prospectus_2023
prospectus_2023
prospectus_2023
WITHIN THE UNITED KINGDOM, THE PROSPECTUS IS DIRECTED ONLY AT (1) PERSONS
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE “ORDER”) OR (B) WHO ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(a) TO (d) OF THE ORDER OR (C) TO WHOM IT MAY OTHERWISE LAWFULLY BE
DISTRIBUTED IN ACCORDANCE WITH THE ORDER (“RELEVANT PERSONS”). THE
PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN THE UNITED
KINGDOM WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY IN THE UNITED KINGDOM TO WHICH THE PROSPECTUS RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
FOR A MORE COMPLETE DESCRIPTION OF RESTRICTIONS ON OFFERS AND SALES, SEE
“SUBSCRIPTION AND SALE” IN THE PROSPECTUS.
This document (the “Prospectus”) comprises a prospectus for the purposes of the Prospectus Directive
for the purpose of giving information with respect to the Issuer, Evraz and the Notes and which, according to
the particular nature of the Issuer, Evraz and the Notes, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and
Evraz. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information.
THE NOTES ARE OF A SPECIALIST NATURE AND SHOULD ONLY BE BOUGHT AND
TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT
MATTERS. AN INVESTMENT IN THE NOTES IS SPECULATIVE, INVOLVES A HIGH DEGREE OF
RISK AND MAY RESULT IN THE LOSS OF ALL OR PART OF THE INVESTMENT.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
• have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained in this Prospectus;
• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will
have on its overall investment portfolio;
• have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes;
• understand thoroughly the terms of the Notes and be familiar with the behaviour of the relevant
financial markets; and
• be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The Issuer confirms that: (i) this Prospectus contains all information with respect to Evraz and the
Notes that is material in the context of the issue and offering of the Notes; (ii) the statements contained in this
Prospectus relating to Evraz are in every material respect true and accurate and not misleading; (iii) the
opinions, expectations and intentions expressed in this Prospectus with regard to Evraz are honestly held,
have been reached after considering all relevant circumstances and are based on reasonable assumptions;
(iv) there are no other facts in relation to Evraz or the Notes the omission of which would, in the context of
the issue and offering of the Notes, make any statement in this Prospectus misleading in any material respect;
and (v) all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the
accuracy of all such information and statements.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer or Bank
GPB International S.A., Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, J.P. Morgan
Securities plc and VTB Capital plc (the “Joint Lead Managers and Bookrunners”) or the Trustee to
subscribe for or purchase any Notes. The distribution of this Prospectus and the offering of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are
required by the Issuer, the Joint Lead Managers and Bookrunners and the Trustee to inform themselves about
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and to observe any such restrictions. For a description of certain further restrictions on offers, sales and
deliveries of Notes and distribution of this Prospectus and other offering material, see “Subscription and
Sale”.
No person is authorised to provide any information or to make any representation not contained in this
Prospectus, and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer, the Trustee or the Joint Lead Managers and Bookrunners. None of
Evraz’s websites or any other websites referred to herein forms any part of the contents of this Prospectus.
Neither the delivery of this Prospectus nor any offering, sale or delivery of any Note made in
connection herewith shall, under any circumstances, create any implication that the information contained
herein is correct as at any time subsequent to its date nor does it imply that there has been no change in the
affairs of Evraz since the date hereof or the date upon which this Prospectus has been most recently amended
or supplemented or that there has been no adverse change in the financial position of Evraz since the date
hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the
information contained in it or any other information supplied in connection with the Notes is correct as of any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
None of the Issuer, the Trustee, the Joint Lead Managers and Bookrunners or any of their respective
representatives makes any representation to any offeree or purchaser of the Notes offered hereby, regarding
the legality of an investment by such offeree or purchaser under applicable legal, investment or similar laws.
Each investor should consult with its own advisers as to the legal, tax, business, financial and related aspects
of the purchase of the Notes.
Prospective purchasers must comply with all laws that apply to them in any place in which they buy,
offer or sell any Notes or possess this Prospectus. Any consents or approvals that are needed in order to
purchase any Notes must be obtained. The Issuer, the Joint Lead Managers and Bookrunners are not
responsible for compliance with these legal requirements. No representation or warranty is made as to
whether or the extent to which the Notes constitute a legal investment for investors whose investment
authority is subject to legal restrictions, and investors should consult their legal advisers regarding such
matters.
In connection with the issue of the Notes, J.P. Morgan Securities plc (the “Stabilising Manager”) (or
any person acting on behalf of it) may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the Notes is made and, if commenced, may be discontinued at
any time and must be brought to an end no later than the earlier of 30 calendar days after the issue date of the
Notes and 60 calendar days after the date of the allotment of the Notes. Any stabilisation action or over-
allotment must be conducted by the Stabilising Manager (or any person acting on behalf of it) in accordance
with all applicable laws and rules.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY THE JOINT
LEAD MANAGERS AND BOOKRUNNERS OR ANY OF THEIR AFFILIATES OR ANY PERSON
ACTING ON THEIR BEHALF AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION
SET FORTH IN THIS DOCUMENT, AND NOTHING CONTAINED IN THIS DOCUMENT IS, OR
SHALL BE RELIED UPON AS, A PROMISE OR REPRESENTATION, WHETHER AS TO THE PAST OR
THE FUTURE. NONE OF THE JOINT LEAD MANAGERS AND BOOKRUNNERS OR ANY OF THEIR
AFFILIATES OR ANY PERSON ACTING ON THEIR BEHALF ASSUMES ANY RESPONSIBILITY FOR
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THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH IN THIS PROSPECTUS.
EACH PERSON RECEIVING THIS PROSPECTUS ACKNOWLEDGES THAT SUCH PERSON HAS
NOT RELIED ON THE JOINT LEAD MANAGERS AND BOOKRUNNERS OR ANY OF THEIR
AFFILIATES OR ANY PERSON ACTING ON THEIR BEHALF IN CONNECTION WITH ITS
INVESTIGATION OF THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION OR ITS
INVESTMENT DECISION. EACH PERSON CONTEMPLATING MAKING AN INVESTMENT IN THE
NOTES MUST MAKE ITS OWN INVESTIGATION AND ANALYSIS OF THE CREDITWORTHINESS
OF THE ISSUER AND EVRAZ AND ITS OWN DETERMINATION OF THE SUITABILITY OF ANY
SUCH INVESTMENT WITH PARTICULAR REFERENCE TO ITS OWN INVESTMENT OBJECTIVES
AND EXPERIENCE AND ANY OTHER FACTORS WHICH MAY BE RELEVANT TO IT IN
CONNECTION WITH SUCH INVESTMENT.
This Offering is being made in the United States in reliance upon an exemption from registration under
the Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your
purchase, you will be deemed to have made certain acknowledgements, representations, warranties and
agreements that are described in this Prospectus.
This Prospectus is being provided (1) to a limited number of United States investors that the Issuer
reasonably believes to be ‘‘qualified institutional buyers’’ under Rule 144A for informational use solely in
connection with their consideration of the purchase of the Notes and (2) to investors outside the United States
who are not U.S. persons in connection with offshore transactions complying with Rule 903 or Rule 904 of
Regulation S. Prospective investors are hereby notified that the sellers may be relying on the exemption from
the registration requirements of Section 5 of the Securities Act provided by Rule 144A.
The Notes described in this Prospectus have not been registered with, recommended by or approved
by, the United States Securities and Exchange Commission (the “SEC”), any state securities commission in
the United States or any other securities commission or regulatory authority, nor has the SEC, any state
securities commission in the United States or any such securities commission or authority passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence.
This Prospectus is only being distributed to and is only directed at: (i) persons who are outside the
United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (iii) high net worth entities,
and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the
Order; and (iv) persons to whom an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) in connection with the
issue or sale of any securities of the Issuer may otherwise lawfully be communicated or be caused to be
communicated (all such persons together being referred to as “Relevant Persons”). Any investment or
investment activity to which this Prospectus relates is only available to, and the Notes are only available to,
and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged
in only with, Relevant Persons. Any person who is not a relevant person should not act or rely on this
Prospectus or any of its contents, and should return this Prospectus as soon as possible and take no other
action. By accepting receipt of this Prospectus, each recipient is deemed to confirm, represent and warrant to
the Issuer, each Joint Lead Manager and Bookrunner that it is a person to whom this Prospectus can be
lawfully distributed.
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NOTICE TO RUSSIAN FEDERATION INVESTORS
Neither this Prospectus nor the information contained herein is an offer, or an invitation to make offers,
to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian
person or entity, and it does not constitute an advertisement or offering of securities in the Russian Federation
within the meaning of Russian securities laws. Information contained in this Prospectus is not intended for
any persons in the Russian Federation who are not “qualified investors” within the meaning of Article 51.2 of
the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “Russian
QIs”), and must not be distributed or circulated into Russia or made available in Russia to any persons who
are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under
Russian law. The Notes have not been and will not be registered in Russia and are not intended for
“placement” or “public circulation” in Russia (each as defined in Russian securities laws) unless and to the
extent otherwise permitted under Russian law. No person should at any time carry out any activities in breach
of the restrictions set out in “Subscription and Sale—Russian Federation”.
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AVAILABLE INFORMATION
The Issuer has agreed that, for so long as any Notes are “restricted securities” within the meaning of
Rule 144(a)(3) under the Securities Act, it will, during any period in which it is neither subject to Section 13
or 15(d) of the United States Securities Exchange Act of 1934 (the “Exchange Act”) nor exempt from
reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted
securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial
owner or to the Principal Paying Agent (as defined below) for delivery to such holder, beneficial owner or
prospective purchaser, in each case upon the request of such holder, beneficial owner, prospective purchaser
or Principal Paying Agent, the information required to be provided by Rule 144A(d)(4) under the Securities
Act.
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FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus are not historical facts but constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act
which relate to, without limitation, any of Evraz’s plans, financial position, objectives, goals, strategies and
future operations and performance and the assumptions underlying these forward-looking statements.
Forward-looking statements made by Evraz from time to time may contain words such as “aims”,
“anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “forecast”, “guidance”, “intends”,
“may”, “plans”, “potential”, “predict”, “project”, “targets”, “will”, “would” and any similar expressions to
identify forward-looking statements. These forward-looking statements are contained under the headings
“Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, “Business” and elsewhere in this Prospectus, or may be made by Evraz and not included in this
Prospectus and include projections or expectations of revenues, income, loss, earnings per share, dividends,
capital structure or financial items or ratios, among others.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general
and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements
will not be achieved. Prospective investors should be aware that a number of important factors could cause
actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed
in such forward-looking statements. These factors include, but are not limited to:
• worldwide economic conditions, inflation and deflation, monetary conditions and policies of
central banks, interest rates, exchange rates and financial market conditions generally;
• the effects of economic conditions in Russia, including GDP growth, increases or decreases in
inflation or changes to interest rates or foreign exchange rates;
• the effects of domestic Russian and international political events on Evraz’s business;
• the impact of regulatory initiatives including labour laws, taxation, health and safety regulations
and environmental laws adopted by various national and international bodies and governmental
agencies, among others;
• availability of funding in domestic and international capital markets affecting Evraz’s ability to
raise sufficient capital;
• Evraz’s ability to operate its business and carry out its current and future capital expenditure
plans and other obligations;
• Evraz’s ability to adjust its prices to reflect raw material prices and tariffs on gas and rail
transport set by government agencies to reflect changing market conditions;
• acts of war, terrorist acts, geopolitical events, pandemic or other such events, natural and other
disasters, adverse weather and similar events; and
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Forward-looking statements also appear herein in relation to estimates of Evraz’s reserves and
resources and those of certain of its affiliates, which have been derived from reports by the IMC Group
Consulting Ltd. or are attributable to the Federal Agency for Mineral Resources or otherwise. These estimates
reflect a number of assumptions, including future global and domestic pricing for iron ore and coal, expected
taxation levels, the application of Russian law and regulations consistent with Evraz’s expectations and
compliance with certain licence obligations. See “Risk Factors – Risks Relating to Evraz’s Business and
Industry — Estimates of Evraz’s mining reserves are subject to uncertainties”. Evraz may not pursue its
development plans in their current form and there can be no assurance that the results and events
contemplated by the forward-looking statements contained in this Prospectus will, in fact, occur. Prospective
investors should specifically consider the factors identified in this Prospectus which could cause actual results
to differ before making an investment decision.
