volume, there is a global steelmaking capacity continues to exert China, which has accounted for nearly half clear inverse relationship between them and pressure on prices. In 2015, the surplus capacity of global steel consumption in recent years, the declining global prices for the metal. At the stood at around 700 million tonnes per year, according to the World Steel Association. In same time, in the fourth quarter of the year, implying a utilisation rate of 70.0%, compared 2015, amid a crisis in the country’s construction China’s steel product exports declined by 4.6% with 73.6% in 2014 and 70.0% in 20131. and property sectors, China’s consumption quarter-on-quarter. This was due to trade of finished steel products declined by 5.4% barriers, weak global demand and export prices In 2015, steel prices reached lows not seen for year-on-year, while its crude steel output fell for key products below the variable cost of more than a decade. The average benchmark by 2.3% year-on-year, the first decrease production for the country’s steelmakers. price for hot-rolled coil decreased by 34.7% in more than three decades. 1 The global steel capacity utilisation ratio is calculated based on monthly figures from the WSA for 66 countries producing more than 98% of the world’s crude steel Global steel market (MT) Steel price vs exports from China Steel market in China (MT) 650 12 822 823 804 1,650 1,670 1,621 735 711 1,534 1,547 1,500 672 550 9 450 6 350 3 2013 2014 2015 Jan 13 Jan 14 Jan 15 Dec 15 2013 2014 2015 Crude steel production HRC price, US$/tonne (LHS) Crude steel production Finished steel consumption Steel product exports from China, MT (RHS) Finished steel consumption Source: World Steel Association Source: Metal Expert hot-rolled coil (HRC) FOB Black Sea, Source: World Steel Association Bloomberg 04 Metinvest Annual Report and Accounts 2015 Strategic reportStrategic GLOBAL IRON ORE MARKET report financial and Operational In 2015, global benchmark prices for iron ore hit their lowest in a decade, as the share of low-cost products in seaborne exports increased and Chinese steel production dropped, exacerbating a glut in the world iron ore market. Global iron ore consumption, including pellets, The trend in iron ore prices has been generally lump and iron ore fines, decreased by 1.4% downwards for several years.