Additional factors that could cause actual results, performances or achievements to differ materially
include, but are not limited to, those discussed under the heading “Risk Factors”. The forward-looking
statements made by Evraz are only such as of the date of this Prospectus and, except as required by applicable
law, rule or regulation, Evraz expressly disclaims any obligation or undertaking to publicly update or revise
any forward-looking statements in this Prospectus to reflect any change in its expectations or any change in
events, conditions or circumstances on which these forward-looking statements are based. The above list of
important factors is not exhaustive. When relying on forward-looking statements, prospective investors
should carefully consider the aforementioned factors and other uncertainties and events, especially in light of
the political, economic, social and legal environment in which Evraz operates. Such forward-looking
statements speak only as at the date on which they are made and are not subject to any continuing obligations
under any guidelines issued by the Irish Stock Exchange. Evraz does not make any representation, warranty
or prediction that the results anticipated by such forward-looking statements will be achieved, and such
forward-looking statements represent, in each case, only one of many possible scenarios and should not be
viewed as the most likely or standard scenario. Accordingly, prospective purchasers of the Notes should not
place undue reliance on these forward-looking statements.
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ENFORCEABILITY OF JUDGMENTS
The Issuer is a corporation organised under the laws of Luxembourg. All of its officers reside outside
the United States and the United Kingdom. In addition, the majority of the Issuer’s assets and the majority of
the assets of its directors and officers are located outside the United States and the United Kingdom. As a
result, prospective investors may have difficulties effecting service of process in the United States and the
United Kingdom upon the Issuer or its directors and officers or to enforce in the United States or the United
Kingdom courts or outside the United States judgments obtained against them in United States or the United
Kingdom courts or in courts outside the United States, including judgments predicated upon the civil liability
provisions of the United States federal securities laws or the securities laws of any state or territory within the
United States. There is also doubt as to the enforceability in England and Wales, whether by original actions
or by seeking to enforce judgments of United States courts, of claims based on the federal securities laws of
the United States.
The Notes and any non-contractual obligations arising out of or in connection with them are governed
by English law. Additionally, actions in respect of the Notes may be brought in the English courts.
Further, the majority of Evraz’s assets are located in Russia. Judgments rendered by a court in any
jurisdiction outside Russia will generally be recognised by courts in Russia only if: (i) an international treaty
exists between Russia and the country where the judgment was rendered providing for the recognition of
judgments in civil cases; and/or (ii) a federal law of Russia providing for the recognition and enforcement of
foreign court judgments is adopted. No such federal law has been passed, and no such treaty exists, between
Russia, on the one hand, and the United States or the United Kingdom, on the other hand. Evraz is aware of at
least one instance in which Russian courts have recognised and enforced an English court judgment on the
basis of a combination of the principle of reciprocity and the existence of a number of bilateral and
multilateral treaties to which both the United Kingdom and Russia are parties. However, in the absence of
established court practice, it is difficult to predict whether a Russian court will be inclined in any particular
instance to recognise and enforce foreign court judgments (including a judgment of an English court) on these
grounds. Furthermore, Russian courts have limited experience in the enforcement of foreign court judgments.
In Luxembourg, the enforcement of judgments obtained outside of Luxembourg is conditional upon
obtaining an enforcement order in Luxembourg pursuant to Regulation (EC) 1215/2012 or Regulation (EC)
805/2004 or exequatur proceeding pursuant to the Luxembourg New Code of Civil Procedure, as the case
may be. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be
unenforceable in Luxembourg.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Where information in this Prospectus has been sourced from third parties, this information has been
accurately reproduced, and as far as the Issuer is aware and is able to ascertain from the information published
by the aforementioned sources, no facts have been omitted which would render the reproduced information,
data and statistics inaccurate or misleading.
Where information in this Prospectus is based on Evraz’s own information or estimates, this
information has been identified as such.
Market data used in this Prospectus, as well as certain statistics, including statistics in respect of
product sales, volumes of third parties and market share, have been extracted from official and industry
sources and other third-party sources that the Issuer believes to be reliable, such as the Central Bank of the
Russian Federation (the “CBR”), the International Monetary Fund (the “IMF”), Worldsteel, Metal Expert, the
U.S. Geological Survey, the Russian State Mineral Resources Agency (“Rosnedra”) and the Russian Federal
State Statistics Service (“Rosstat”), among others.
The reserve and resources data for Evraz included in this Prospectus has been extracted from (i) a report
by the IMC Group Consulting Ltd. (“IMC”) dated 30 June 2013 (the 2013 Reserves Report”) or from
Evraz’s annual internal reporting as of 31 December 2016 (the “Internal Reserves Data”). Evraz has
calculated the Internal Reserves Data by adjusting the data from the 2013 Reserves Report for (i) mineral
extraction that has occurred in the intervening period since the 2013 Reserves Report was published and (ii)
known, observable changes to the factors effecting the economic model set out in the 2013 Reserves Report.
These new figures are taken as inputs to the models used for the 2013 Reserves Report data and then
recalculated.
In each case, reserves and resources data set out herein is identified as having been extracted from the
2013 Reserves Report or being part of the Internal Reserves Data.
• as of and for the year ended 31 December 2016 has, unless otherwise indicated, been derived from
the audited consolidated financial statements of Evraz as of and for the year ended 31 December
2016 (the “2016 Consolidated Financial Statements”);
• as of and for the year ended 31 December 2015 has, unless otherwise indicated, been derived from
the audited consolidated financial statements of Evraz as of and for the year ended 31 December
2015 (the “2015 Consolidated Financial Statements”); and
• as of and for the year ended 31 December 2014 has, unless otherwise indicated, been derived from
the audited consolidated financial statements of Evraz as of and for the year ended 31 December
2014 (the “2014 Consolidated Financial Statements” and, together with the 2015 Consolidated
Financial Statements and 2016 Consolidated Financial Statements, the “Audited Consolidated
Financial Statements”).
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The Audited Consolidated Financial Statements were prepared in accordance with International
Financial Reporting Standards as adopted by the European Union (“IFRS”) and were audited in accordance
with International Standards on Auditing as adopted for Luxembourg by the European Union.
The Audited Consolidated Financial Statements, together with the related independent auditor’s
reports, are set out in the Appendix to this Prospectus beginning on page F-2 of this Prospectus.
The financial information as of and for the year ended 31 December 2014 included in this Prospectus
are the restated amounts and so have been extracted or derived from the 2016 Consolidated Financial
Statements. As a result, the financial information as of and for the year ended 31 December 2014 presented
herein will conform to the financial information as of and for the year ended 31 December 2014 in the 2016
Consolidated Financial Statements, but will not, where restated, conform in all respects to the 2014
Consolidated Financial Statements or the financial information as of and for the year ended 31 December
2014 included in the 2015 Consolidated Financial Statements.
The financial information as of and for the year ended 31 December 2015 included in this Prospectus
are the restated amounts and so have been extracted or derived from the 2016 Consolidated Financial
Statements. As a result, the financial information as of and for the year ended 31 December 2015 presented
herein will conform to the financial information as of and for the year ended 31 December 2015 in the 2016
Consolidated Financial Statements, but will not, where restated, conform in all respects to the 2015
Consolidated Financial Statements.
In this Prospectus, Evraz uses in the analysis of its business, financial position and results of operations
the following metrics, which it considers constitute Alternative Performance Measures as defined in the
European Securities and Markets Authority Guidelines (“ESMA Guidelines”):
• EBITDA;
• Liquidity;
• Current ratio;
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• Net debt;
• EBITDA does not reflect the impact of financing or financing costs (including interest
income/(expense) and similar items) on Evraz’s operating performance, which can be significant
and could further increase if Evraz were to incur more debt.
• EBITDA does not reflect the impact of income taxes on Evraz’s operating performance.
• EBITDA does not reflect the impact of depreciation, depletion and amortisation on Evraz’s
operating performance. The assets of Evraz’s businesses which are being depreciated and/or
amortised will have to be replaced in the future and such depreciation and amortisation expense
may approximate the cost to replace these assets in the future. EBITDA, due to the exclusion of
this expense, does not reflect Evraz’s future cash requirements for these replacements. EBITDA
also does not reflect the impact of a loss on disposal of property, plant and equipment.
Net debt is not a balance sheet measure under IFRS and should not be considered as an alternative to
other measures of financial position. Evraz uses net debt to provide an assessment of its overall indebtedness,
because it is a commonly used measure in the investment analyst community. However, the use of net debt
effectively assumes that total borrowings can be reduced by cash. It is unlikely that Evraz would use all
available cash to reduce total borrowings all at once, as cash must also be available to pay employees,
suppliers and taxes, and to meet other operating needs and capital expenditure requirements.
Other companies in the industries in which Evraz operates may calculate the APMs differently or may
use each of them for different purposes than the Group, limiting their usefulness as comparative measures.
The Group relies primarily on its operating results as reported under IFRS and uses the APMs only as
supplemental measures. See the Audited Consolidated Financial Statements included elsewhere in this
Prospectus. The APMs are not defined by, or presented in accordance with, IFRS. The APMs are not
measurements of Evraz’s operating performance under IFRS and should not be considered as alternatives to
net profit, cash flows from operating activities or any other measures of performance under IFRS or as
measures of Evraz’s liquidity. In particular, EBITDA should not be considered as a measure of discretionary
cash available to Evraz to invest in the growth of its business.
Currencies
In this Prospectus, all references to the “Canadian dollar” and “CAD” are to the lawful currency of
Canada; all references to “CZK” and “Czech Koruna” are to the lawful currency of the Czech Republic; all
references to the “€”, “EUR” and “Euro” are to the lawful currency of the participating member states of the
European Union that adopted the single currency in accordance with the Treaty of Rome establishing the
European Economic Community, as amended; all references to the “Rand”, “rand” and “ZAR” are to the
lawful currency of South Africa; all references to “RUB” and “Rouble” are to the lawful currency of the
Russian Federation (“Russia”); all references to “Ukrainian Hryvnia” or “UAH” are to the lawful currency
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of Ukraine; and all references to “U.S.$”, “U.S. dollar” and “dollar” are to the lawful currency of the United
States of America.
Evraz’s functional currency varies, depending on the subsidiary (Czech Koruna, Canadian dollar,
Rand, Rouble, Ukrainian Hryvnia, Euro and U.S. dollar). The currency in which its direct costs and other
costs are denominated likewise depends on the subsidiary. However, financial statements are reported in U.S.
dollars. As a result, fluctuations in the value of these currencies and, in particular, the value of the Rouble
against the U.S. dollar may affect these results when translated into U.S. dollars. See “Risk Factors – Risks
Relating to Evraz’s Business and Industry – Currency fluctuations may materially adversely affect Evraz’s
results of operations”.
The following table sets forth, for the periods and dates indicated, certain information regarding the
exchange rate between the Rouble and the U.S. dollar, based on the official exchange rate quoted by the CBR.
Fluctuations in the exchange rates between the Rouble and the U.S. dollar in the past are not necessarily
indicative of fluctuations that may occur in the future. These rates may also differ from the actual rates used in
the preparation of Evraz’s financial statements and other information presented in this Prospectus.
Note:
(1) The average of the exchange rates on each calendar day for the relevant period.
Solely for the convenience of the reader, and except as otherwise stated, this Prospectus contains
translations of some Rouble amounts into U.S. dollars at the average conversion rate for the relevant period as
published by the CBR.
No representation is made that the Rouble amounts referred to in this Prospectus could have been or
could be converted into U.S. dollars at the above exchange rates or at any other rate.
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References
In this Prospectus, all references to “U.S.” are to the United States of America, all references to “U.K.”
are to the United Kingdom and all references to “European Union” are to the European Union and its
member states as of the date of this Prospectus. All references to “CIS” are to the countries that formerly
comprised the Union of Soviet Socialist Republics and that are now members of the Commonwealth of
Independent States: Armenia, Azerbaijan, Belarus, Kazakhstan, Kyrgyzstan, Moldova, Russia, Tajikistan,
Turkmenistan, Ukraine and Uzbekistan.
In this Prospectus, all references to “tonnes” are to metric tonnes, and one metric tonne is equal to one
thousand kilograms.
Rounding
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly, and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
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CONTENTS
Page
OVERVIEW ......................................................................................................................................................16
CAPITALISATION ...........................................................................................................................................53
INDUSTRY .......................................................................................................................................................97
TAXATION .....................................................................................................................................................218
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OVERVIEW
Overview of Evraz
This overview should be read as an introduction to, and is qualified in its entirety by reference to, the
more extensive information contained elsewhere in this Prospectus. This overview may not contain all the
information that prospective investors should consider before deciding to invest in the Notes. Accordingly, any
decision by a prospective investor to invest in the Notes should be based on a consideration of this Prospectus
as a whole. Prospective investors should read this entire Prospectus carefully, including the Audited
Consolidated Financial Statements and related notes and the information set forth under the headings “Risk
Factors” and “Forward Looking Statements”.
Evraz is a globally vertically integrated steel, mining and vanadium business with operations in Russia,
Ukraine, Kazakhstan, North America, the European Union and South Africa. In 2016, Evraz produced 13.5
million tonnes of crude steel and sold 13.5 million tonnes of steel products and pig iron to third parties.
According to Evraz’s estimates, Evraz was the fourth largest crude steel producer by crude steel volume in
Russia in 2016, and the largest manufacturer by volume of long products for the construction and railway
industries in Russia and the CIS in 2016. Evraz also produces significant quantities of iron ore products and
coking coal, most of which are used in its own steelmaking operations. In 2016, Evraz produced 19.7 million
tonnes of iron ore and mined 22.3 million tonnes of coking coal. Evraz is also one of the leading producers of
vanadium globally. In 2016, Evraz produced 12.9 thousand tonnes of ferrovanadium and other finished
vanadium products.
Steel segment includes production of steel and related products at all mills except for those located in
North America. Extraction of vanadium ore and production of vanadium products, iron ore mining and
enrichment and certain energy-generating companies are also included in this segment as they are closely
related to the main process of steel production.
Steel, North America is a segment, which includes production of steel and related products in the USA
and Canada.
Coal segment includes coal mining and enrichment. It also includes operations of Nakhodka Trade Sea
Port as it is used to a significant extent for shipping of products of the coal segment to the Asian markets.
16
• EVRAZ Dneprovsk Metallurgical Plant (formerly known as EVRAZ Dnepropetrovsk
Iron and Steel Works) (“EVRAZ DMP”), an integrated steel mill and coke-chemical
production facility located in Dnepr, Ukraine;
• EVRAZ Sukha Balka ( “ EVRAZ Sukha Balka”), an iron ore mining and processing
complex located in Ukraine;
• EVRAZ Inc. N.A. and EVRAZ Inc. N.A. Canada (together referred as “EVRAZ North
America”), a diversified steel manufacturer in North America, located at multiple sites
in the United States and Canada producing steel and related products in the USA and
Canada.
• Coal segment facilities:
• EVRAZ Nakhodka Trade Sea Port (“EVRAZ NMTP”), one of the largest stevedoring
companies in the Far East of Russia.
• Other operations segment:
17
Evraz is wholly owned by EVRAZ plc, a public limited company incorporated under the laws of
England and Wales and listed on the premium segment of the Official List of the Financial Services Authority
and admitted to trading on the Regulated Market of the London Stock Exchange. For additional information
on EVRAZ plc please see “Principal Shareholders”.
18
Overview of Consolidated Financial and Other Information
The selected consolidated financial information set forth below presents historical consolidated financial
information and other operating information of the Issuer as of 31 December 2016, 2015 and 2014 and for the
years then ended. The selected consolidated financial information has been extracted without material
adjustment from, and should be read in conjunction with, the Audited Consolidated Financial Statements. The
selected consolidated financial information should also be read in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”.
Net loss attributable to equity holders of the parent entity...... (135) (627) (1,194)
Net loss attributable to non-controlling interests .................... 27 (75) (103)
Notes:
(1) Certain amounts shown here have been restated to reflect certain adjustments relating to, among other things, the Mezhegeyugol
acquisition.
(2) Certain amounts shown here have been restated to reflect certain adjustments relating to the Raspadskaya acquisition and, among
other things, adjustments relating to the Mezhegeyugol acquisition.
19
Year ended 31 December
2016 2015(2) 2014(3)
(U.S.$ millions)
General and administration expenses .............................. (196) (231) (356)
Other operating income and expenses, net...................... (99) (403) (165)
Profit/(loss) from operations ........................................ 702 437 1,391
Coal
Revenue(1) ....................................................................... 1,322 1,068 1,318
Cost of revenue(1) ............................................................ (701) (758) (1,053)
Gross profit ................................................................... 621 310 265
Selling and distribution expenses.................................... (54) (50) (46)
General and administration expenses .............................. (46) (54) (89)
Other operating income and expenses, net...................... 54 (299) (465)
Profit/(loss) from operations ........................................ 575 (93) (335)
Other operations
Revenue(1) ....................................................................... 363 433 648
(1) ............................................................
Cost of revenue (278) (322) (519)
Gross profit ................................................................... 85 111 129
Selling and distribution expenses.................................... (65) (94) (87)
General and administration expenses .............................. (5) (6) (9)
Other operating income and expenses, net...................... (1) 4 2
Profit/(loss) from operations ........................................ 14 15 35
Notes:
(1) Segment revenue and cost of revenue include inter-segment sales.
(2) Certain amounts shown here have been restated to reflect certain adjustments relating to, among other things, the Mezhegeyugol
acquisition.
(3) Certain amounts shown here have been restated to reflect certain adjustments relating to the Raspadskaya acquisition and,
among other things, adjustments relating to the Mezhegeyugol acquisition.
20
Consolidated Statement of Financial Position Data
As of 31 December
2016 2015(1) 2014(2)
(U.S.$ millions)
Non-current assets .................................................................. 6,440 6,090 8,052
Current assets.......................................................................... 3,020 2,973 3,460
Equity ..................................................................................... 986 205 1,349
Non-current liabilities ............................................................. 6,425 6,745 6,997
Current liabilities .................................................................... 2,049 2,113 3,166
Notes:
(1) Certain amounts shown here have been restated to reflect certain adjustments relating to, among other things, the Mezhegeyugol
acquisition.
(2) Certain amounts shown here have been restated to reflect certain adjustments relating to the Raspadskaya acquisition and, among
other things, adjustments relating to the Mezhegeyugol acquisition.
21
Overview of the Notes
Interest The Notes will bear interest from and including 20 March 2017
at a rate of 5.375% per annum payable semi-annually in arrear
on 20 March and 20 September in each year.
Form and Denomination The Notes will be issued in registered form, in minimum
denominations of U.S.$200,000 each and integral multiples of
U.S.$1,000 in excess thereof. The Regulation S Notes will be
represented on issue by the Regulation S Global Note
Certificate and the Rule 144A Notes will be represented by the
Rule 144A Global Note Certificates, in each case in registered
form without coupons. The Global Note Certificates will be
exchangeable for Individual Certificates only in the limited
circumstances specified in the Global Note Certificates. No
Individual Certificate will be available in bearer form.
Initial Delivery of Notes On or before the Issue Date, the Regulation S Global Note
Certificate will be deposited with, and registered in the name of
a nominee for, The Bank of New York Mellon, London Branch
as common depositary for Euroclear and Clearstream,
Luxembourg and the Rule 144A Global Note Certificate will be
registered in the name of Cede & Co., and deposited with The
Bank of New York Mellon, New York Branch as custodian for
DTC.
Risk Factors An investment in the Notes involves a high degree of risk. See
“Risk Factors”.
Status of the Notes The Notes are direct, unconditional and unsecured obligations
of the Issuer which rank and will rank pari passu, without any
preference among themselves, with all other outstanding
present and future unsecured and unsubordinated obligations of
22
the Issuer.
Covenants The Terms and Conditions of the Notes (the “Terms and
Conditions”) contain restrictions on certain activities of the
Issuer and certain subsidiaries of the Issuer, including:
(i) limitation on the incurrence of liens;
(ii) limitation on the incurrence of indebtedness;
(iii) limitation on transactions with affiliates;
(iv) limitation on asset sales;
(v) limitation on certain mergers and similar transactions;
(vi) requirements for the maintenance of authorisations,
property and insurance;
(vii) requirements for the payment of taxes and other claims;
(viii) requirement for the provision of certain financial
information;
(ix) restriction on change of line of business; and
(x) limitation on dividend and other payment restrictions
affecting Material Subsidiaries, and an obligation to
declare and pay dividends by Material Subsidiaries.
There are significant exceptions to the requirements contained
in these covenants and certain covenants cease to apply should
the Issuer achieve multiple investment grade ratings. Provided
there has been no Issuer Substitution (as defined below), the
Terms and Conditions permit the Issuer to designate EVRAZ
plc as guarantor of the Notes (the “Designation”) and require
EVRAZ plc to comply with the Terms and Conditions. As a
result of the Designation, EVRAZ plc will become subject to
the Terms and Conditions of the Notes (including the covenants
set out in Condition 4 (Covenants)) and any intercompany
transaction among EVRAZ plc, on the one hand, and the Issuer
and its subsidiaries, on the other, will be treated in the same
manner as transactions among the Issuer and its Subsidiaries
prior to the Designation. After Designation, reports required to
be provided to Noteholders under the Terms and Conditions
will be provided by, and will contain consolidated financial
information of, EVRAZ plc (instead of the Issuer) and the
Leverage Ratio (as defined in the Terms and Conditions) and
other financial measures will be calculated based on the
consolidated financial statements of EVRAZ plc (instead of the
Issuer). The Designation will be subject to conditions, including
meeting a Leverage Ratio test on a pro forma basis giving
effect to the Designation, and that, at the time of the
Designation, the assets and indebtedness of EVRAZ plc on a
stand-alone basis be less than 10% of the consolidated assets
and indebtedness of EVRAZ plc on a consolidated basis. See
23
Condition 4 (Covenants) and Condition 19 (Definitions) for a
further description of the restrictions and definitions set forth
above.
Issuer Substitution The Issuer may, without the consent of the Noteholders, elect
that EVRAZ plc be substituted in its place as issuer (such
substitution, an “Issuer Substitution”), provided the conditions
set out in Condition 3.8 (Substitution of Issuer) are met. Upon
any Issuer Substitution, references to “Issuer” in the Terms and
Conditions of the Notes, the Trust Deed and the Agency
Agreement will be deemed to be to EVRAZ plc rather than the
Issuer. See Condition 3.8 (Substitution of Issuer). If a Rating
Downgrade (as defined in Condition 19 (Definitions)) occurs
within 60 calendar days of an Issuer Substitution, a holder of a
Note will have the option to require the Issuer to redeem such
Note at its principal amount together with accrued and unpaid
interest (if any). See Condition 7.4 (Redemption at the option of
Noteholders upon a Rating Downgrade).
Cross Default The Notes contain a cross-default provision in respect of certain
indebtedness of the Issuer or any Material Subsidiary (as
defined in Condition 19 (Definitions) in excess of U.S.$50
million (or its equivalent in another currency) in the aggregate.
See Condition 10 (Events of Default).
Ratings The Notes are expected to be rated B1 by Moody’s and B+ by
Standard & Poor’s. The Issuer has been rated BB- (negative) by
Fitch, Ba3 (negative) by Moody’s and BB- (stable) by Standard
& Poor’s.
A rating is not a recommendation to buy, sell or hold securities
and may be subject to revision, suspension or withdrawal at any
time by the assigning rating agency. The ratings do not address
the likelihood that the principal of the Notes will be prepaid or
paid on a particular date before the legal final maturity date of
the Notes. The ratings do not address the marketability of the
Notes or any market price. Any change in the credit ratings of
the Notes could adversely affect the price that a subsequent
purchaser would be willing to pay for the Notes. The
significance of each rating should be analysed independently
from any other rating.
Each of Fitch, Moody’s and Standard & Poor’s is a credit rating
agency established and operating in the European Community
prior to 7 June 2010 and registered under the CRA Regulation.
Redemption at Make Whole The Issuer may redeem the Notes, in whole or in part, at a
redemption price equal to 100% of the principal amount of the
Notes plus the Applicable Premium as of, plus accrued and
unpaid interest to, the redemption date. See Condition 7.3
(Redemption at Make-Whole).
24
Redemption for Taxation Reasons The Issuer may redeem the Notes, in whole but not in part, at
their principal amount together with interest accrued to but
excluding the date of redemption in the event of certain
changes in taxation by a Relevant Jurisdiction. See
Condition 7.2 (Redemption for Taxation Reasons).
Redemption at the option of If a Rating Downgrade occurs following an Issuer Substitution,
Noteholders following a Rating the holder of a Note will have the option to require the Issuer to
Downgrade redeem such Note at 100% of its principal amount together
with accrued and unpaid interest (if any). See Condition 7.4
(Redemption at the option of Noteholders upon a Rating
Downgrade).
Taxation Except as set forth herein, payments in respect of the Notes will
be made without any deduction or withholding for or on
account of taxes of any Relevant Jurisdiction.
ERISA In general, subject to certain conditions, Benefit Plan Investors
(as defined in “ERISA and Certain Other United States
Considerations”) will be eligible to purchase (or hold an
interest in) the Notes. See “ERISA and Certain Other United
States Considerations”.
Listing Application has been made to the Irish Stock Exchange for the
Notes to be admitted to the Official List and trading on the
Main Securities Market. The Main Securities Market is a
regulated market for the purposes of the Markets in Financial
Instruments Directive.
Selling Restrictions United Kingdom, United States and Russian Federation. See
“Subscription and Sale”.
Governing Law and Jurisdiction The Notes, the Trust Deed and the Agency Agreement (as
defined below) and any non-contractual obligations arising out
of or in relation to the Notes, the Trust Deed and the Agency
Agreement are governed by English law and contain provisions
for disputes to be referred to the English courts. The provisions
of articles 84 to 94-8 of the Luxembourg law of 10 August
1915 on commercial companies, as amended, are excluded.
Use of Proceeds The net proceeds to Evraz from the Offering of the Notes are
expected to be approximately U.S.$745,000,000, and Evraz
intends to use these net proceeds to refinance existing
indebtedness, as described in “Use of Proceeds”.
Security Codes Regulation S
ISIN: XS1533915721
Common Code: 153391572
CFI Code: DYFXXR
Rule 144A
ISIN: US30050AAG85
Common Code: 111731110
25
CUSIP: 30050A AG8
Clearing Euroclear and Clearstream, Luxembourg (in the case of the
Regulation S Notes) and DTC (in the case of the Rule 144A
Notes).
Yield The annual yield of the Notes when issued is 5.375%.
26
RISK FACTORS
An investment in the Notes involves a high degree of risk. Prospective investors in the Notes
should carefully consider the risks described below and the other information contained in this Prospectus
before making a decision to invest in the Notes. Any of the following risks, individually or together, could
adversely affect Evraz’s business, financial condition and results of operations, and accordingly the value of
the Notes.
This section describes the risks and uncertainties that Evraz’s management believes are material, but
these risks and uncertainties may not be the only ones that Evraz faces. Additional risks and uncertainties,
including those that Evraz’s management currently does not know about or deems immaterial, may also
result in decreased revenues, assets and cash inflows, increased expenses, liabilities or cash outflows, or
other events that could result in a decline in the value of the Notes, or which could have a material adverse
effect on Evraz’s business, financial condition, results of operations and prospects. The order in which
the risks are presented does not necessarily reflect the likelihood of their occurrence or the magnitude of
their potential impact on Evraz’s business, financial condition, results of operations and prospects or on the
trading price of the Notes.
Evraz’s business is dependent on the global economic environment as the steel, mining and
vanadium businesses are cyclical, and any local or global downturn in the markets for these
products may have an adverse effect on Evraz’s results of operations and financial condition.
Evraz’s primary products, steel, coal, iron ore and vanadium, are subject to cyclical market conditions.
The steel industry is cyclical because the major industries in which the majority of its steel customers
operate, and particularly the construction industry, are themselves cyclical and sensitive to changes in
general economic conditions. The demand for steel products is thus generally correlated with
macroeconomic fluctuations in the economies in which steel producers sell products, which are, in turn,
affected by global economic conditions. Coal and iron ore are subject to similar cyclical fluctuations, as is
vanadium. Moreover, as Evraz’s primary products are sold to similar markets, there is a high degree of
correlation between the cyclicality of each product. The prices of these commodities, and of Evraz’s steel
products, more generally, are influenced by many factors, including demand, worldwide production
capacity, capacity utilisation rates, raw material costs, exchange rates and trade barriers.
Both demand for and global production capacity of, and, as a result, the price of, these commodities
and Evraz’s steel products have been heavily influenced by the emerging markets, particularly China and
India. For example, China is the largest global steel producer, and the balance between its domestic
production and consumption has been an important driver of steel prices globally. Since 2011, steel prices
have experienced downward pressure due to a combination of factors, including a slowdown of steel demand
in China following a peak in demand in 2013, problems of global production overcapacity in the industry and
the continuing increases in seaborne iron ore supplies from the global producers. In 2014 and 2015, demand
for steel continued to decline as a result of slower economic growth in many regions, particularly China,
which, in turn, led to downward pressure on global prices. In 2016, in spite of continuing decreasing demand
for steel in Russia and North America, developments in China (primarily, steady to increasing demand, the
Chinese government’s stimulus program and cuts in Chinese steel production capacity) as well as rising
prices of raw materials and consolidation trends across the global steel industry resulted in a slight increase in
steel prices accompanied by a high degree of volatility. Current market conditions are highly dependent on
balancing the existing overcapacity and regional economic growth.
27
Additionally, concerns over declining growth rates of the Chinese economy, which for a number of
years has been one of the main drivers in the mining and steel industries, may adversely affect the demand
for Evraz’s primary products. All of these developments as well as a lack of, or mediocre, economic
growth or recessions in other regions, in particular Europe and the United States, may cause steel prices to
continue to decline. A sustainable weakness in sectors of the economy that are substantial consumers of steel
products in particular could adversely affect Evraz’s business.
In the future, the prices for the commodities that Evraz sells may experience significant fluctuations
as a result of these and other factors, many of which are beyond Evraz’s control and any of which could have
a material adverse effect on Evraz’s business, financial condition, results of operations and future prospects.
The global economy is generally subject to a number of uncertainties, including mounting government
deficits, discontinuation of certain government stimulus programmes, deflation in certain markets, continuing
high levels of unemployment, or an economic slowdown resulting from the exit of the UK from the European
Union (“Brexit”). See “Risk Factors — Economic and political uncertainty, particularly in Europe, may
impact Evraz’s business”. If global economic conditions deteriorate or a similar economic contraction were to
reoccur in any of Evraz’s key geographic markets, the resulting contraction in demand for many of Evraz’s
products and the tightening of the credit markets could have a material adverse effect on Evraz’s business,
financial condition, results of operations and future prospects. See “Industry”.
The majority of Evraz’s operations are dependent on the Russian and North American markets, and,
in particular, on the Russian construction and infrastructure industry. An overall economic
decline in either of these regions or industries could have a material adverse effect on Evraz’s
business, financial condition and results of operations.
Evraz derived approximately 40%, 35% and 40% of its revenue in 2016, 2015 and 2014, respectively,
from sales to customers in Russia and 22%, 27% and 25% of its revenue in 2016, 2015 and 2014,
respectively, from sales to customers in North America. The overall success of Evraz’s operations, therefore,
is closely tied to the economic prosperity, stability and demand for its products from these two regions. The
economies of these two regions can be volatile and unpredictable. The Russian economy, for example, has
experienced significantly fluctuating growth rates over the past two decades. In 2009, the effect of the global
economic and financial crisis resulted in Russia’s real GDP declining by 7.8% and industrial production
declining by 10.3% according to the World Bank. In the same year, the United States posted a real GDP
decline of 2.8% and its industrial production declined by 6.1% according to the World Bank. With the
gradual global recovery in the following years, Russia’s real GDP increased by 3.5% in 2012, with the growth
slowing to 1.3% in 2013 and 0.7% in 2014 according to the World Bank. According to the estimates of the
World Bank, Russia’s real GDP contracted by 3.7% in 2015 and is projected to contract further by 0.7% in
2016. During the same period, the United States’ real GDP rose by 2.2% in 2012, 1.7% in 2013, 2.4% in 2014
and 2.6% in 2015 according to the World Bank. The World Bank forecasts that the United States economy
will grow by 2.7% in 2016.
Evraz’s primary market in Russia is the construction industry, which is particularly vulnerable to
general economic downturns, leaving Evraz exposed to such downturns. Any further significant decrease in
demand for steel products or decline in the price of these products, particularly in Russia or in North America,
could result in significantly reduced revenue, thereby materially adversely affecting Evraz’s business,
financial condition, results of operations and future prospects.
Changes in the price or supply of raw materials may cause Evraz’s financial results to vary, which
could have a material adverse effect on its results of operations.
Evraz requires substantial amounts of raw materials in the steel production process, including coal,
iron ore and scrap. Although Evraz is a vertically integrated business, with the potential to supply its steel-
producing subsidiaries’ requirements to a significant extent with iron ore and coal from its own mining
28
reserves, Evraz still buys significant amounts of raw materials, including iron ore, coal and scrap, in Russia
and North America, from third parties due to price, location and grade considerations. The price and/or
availability of such raw materials may be negatively affected by a number of factors largely beyond Evraz’s
control, including increases in demand for such materials, interruptions in production by suppliers,
supplier allocation to other purchasers and transportation costs. In addition, Evraz’s operations require
substantial amounts of other raw materials and energy, including various types of limestone, alloys,
refractories, oxygen, fuel, electricity and natural gas, the price and availability of which are also subject to
market conditions. Evraz may not be able to adjust its prices to recover the costs of increases in the prices of
such raw materials. Any significant change in the prices or supply of these raw materials could have a
material adverse effect on Evraz’s business, financial condition, results of operations and future prospects.
The steel and mining industry is highly competitive and Evraz may not be able to compete
successfully against other major international steel producers and mining companies.
The markets for steel and steel products, as well as for mining products, are highly competitive.
Evraz’s competitors include major international steel producers and mining companies, as well as other
Russian steel and mining producers. A number of Evraz’s Russian competitors have undertaken
modernisation and expansion plans, which may make them more efficient, allow them to develop new
products and/or decrease their prices. Evraz also faces price-based competition from steel and mining
producers in other emerging markets countries. Competitors may have advantages in terms of location and
transportation routes. Evraz’s competitive position may also be affected by the general trend towards
consolidation in the steel industry. ArcelorMittal and other international steel companies that have more
extensive global operations than Evraz may also have greater financial resources. Moreover, the steel
industry has historically suffered from production overcapacity. The highly competitive nature of the
industry, combined with periodic excess production capacity for some steel products, has exerted, and may in
the future exert, downward pressure on the prices of certain of Evraz’s products. There can be no assurance
that Evraz will be able to compete effectively in the future due to these factors. Failure by Evraz to
compete effectively for any of these reasons could have a material adverse effect on Evraz’s business,
financial condition, results of operations and future prospects.
Equipment failures or other hazards, particularly in Evraz’s mining operations, could lead to
unexpected production delays, reduced sales, increased costs, damage to property or injury or death to
persons.
Despite the safety initiatives and internal control procedures implemented by Evraz, the manufacturing
processes of all steel producers and mine operators depend on critical pieces of equipment, which may, on
occasion, go out of service unexpectedly as a result of failures, unplanned maintenance or otherwise.
Evraz’s steel manufacturing processes depend on critical pieces of steelmaking equipment, such as furnaces,
continuous casters and rolling equipment, and electrical equipment, such as transformers. This equipment
could be damaged or malfunction. In the event of equipment failure or damage to its facilities, Evraz
may experience loss of revenue or customers due to material plant shutdowns or periods of reduced
production and may require large capital expenditures to repair or replace faulty machinery or to repair
damaged facilities. In addition, the mining business involves a number of other risks and hazards normally
associated with the exploration, development and production of natural resources, any of which could result
in production shortfalls or damage to persons or property. In particular, hazards associated with Evraz’s
open-pit mining operations include flooding of the open pit, collapses of the open-pit wall, accidents
related to the operation of large open-pit mining and rock transportation equipment, accidents related to the
preparation and ignition of large-scale openpit blasting operations, production disruptions due to weather
and hazards related to the disposal of mineralised wastewater, such as groundwater and waterway
contamination. Hazards associated with Evraz’s underground mining operations include: underground fires
and explosions, including those caused by flammable gas; cave-ins or ground falls; discharge of gases;
29
flooding; sinkhole formation and ground subsidence; and other accidents and conditions resulting from
drilling, blasting and removing and processing material from an underground mine. If any of these hazards
or accidents results in significant injury to employees and/or damage to equipment or other property, Evraz
may experience unexpected production delays, increased production costs and increased capital expenditures
to repair or replace equipment or property, as well as claims from affected employees or their survivors and
environmental and other authorities for any alleged breaches of applicable laws or regulations. For example,
in May 2010, a methane gas explosion occurred at Raspadskaya, which was not part of Evraz at that time,
killing 91 miners and rescuers. Operations at the mine were halted as a result of the explosion and the
mine, while currently operational, is yet to be fully restored. In March 2013, a mine shaft flooded at
Yuzhkuzbassugol’s Osinnikovskaya mine, killing four miners and resulting in the temporary closure of the
mine. Any such disruptions to mining, delays and costs could have a material adverse effect on Evraz’s
business, financial condition, results of operations and future prospects.
The ongoing armed conflict in Eastern Ukraine and the international reaction to Russia’s actions in
the Crimean region, which resulted in the imposition of sanctions, could further materially adversely
affect the economic environment in Russia, including Evraz’s business, financial condition, results of
operations and future prospects, and create significant political and economic uncertainty.
The continuing significant civil and political crisis in Ukraine and the armed conflict in Eastern
Ukraine have affected Russia’s relations with the European Union, the U.S. and certain other countries
(including Canada, Australia and Norway). In March 2014, a referendum on the status of Crimea was held
which resulted in a majority of votes in favour of seceding from Ukraine and joining the Russian Federation
as a federal constituent entity. On 18 March 2014, Russia and Crimea signed an agreement on the accession of
the Republic of Crimea to the Russian Federation. On 21 March 2014, the Russian parliament passed
legislation extending the effect of Russian laws and operation of governmental authorities to the territory of
Crimea.
The events in Ukraine and Crimea have brought about a negative reaction from the European Union,
the U.S. and certain other countries (including Canada, Australia and Norway). A number of countries
imposed various sanctions against Russia and refused to recognise the referendum in Crimea as legal. The
U.S. and the European Union have imposed sanctions on a number of Russian officials and individuals,
former Ukrainian officials, and several Russian companies, banks and businessmen, with the consequences
that entities and individuals in the U.S. and European Union cannot do business with them or provide funds or
economic resources to them, with assets in the relevant sanctioning jurisdictions subject to seizure and the
individuals to visa bans. In addition, the U.S. and European Union have applied “sectoral” sanctions, whose
principal consequences are that several leading Russian banks have been restricted from accessing Western
capital. Similar sanctions have been imposed on companies in the oil and gas sector and on military defence
companies. The current sanction regime is a result of multiple extensions by the U.S. and European Union in
the term and scope of sanctions, the most recent of which was given effect in December 2016. The U.S.
executive order implementing sectoral sanctions also permits sanctions to be applied against companies in the
metals and mining sectors.
The reaction of Western countries to the events in Eastern Ukraine and Crimea, in particular the
economic sanctions described above, has adversely affected the Russian economy and Russia’s financial
markets, increased the cost of capital and capital outflows, and worsened the investment climate in Russia. In
the course of 2014 and 2015, each of Standard & Poor’s, Moody’s and Fitch downgraded the Russian
sovereign rating, Standard & Poor’s lowered Russia’s long-term foreign currency sovereign bond rating to
“BB+” with negative outlook in January 2015, Moody’s cut its sovereign rating for the Russian Federation to
Ba1 with negative outlook in February 2015 and Fitch downgraded Russia’s long-term foreign and local
currency rating to “BBB-” with negative outlook in January 2015, resulting in two out of three ratings of the
30
big three rating agencies falling below investment grade. In September and October of 2016 respectively,
Standard & Poor’s and Fitch revised their ratings outlook to “stable”.
Evraz is currently not subject to any sanctions introduced by the U.S. or the European Union. The
Issuer is an EU entity and Evraz has a number of operating subsidiaries based in the U.S. and/or the European
Union and the Issuer and its respective subsidiaries as well as their directors, officers and employees are
required to observe the applicable EU or U.S. laws, including those with regard to the sanctions programmes.
None of the proceeds of the issue of the Notes will be used to fund activities or persons that are subject
to sanctions introduced by the U.S. and the EU, in violation of such sanctions.
As Evraz’s main production assets are located in the Russian Federation, if sanctions were to be
expanded to the metals and mining sector, such expansion could cause difficulties in (i) the implementation of
investment and maintenance projects involving supplies of imported equipment and (ii) raising funds on the
EU and U.S. markets. Potential risks include the failure to implement executed contracts and an inability to
execute new contracts for the supply of equipment, machines, components and spare parts manufactured in
Western countries. In addition, U.S./EU sanctions could apply to the Issuer, its U.S. or EU-based subsidiaries
and affiliates, U.S. and EU directors, officers and employees of Evraz and its subsidiaries, meaning such
companies’ operations could potentially be hindered or, in the worst case, halted and the individuals could not
continue their business with the sanctioned organisations or enter into transactions to which sanctions apply.
The impact of any escalation in tensions between Russia and Ukraine could negatively affect the
Russian economy. This, in turn, could result in a general lack of confidence among international investors in
the region’s economic and political stability and in Russian investments generally. Such a lack of confidence
could result in reduced liquidity, trading volatility and significant declines in the price of listed securities of
companies with significant operations in Russia, and in Evraz’s inability to raise debt or equity capital in the
international capital markets, which may materially adversely affect its business, financial condition, results
of operations and prospects. See “Risk Factors — Evraz’s ability to raise financing to finance its investment
and maintenance plans or to refinance its existing debt may be limited”.
The conflict in Ukraine is ongoing and could continue or escalate, which may result in further
strengthening and broadening of the sanctions against Russian persons. An introduction of sanctions targeting
metals and mining companies, Evraz specifically, or a broader segment of the Russian economy could
interfere with Evraz’s operations, which may have a material adverse effect on Evraz’s business, financial
condition, results of operations and future prospects, including Evraz’s ability to conduct business with its
customers, suppliers, agents and other third parties, including the Trustee, as well as Evraz’s ability to service
its payments under its debt obligations (including the Notes) or the trading price of the Notes or its other
bonds.
31
conducted, and whether the United Kingdom’s exit will increase the likelihood of other countries also
departing the European Union.
The referendum has also given rise to calls for the governments of other European Union member
states to consider withdrawal. In certain parts of the European Union, candidates from opposition parties are
gaining popularity and the upcoming elections in Germany, France and The Netherlands may cause further
uncertainty and instability on the financial markets. In addition, policy positions taken by the new U.S.
presidential administration may result in turbulence in the financial markets and lead to greater uncertainty
regarding the status of trade relations between the U.S. and some of its largest trade partners, including the
U.S.’s existing trade agreements. Such developments could also lead to an increase of the already high level
of protectionism globally, including in the steel industry. The worsening of trade relations between certain of
the larger global economies could have a knock-on effect on global trade generally and the broader economic
environment.
Furthermore, financial markets and the supply of credit are likely to continue to be impacted by
concerns surrounding the sovereign debts of Greece and potentially other European Union countries, the
possibility of further credit rating downgrades of, or defaults on, such sovereign debt, concerns about a
slowdown in growth in certain economies and uncertainties regarding the stability and overall standing of the
European Monetary Union. Governments have implemented various measures to respond to such risks but
their actual impact is difficult to predict. If the Eurozone debt crisis is not resolved, one or more countries
may default on their debt, resulting in unpredictable market volatility. In addition, the departure of one or
more countries from the European Monetary Union may result in the imposition of, among other things,
exchange controls and mandatory payment laws.
These political and financial events give rise to risks that are beyond Evraz’s control and their nature
and impact are difficult to predict. Some of Evraz’s customers are located in the European Union and certain
of Evraz’s operating subsidiaries as well as the Issuer are located within the EU, and to the extent that the
economic conditions in the European Union worsen or that political and regulatory conditions globally
become increasingly uncertain, a decline in demand for Evraz’s products and/or increased costs associated
with complying with uncertain and changing regulatory requirements could have a material adverse effect on
Evraz’s business, financial condition, prospects or results of operations and the trading price of the Notes.
Evraz’s ability to raise financing to finance its investment and maintenance plans or to refinance its
existing debt may be limited.
Evraz, like other steel and mining companies, has ongoing operations requiring regular maintenance as
well as investments to increase or support the current levels of production. Likewise, Evraz has incurred a
significant amount of debt in order to finance its capital expenditures, acquisitions or for other purposes.
Funding the investment and maintenance projects and refinancing the debt may be done from resources
generated from operating activities or may require raising financing from external sources, such as capital and
banking markets. There can be no assurance, however, that the external sources of financing may be available
or available at an acceptable cost. A market reaction similar to that which occurred in the global financial
crisis may occur in the future and adversely impact the ability of companies such as Evraz to borrow from
banks or obtain financing through capital markets and may increase the cost of such borrowing or financing.
Moreover, any escalation of geopolitical tensions in general or the Ukrainian conflict in particular could result
in either a lack of liquidity or confidence by investors in the international markets, limiting Evraz’s ability to
raise or refinance debt. In addition, any extension of existing sanctions programmes against Russia or the
introduction of new sanctions may severely limit or shut down access to external financing for it. See “Risk
Factors — The ongoing armed conflict in Eastern Ukraine and the international reaction to Russia’s actions
in the Crimean region, which resulted in the imposition of sanctions, could further materially adversely affect
the economic environment in Russia, including Evraz’s business, financial condition, results of operations
and future prospects, and create significant political and economic uncertainty”.
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During the last review Moody’s and Standard & Poor’s affirmed Evraz’s Ba3 (negative) and BB-
(negative) ratings in May 2016, respectively, (though Standard & Poor’s recently adjusted Evraz’s outlook to
“stable”) and Fitch affirmed Evraz’s BB- (negative) rating in September 2016, it cannot be excluded that in
the future, due to the factors and circumstances detailed above and/or further internal considerations by the
rating agencies, negative rating actions may be taken against Evraz thus restricting its ability to raise funds on
reasonable terms or at all.
Actual production results may differ significantly from reserves estimates. It may take many years
from the initial phase of drilling and exploration before production is possible. During that time, the
economic feasibility of exploiting a discovery may change as a result of changes in the market price of iron
ore or coal. In addition, some of Evraz’s mining reserves have not yet been evaluated in accordance with
international methodologies. Furthermore, as the estimates of Evraz’s iron ore and coal reserves reported in
this Prospectus other than data extracted from the 2013 Reserves Report have not been independently
evaluated, there can be no assurance that either the estimates in the 2013 Reserves Report or set out in the
Internal Reserves Data are correct or, if Evraz were to commission an independent reserves report in the
future, which it has done on an irregular basis from time to time and may continue to do so in the future, that
such a report would not have material variances from the Internal Reserves Data or the 2013 Reserves Report.
If a material amount of Evraz’s iron ore and coal reserves were to have been incorrectly estimated or
prove uneconomic to exploit in the future, Evraz would have to reduce the value of its reserves, which in turn
could have a material adverse effect on Evraz’s business ability to supply its steel making operations with its
own raw materials and its financial condition, results of operations and future prospects.
Incomplete, unreliable or inaccurate official data and statistics could create uncertainty.
Evraz relies on, and this Prospectus refers to, information and statistics from various third-party
sources and internal estimates. The accuracy of such statistical information has not been separately verified
and no assurance can be given that any such information, where it differs from that provided by other
sources, is more accurate or reliable. Where specified, certain statistical information has been estimated based
on information currently available and should not be relied upon as definitive or final. Such information
may be subject to future adjustment. In addition, in certain cases, the information is not available for recent
periods and, accordingly, such information has not been updated. Any relevant information for past periods
should not be viewed as indicative of current circumstances or periods not presented and there can be no
assurance that statistics derived from third-party sources are true and accurate in all material respects.
Evraz’s licences may be suspended, amended or terminated prior to the end of their terms or may not
be renewed.
Evraz’s business depends on the issuance, validity and renewal of its licences, including subsoil
licences for its global mining operations. Evraz currently conducts its mining operations under licences that
expire over time. Regulatory authorities exercise considerable discretion when issuing licences and when
renewing and monitoring licensees’ compliance with licence terms. The continued validity and extension of
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these licences are conditional upon Evraz’s compliance with their terms, which generally include obligations
to restore the mined land, maintain a certain level of production, implement certain investment
commitments, recruit qualified personnel, maintain necessary equipment and a system of quality control,
comply with environmental laws and periodically submit information to licensing authorities. Evraz’s
failure to comply with any of these conditions could result in the suspension, amendment, termination or
non-renewal of a mining licence or could compel Evraz to incur substantial costs in eliminating or remedying
violations. If Evraz is unable to obtain, maintain or renew necessary licences or is only able to obtain or renew
them with newly introduced material restrictions, it may be unable to operate its business as in the past and
may be unable to fully exploit its reserves, and its business, results of operations and future prospects
could be materially adversely affected.
Evraz is leveraged and is required to meet certain financial and other restrictive covenants under the
terms of its indebtedness.
Evraz is a leveraged company with a significant amount of loans and borrowings. Short-term and
long-term loans and borrowings as of 31 December 2016, 31 December 2015 and as of 31 December 2014
amounted to U.S.$5,894 million, U.S.$6,347 million and U.S.$6,231 million, respectively. Cash and cash
equivalents as of 31 December 2016, 31 December 2015 and as of 31 December 2014 amounted to
U.S.$1,155 million, U.S.$1,359 million and U.S.$1,049 million, respectively. The contractual terms
associated with certain loans and borrowings contain various covenants in respect of the activities of
Evraz. These covenants impose restrictions in respect of certain transactions and Evraz is required to meet
certain financial ratios, including restrictions in respect of its indebtedness.
Although Evraz is currently in compliance with its financial covenants, there can be no assurance
that Evraz will continue to comply with such covenants in the future. Evraz’s continued compliance with
these covenants depends on a number of factors, some of which are outside of Evraz’s control. In the first half
of 2016, Evraz agreed with its lenders amendments to certain of its credit facilities, whereby the testing of
financial ratios was suspended for three semi-annual testing periods starting on 30 June 2016, subject to
Evraz’s compliance with certain additional restrictions on indebtedness and dividends.
More generally, Evraz’s current or future indebtedness and other contractual commitments related to
such indebtedness may adversely affect its ability to raise additional capital at an acceptable cost in order to
fund the entirety of its budgeted growth over the long term or limit its ability to react to changes in the
economy or industry or prevent it from meeting its obligations under the Notes and its other indebtedness,
and otherwise adversely affect the results of operations, financial condition and future prospects. In
addition, Evraz may need to reprioritise the uses to which its capital is put to the potential detriment of
Evraz’s business needs, which, depending on the level of Evraz’s earnings, borrowings, prevailing interest
rates and exchange rate fluctuations, could result in reduced funds being available for capital expenditures,
acquisitions and other general corporate purposes, which may have a material adverse effect on Evraz’s
business, financial condition, results of operations and future prospects.
An increase in existing trade barriers or the imposition of new trade barriers in Evraz’s principal
export markets or the imposition of export tariffs on steel producers by the Russian government
could cause a significant decrease in the demand for its products in those markets.
Some of the products of Evraz’s Russian operations are subject to trade barriers, such as anti -
dumping duties, tariffs and quotas. These trade barriers affect the demand for Evraz’s products by
effectively increasing the prices for those products compared to domestically available products. For
example, Evraz’s imports of certain raw materials for the production of ferrovanadium into the United States
from Russia were the subject of an inquiry by the United States Department of Commerce as to whether
or not this circumvented certain rules which impose duties on the import of ferrovanadium from Russia.
In August 2012, a final ruling in favour of Evraz was handed down by the Department of Commerce,
34
allowing Evraz to continue these imports. Other goods that Evraz produces for export or other semi-finished
goods which it exports to other countries for further refinement by other business units could conceivably
face similar inquiries or trade barriers and Evraz’s responses to such trade barriers could, in turn, increase its
cost of production for ferrovanadium. An increase in existing trade barriers, or the imposition of new trade
barriers, could cause a significant decrease in the demand for Evraz’s products in its principal export
markets, which could have a material adverse effect on Evraz’s business, financial condition, results of
operations and future prospects.
The Russian government has, from time to time, considered adopting export tariffs on certain
steel products, potentially including products produced by Evraz. Certain of Evraz’s major customers, as
well as other major consumers of steel products, have presented, and may in the future present, to the
Russian government, initiatives to introduce such export duties in order to affect the pricing of steel products
in the domestic market. No decision has been announced to this effect. However, any such export tariffs
imposed by the Russian Government in the future could have a material adverse effect on Evraz’s business,
results of operations, financial condition and future prospects.
Environmental, health and safety regulations, standards and expectations evolve over time and
additional or stricter rules and regulations may significantly increase Evraz’s cost of compliance.
Evraz’s steel mills and mining operations involve potential environmental consequences, including
generation of pollutants and storage and disposal of wastes and other hazardous materials. Evraz’s
operations generate significant amounts of pollutants and waste, some of which are hazardous, such as
sulphur oxide, sulphuric acid, organic compounds and multi-component sludges containing heavy metals
(chrome, copper, nickel and zinc). The discharge, storage and disposal of such hazardous waste are subject
to environmental regulations, including some that require the clean-up of contamination and reclamation.
Pollution risks are often challenging to characterise precisely and any related clean-up cost estimates are
often subjective and made on the basis of certain assumptions. Evraz’s operations are also associated with
the emission of carbon dioxide and other “greenhouse gases”. The Paris Agreement under the United
Nations Framework Convention on Climate Change (UNFCCC) that aims to limit greenhouse gas
emissions may result in the introduction of additional regulations in the future and may have an adverse
impact on Evraz’s operations. Russia is a signatory to the Paris Agreement and a plan for its ratification in
Russia is currently under development. According to a Decree of the Russian Government dated 2 April 2014,
Russian companies will be obliged to report on their greenhouse gas emissions to the state authorities starting
in 2017. A draft bill amending the Federal Law No. 7-FZ “On the Protection of the Environment” is under
parliamentary review which will, among other things, establish certain requirements regarding the level of
greenhouse gas emissions.
In addition, there is a risk that governments in emerging markets countries in which Evraz operates,
such as Russia and Ukraine, may introduce stricter environmental legislation or regulations. Continuation of
the global trend towards stricter laws and regulations may result in significant increases in the cost of
complying with (or failing to comply with) such environmental rules and regulations and could have a
material adverse effect on Evraz’s business, financial condition, results of operations and future prospects.
Evraz is also subject to health and safety laws, regulations and standards, including workplace health and
safety requirements.
Evraz’s compliance with these environmental, health and safety laws and regulations necessitates a
commitment of significant financial resources. These laws and regulations may allow governmental
authorities and private parties to bring lawsuits based upon damages to property and injury to persons
resulting from environmental, health and safety incidents and other impacts of Evraz’s past and current
operations, as well as the operations of previous owners of Evraz’s assets, and could lead to the
imposition of substantial fines, penalties, other civil or criminal sanctions, the curtailment or cessation of
operations, orders to pay compensation, orders to remedy the effects of violations and/or orders to take
35
preventative steps against possible future violations. In the ordinary course of its business, Evraz faces a
certain number of administrative inquiries, remedial orders or lawsuits from public or private partners. While
none of these is currently material to Evraz, there can be no assurance that a future such event would not
have a material adverse effect on Evraz. Furthermore, evolving regulatory standards and expectations may
result in increased litigation and/or increased costs, all of which could have a material and adverse effect on
Evraz’s business, financial condition, results of operations and future prospects. Additionally, compliance with
voluntary environmental programmes and initiatives as well as additional environmental targets that Evraz
adopts from time to time may involve additional costs.
Evraz’s competitive position and future prospects are dependent on Evraz’s senior management’s
experience and expertise.
Evraz’s ability to maintain its competitive position and to implement its business strategy is dependent
to a significant extent on the services of certain members of Evraz’s senior management team. Evraz
depends on its current senior management for the implementation of its strategy and the operation of its
day-to-day activities, and the personal connections and relationships of members of Evraz’s senior
management are important to the conduct of Evraz’s business. However, there can be no assurance that
these individuals will continue to make their services available to Evraz in the future. The loss of, or a
diminution in, the services of members of Evraz’s senior management team or an inability to attract and
retain additional or replacement senior management personnel could have a material adverse effect on
Evraz’s business, financial condition, results of operations or future prospects. As a result of these factors,
the departure of key members of Evraz’s management could have a material adverse effect on the business,
results of operations or future prospects of Evraz.
36
which could materially and adversely affect Evraz’s business, financial condition, results of operations and
future prospects.
In the event that the title to any company acquired by Evraz through privatisation, bankruptcy sale
or otherwise is successfully challenged, Evraz may lose its ownership interest in that company or its
assets.
Almost all of Evraz’s steelmaking and mining assets in Russia consist of companies that have been
privatised or that Evraz acquired through bankruptcy proceedings or directly or indirectly from others who
acquired them through privatisation or bankruptcy proceedings, and Evraz may seek to acquire
additional companies in Russia or outside Russia that have been privatised, or that have undergone
bankruptcy proceedings. Privatisation legislation in Russia and Ukraine is generally considered to be vague,
internally inconsistent and in conflict with other respective provisions of Russian and Ukrainian
legislation. As a result, many privatisations in Russia and Ukraine are arguably deficient and may be
subject to challenge, at least on technical grounds, including through selective and arbitrary action by
governmental authorities motivated by political or other considerations. Additionally, several of Evraz’s
Russian assets were subject to bankruptcy proceedings prior to their acquisition by Evraz, including EVRAZ
NTMK, EVRAZ ZSMK and EVRAZ KGOK, and Evraz acquired the assets of Kuznetsk Iron and Steel
Mill through a bankruptcy auction process. Due to their cumbersome nature, it may be difficult to be in
full compliance with regulations governing Russian insolvency proceedings. Disputes arising over title to
Evraz’s assets acquired through bankruptcy or privatisation proceedings could result in lengthy court
proceedings and conceivably could result in Evraz losing control over assets acquired in such proceedings.
Certain of those assets are, individually, material contributors to Evraz’s revenue and, if Evraz lost control
over them or over several of Evraz’s smaller assets at the same time, that could materially adversely
affect its business, financial condition, results of operations and future prospects.
Problematic labour relations and/or restrictive labour and employment laws, as well as increasing
costs of skilled labour, could have a material adverse impact on Evraz.
Although Evraz believes its labour relations with its employees are good, a work slowdown or a
work stoppage could occur at any of Evraz’s operating units or greenfield operations. At most of Evraz’s
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 any
such stoppages in connection with the renegotiation of collective bargaining agreements, could result in a
decrease in Evraz’s production levels and adverse publicity and/or an increase in costs, which could have a
material adverse effect on Evraz’s business, results of operations, financial condition and future prospects.
In addition, competition for skilled labour is intense in the steel and mining industries, and labour costs
are increasing. The demand for, and hence costs associated with, employing skilled engineers, construction
workers and operators is likely to continue to increase, reflecting the significant demand from other
industries and public infrastructure projects. Moreover, increases in statutory rates may result in higher
defined contributions paid to the Russian state funds for employees that may be exposed to hazardous
substances. Continued high demand for skilled labour and continuing increases in labour costs could make it
difficult for Evraz to attract qualified employees at a commercially reasonable cost or at all and such a
difficulty could have a material adverse effect on Evraz’s business, results of operations, financial
condition and future prospects.
Evraz depends on the availability of uninterrupted transportation services for the transportation of
its materials and end products across significant distances and the prices for such services could
increase.
Evraz’s Russian and Ukrainian subsidiaries are dependent on railway transportation to deliver raw
materials and products to their facilities and customers located in Russia and the CIS, as well as to ports for
37
onward transportation overseas. Moreover, Evraz’s Russian production facilities, for example, are located at
a greater distance from their primary markets and sea ports than are many of Evraz’s competitors in the
Russian market. As a result, Evraz’s transportation costs are generally higher than those of its Russian and
CIS peers. Evraz is exposed to the cost of any increase in these tariffs, which (as they are not generally
driven by market demand) are difficult to forecast. A number of Evraz’s major Russian competitors ship
their products to export markets primarily via Baltic Sea and Black Sea ports that are located relatively close
to their major production facilities, whereas Evraz ships a significant part of its Russia-produced steel
products for non-CIS sales via sea ports in Russia’s Far East (EVRAZ Nakhodka Trade Sea Port), which
are comparatively more distant from its Russian production facilities. Further, Evraz is exposed to potential
shortages of railway tonnage capacity or rolling stock for the transportation of its products. As a result,
increases in transportation costs or delays in transportation may adversely affect Evraz’s ability to compete
successfully both in the Russian and CIS, as well as non-CIS, markets. In addition, Russian railway
tariffs are currently regulated by the Russian government and, as such, they are insulated from market
forces and therefore can increase in unpredictable amounts and at unpredictable times. Any such tariff
increase could materially and adversely affect Evraz’s business, financial condition, results of operations and
future prospects.
In addition, Evraz requires the availability of suitable railcars to transport raw materials from its mines
to steel plants and from the steel plants to sea ports or other delivery points. Evraz may not be able to procure
such railcars on commercially acceptable terms. Increases in the price of leasing or renting railcars, or their
availability in the market, could have a material adverse effect on Evraz’s business, results of operations,
financial condition and future prospects.
Evraz is dependent on Russian Railways as its principal purchaser of railway products in Russia.
Evraz sells most of its railway products in Russia to Joint Stock Company “Russian Railways”
(“Russian Railways”) (pursuant to a multi-year contract, which expires at the end of 2017), which is the
primary customer for rails made by Evraz’s Russian subsidiaries, accounting for 90% of Evraz’s total
Russian sales of rails by volume in 2015 and 92% of Evraz’s total Russian sales of rails by volume in 2016.
While demand from Russian Railways for railway products has historically been consistent, any reduction in
Russian Railways’ investment budget, its supply requirements for railway products, a decrease in the
purchase prices of such products, increased competition from other producers for sales to Russian Railways
(in particular, in 2016, Mechel started supplies of rails to Russian Railways) or an inability of Evraz to
renegotiate the extension of the contract with Russian Railways on favourable terms could have a material
adverse effect on Evraz’s business, financial condition, results of operations and future prospects.
38
increase in domestic demand for steel products, may materially adversely affect Evraz’s financial condition
and results of operations.
Evraz’s presentational currency is the U.S. dollar. Its functional currencies vary, depending on the
subsidiary. The currency in which its direct costs and other costs, such as interest expenses, are
denominated likewise depends on the subsidiary, but are primarily Roubles and U.S. dollars. Accordingly,
depreciation of the Rouble against the U.S. dollar results in a decrease in the reported U.S. dollar value of
Evraz’s Rouble-denominated assets (and liabilities) and appreciation of the Rouble against the U.S. dollar
results in an increase in the reported U.S. dollar value of Evraz’s Rouble-denominated assets (and
liabilities), particularly when the income statements of Evraz’s Russian subsidiaries are translated into
U.S. dollars in connection with the preparation of Evraz’s consolidated financial statements. See Note 28 to
the 2016 Consolidated Financial Statements for further information.
Inflation could negatively impact Evraz’s business, operations and financial results.
In 2014, the inflation rate in Russia was 7.8%. The Russian economy is closely tied to the
performance of the oil and gas sector and, following a rapid fall of oil prices in the world markets in the
second half of 2014, the Rouble lost a significant part of its value, causing the Central Bank of Russia to hike
its benchmark rate in response to the fast currency devaluation. As a consequence of that, inflation in Russia
accelerated and reached 15.5% in 2015, according to the World Bank. Evraz tends to experience inflation-
driven increases in certain of its Rouble-denominated costs, including salaries, rents and fuel and energy
costs, which are sensitive to rises in the general price level in Russia. In the event that Evraz experiences cost
increases resulting from inflation, Evraz’s operating margins may decrease. Accordingly, Evraz’s business,
results of operations, financial condition and future prospects could be materially adversely affected.
Increased electricity and other energy prices, or a disruption in the supply of energy or electricity
sources, could adversely affect Evraz’s business.
For steel and mining companies, energy costs, particularly the cost of electricity, comprise a
significant portion of the cost of production. Since 1998, the Russian electricity market has been the subject
of various stages of reform, the primary purposes of which are to introduce competition, liberalise the
wholesale electricity market and move from regulated pricing to a market-based system. The most recent
step has been price liberalisation, which took effect from 1 January 2011. Evraz’s Russian operations
purchase significant amounts of electricity from various privatised generation companies in Russia that were
formerly government controlled. Any potential interruptions in the supply of energy, as well as price
liberalisation and changes in legislation or other factors that may result in higher wholesale prices for
electricity for Evraz’s Russian subsidiaries, could have a material adverse effect on Evraz’s business, results
of operations, financial condition and future prospects.
In addition, Evraz’s Russian operations purchase significant volumes of natural gas from subsidiaries
of Gazprom, a government-controlled entity, as well as from independent gas producers. Changes in Russian
39
government policy might impact gas producers, particularly Gazprom, and thus Evraz’s supply of natural
gas. Moreover, Evraz may also face interruptions in the supply of natural gas to its Ukrainian assets due
to ongoing disputes between Ukraine and Russia, a major gas supplier. Thus, any interruption in the supply
of natural gas or a substantial increase in costs associated with satisfying its demand for natural gas could
adversely affect Evraz’s business, financial condition, results of operations and future prospects.
Evraz’s existing and future insurance coverage may not be sufficient to cover costs arising from
hazards and other operational risks arising from its steel and mining operations.
Although Evraz believes that, with respect to each of its production facilities, it maintains
insurance at levels generally in line with the relevant local market standards and peers, a number of its
business divisions, including those in Russia and Ukraine, do not have comprehensive business interruption
insurance coverage and do not maintain comprehensive general liability insurance coverage (in addition to
the compulsory policies with very limited indemnity), including product and environmental liability. In line
with customary industry practice, Evraz does not insure its coal mining assets as such insurance is, in
Evraz’s management’s opinion, very limited in value and coverage, very expensive and not available for
certain risks. Evraz may, therefore, suffer significant losses in the event of damage to or destruction of any of
its principal operating assets or in the event that any claim is brought against Evraz by a third party in regard
to personal injury, death or property damage caused by Evraz’s operations in Russia and Ukraine. Evraz
maintains all insurance compulsory under the local laws of the jurisdictions in which it operates as well as
accident and medical insurance for its employees and senior managers, but no life insurance. No assurance
can be given, however, that Evraz will always be able to maintain existing insurance levels or that the
existing insurance levels are adequate to cover the risks they are purchased to insure. There is also no
assurance that Evraz will be able to obtain additional insurance coverage at commercially reasonable rates,
which could lead to future shortfalls between Evraz’s liabilities and its insurance coverage. Any such
liability shortfalls or losses due to a lack of insurance coverage could have a material adverse effect on
Evraz’s business, financial condition, results of operations and future prospects.
Employees and former employees of Evraz and service providers or customers of Evraz (as well as
neighbouring populations) may have been exposed, and, to a certain extent, may still be exposed, to
toxic or hazardous substances.
Evraz’s steel and mining operations use, and have in the past used, large quantities of heavy metals,
chemical, toxic and hazardous substances. Notwithstanding safety and monitoring procedures implemented by
Evraz at each production site, employees, and in some cases the employees of other companies and service
providers, have been or may have been exposed to such substances and some employees may have
developed specific pathologies from such exposure which could induce them to file claims against Evraz in
future years. In addition, employees of Evraz or its service providers or customers or persons living near
Evraz’s manufacturing facilities are exposed, or have in the past been exposed, to certain substances that
are currently considered not to be hazardous. However, chronic toxicity, even in very low concentrations or
exposure doses, could be discovered in the future. This could also lead to claims against Evraz. If any of the
events described above leads to a material liability for Evraz in the future, this could have a material adverse
effect on Evraz’s business, financial condition, results of operations and future prospects.
The Issuer’s subsidiaries in Russia are in many cases the largest employers in their respective
regions, and as a result Evraz may be limited in its ability to make rapid and significant reductions in
the numbers of its employees.
The Issuer’s Russian subsidiaries are in many instances the largest employers in the cities in which
they operate, for example, EVRAZ NTMK in Nizhny Tagil, EVRAZ ZSMK in Novokuznetsk and
EVRAZ KGOK in Kachkanar. While the Issuer does not have any specific legal or social obligations or
responsibilities with respect to these regions, its ability to reduce the numbers of its employees may
40
nevertheless be subject to political and social considerations. Any inability to make planned reductions in
numbers of employees in response to reduced demand or otherwise or to make changes to Evraz’s
operations could have a material adverse effect on Evraz’s business, financial condition, results of
operations and future prospects.
Evraz is controlled by Lanebrook Limited, whose interests could conflict with those of the other
shareholders and creditors of Evraz.
Evraz is indirectly controlled by Lanebrook Limited (“Lanebrook”), which, as at the date of this
Prospectus, directly held a 63.79% share in EVRAZ plc, which in turn holds a 100% interest in Evraz. As a
result of its controlling interest in EVRAZ plc, Lanebrook has the ability to exert control over certain actions
of EVRAZ plc, including actions requiring the approval of EVRAZ plc, as the sole shareholder of Evraz.
As such, Lanebrook has the ability to exert control over the election of directors, the declaration of
dividends, the appointment of management and other policy decisions of EVRAZ plc and, in turn, Evraz.
While transactions with Lanebrook and its affiliates can benefit Evraz, the interests of Lanebrook or its
affiliates could at times conflict with the interests of the other shareholders and the creditors of Evraz. Evraz
is required to comply with the related party transactions regime under the UK Listing Rules and has in the
past sought, and continues to seek, to conduct all related party transactions on an arm’s length basis, and has
adopted procedures for entering into transactions with related parties. However, should any conflicts of
interest arise between Evraz, its affiliates and Lanebrook or its affiliates, resulting in the conclusion of
transactions on terms not determined by market forces, such conflict of interest could adversely affect
Evraz’s business, financial condition and results of operations.
The Issuer and its subsidiaries could be treated as tax resident, or as having a permanent
establishment, in a jurisdiction other than the jurisdiction of their incorporation.
The Issuer considers that neither it nor any of its subsidiaries should be treated as being resident in
any jurisdiction other than the jurisdiction of their incorporation (a “foreign jurisdiction”) for tax purposes,
nor should they have permanent establishments in a foreign jurisdiction. However, there can be no assurance
that tax authorities of a foreign jurisdiction will not argue that the Issuer or any of its subsidiaries should be
treated as resident in that foreign jurisdiction for tax purposes, or as having a permanent establishment in that
foreign jurisdiction, whether for past or future periods, where there have been relevant activities of Evraz or
its representatives in that jurisdiction. A successful challenge from the tax authorities of a foreign jurisdiction
on either of these grounds could result in the Issuer or one or more of its subsidiaries being subject to tax
in the relevant foreign jurisdiction and, possibly in increased withholding tax on dividends, interest and
other similar payments made by or to such companies being due. Such an occurrence could materially
increase Evraz’s tax liabilities and adversely affect Evraz’s financial position.
Amendments to the Russian double tax treaty with Luxembourg and changes to other Russian
double tax treaties may affect Evraz’s business.
A protocol amending certain provisions of the double tax treaty between Russia and Luxembourg
became effective on 30 July 2013 (the “Protocol”). The Protocol, among other matters, sets forth revised
rules for determining the effective place of business of a company for the tax treaty purposes, the taxation of
income of a person from disposal of shares, provided that more than 50% of their value is constituted by real
estate based in the taxing state, and enhanced coordination of activities between Luxembourg and Russian tax
authorities. In addition, the Russian Federation initiated the process of making changes to its other double tax
treaties, some of which may affect Evraz, directly or indirectly, given that many of Evraz’s subsidiaries are
based in jurisdictions other than Russia.
As Evraz has subsidiaries in multiple jurisdictions, including Russia, the revision of Russian double
tax treaties, which may provide for new tax rules and/or which the competent tax authorities may interpret
41
differently to the treaties previously in force, may impact the ongoing relations between various members of
Evraz’s Group and result in additional tax costs for Evraz.
The majority of Evraz’s assets are located in emerging markets, such as Russia, Kazakhstan and
Ukraine, which are subject to greater risks than the more developed markets.
As is the case for other large multinational companies, Evraz sells its products throughout the world
and produces them in many countries, which exposes it to a variety of risks associated with being a global
business. Evraz has production facilities in Russia, where a substantial number of its fixed assets are located,
Ukraine, Kazakhstan, the United States and Canada. Because a substantial amount of Evraz’s assets are
located in Russia, Evraz has significant exposure to risks relating to the country. Evraz’s operations in
Ukraine, Kazakhstan and South Africa expose it to similar risks that are common to most emerging markets.
Generally, investments in emerging markets are only suitable for sophisticated investors who fully
appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. In
particular, investors should be aware that emerging markets are subject to greater risk than more developed
markets, including significant political, economic and legal risks. Prospective investors should also note that
emerging economies are subject to rapid change and that some or all of the information set out in this
Prospectus may become outdated relatively quickly. Moreover, financial turmoil in any emerging market
tends to adversely affect prices in debt and equity markets of all emerging markets, as investors move their
money to more stable, developed markets. In case of a global economic downturn, financial problems
caused by the global economic slowdown and an increase in the perceived risks associated with investing
in emerging economies could dampen foreign investment in emerging markets, resulting in an outflow of
capital and an adverse effect on these economies. Similarly, decisions by central banks of developed
countries, such as the Federal Reserve System, to increase their lending rates may have a negative impact on
emerging markets, prompting investors to sell their assets in emerging markets to invest in developed
countries’ securities and assets. Accordingly, prospective investors should exercise particular care in
evaluating the risks involved and must decide whether, in light of those risks, their investment is
appropriate.
As with any investment, there exists the risk of adverse political or regulatory developments,
including, but not limited to, nationalisation, appropriation without fair compensation, terrorism, war or
currency restrictions, which could have a material adverse effect on Evraz’s business, financial condition,
results of operations and future prospects. This risk is compounded in certain countries where political
instability has been an inherent part of the country’s development.
Regional political conflicts or Russia’s involvement in conflicts in other countries could create an
uncertain operating environment that could adversely impact Evraz’s business and hinder its long-
term planning ability.
Ethnic, religious, historical and other divisions in the Russian Federation and former Soviet Union
republics have, on occasion, given rise to tensions and, in certain cases, acts of terrorism (principally
connected with the North Caucasus region) and military conflict, including the military conflict between the
Russian Federation and Georgia in 2008 and the ongoing military conflict in Eastern Ukraine. See “Risk
Factors — The ongoing armed conflict in Eastern Ukraine and the international reaction to Russia’s actions
in the Crimean region, which resulted in the imposition of sanctions, could further materially adversely affect
the economic environment in Russia, including Evraz’s business, financial condition, results of operations
and future prospects, and create significant political and economic uncertainty”. If existing conflicts remain
unresolved, or new disturbances or hostilities arise, this could have significant political consequences and, as
a result, Evraz may be unable to access capital, or access capital on terms reasonably acceptable to it, which
may have a material adverse effect on Evraz’s business, results of operations, financial condition and
42
prospects. See “Risk Factors — Evraz’s ability to raise financing to finance its investment and maintenance
plans or to refinance its existing debt may be limited”.
Certain government policies, or the application of such policies, could have an adverse effect on
Evraz’s business, financial condition, results of operations and future prospects, as well as
investments in the emerging markets more generally.
Major policy shifts could hinder or reverse political, economic and regulatory reforms. Government
authorities may adopt policies that could adversely affect private sector companies generally or in any
particular sector, or in which there is significant foreign ownership. If Russia were to adopt restrictive
economic measures against countries that are important to Evraz’s business, or if trade between Russia
and such countries were otherwise to be interrupted for political reasons, Evraz’s business, financial
condition, results of operations and future prospects could be materially and adversely affected.
Moreover, regulatory authorities in emerging markets countries often tend to have a high degree of
discretion and at times appear to exercise their discretion selectively or arbitrarily. Such arbitrary
governmental actions have reportedly included denial or withdrawal of licences, sudden and unexpected tax
audits, criminal prosecutions and civil actions. Furthermore, government authorities have the power in
certain circumstances to interfere with the performance of, nullify or terminate contracts and, through their
tax, environmental and prosecutorial arms, may engage in investigations and prosecutions of particular
companies or persons. Such actions, if directed at Evraz’s operations, could have a material adverse effect
on Evraz’s business, financial condition, results of operations or future prospects.
Shareholder liability under Russian legislation could cause the Issuer to become liable for the
obligations of its Russian subsidiaries and its Russian joint venture entities.
Under Russian law, the Issuer may be jointly and severally liable for the obligations of its Russian
subsidiaries or joint venture entities together with such entities if: (i) the Issuer has the ability to make
decisions for such Russian subsidiaries or joint venture entities as a result of its ownership interest, the terms
of a binding contract with such Russian subsidiary or joint venture entity or in any other way; and (ii)
the relevant Russian subsidiary or joint venture entity concluded the transaction giving rise to the
obligations pursuant to the Issuer’s instructions or consent. In addition, the Issuer may have secondary
liability for the obligations of its Russian subsidiaries or joint venture entities in a situation where the
respective Russian subsidiary or joint venture entity fails to meet its obligations if the relevant Russian
subsidiary or joint venture entity becomes insolvent or bankrupt and this is attributable to the Issuer (i.e. the
Issuer has issued its instructions or given its consent knowing that this would result in insolvency or
bankruptcy of the relevant Russian subsidiary or joint venture entity). This type of liability could result in
significant losses, and could have a material adverse effect on Evraz’s business, financial condition, results of
operations and future prospects.
The Russian Law on Strategic Enterprises may adversely affect Evraz’s business, results of
operations and financial condition.
On 7 May 2008, the Federal Law No. 57-FZ “On the Procedure for Implementing Foreign
Investment in Commercial Enterprises Having Strategic Importance for Securing the National Defense and
Security of the State” (the “Law on Strategic Enterprises”) became effective. Under the Law on Strategic
Enterprises, foreign investors (or their groups of companies) acquiring direct or indirect “control” (as defined
in the Law on Strategic Enterprises) over Russian companies that have strategic importance for securing
the national defence and security of Russia (“Strategic Enterprises”) are required to obtain the prior
approval, or, in certain cases, post-transaction approval, of a special commission created by the Russian
Government (the “Foreign Investments Supervision Commission”). Such approval is subject to a
determination by the Ministry of Defence of Russia and the Federal Security Service of Russia that the
acquisition of control does not threaten the national defence and security of the Russian state. Additionally,
43
the approval may be subject to the fulfilment of certain conditions by the foreign investor, including,
among others, implementing the Strategic Enterprise’s business plan, ensuring the employment of a certain
number of personnel and processing in Russia of the natural resources produced by the Strategic Enterprise
in Russia. If a transaction were to be concluded without the pre- or post-, as applicable, approval of the
Foreign Investments Supervision Commission, the regulator may attempt through a Russian court to block
voting of that interest in the subsidiary that had been designated a Strategic Enterprise.
Strategic Enterprises include companies that conduct certain types of activities listed in the Law
on Strategic Enterprises, for example, companies that produce and sell metals and alloys that are used for
production of weapons and military machinery and hold a dominant position in the market for the
production and sale of such metals and alloys are considered Strategic Enterprises. Under the Law on
Strategic Enterprises, certain Russian subsidiaries of Evraz are, or may be recognised as, Strategic
Enterprises. For example, EVRAZ NMTP provides services in the area of transportation terminal (port
services) of Nakhodka and, therefore, is included in the register of “natural monopolies” in accordance with
the Federal Law No. 147-FZ “On Natural Monopolies” dated 17 August 1995 (as amended). As a natural
monopoly EVRAZ NMTP is presumed to be a Strategic Enterprise.
As a result, a direct or indirect acquisition of control over subsidiaries that are recognised as strategic
enterprises by a foreign investor (or its group of companies) may be subject to the prior consent, or, in
limited circumstances, post-transaction approval, of the Foreign Investments Supervision Commission. The
Russian Law on Strategic Enterprises should apply to a transfer of shares in a company considered to
be or have a Strategic Enterprise where a purchaser acquires an interest of more than 50% (or more than
25% in the case of an acquisition by a sovereign or state-controlled purchaser), whether directly or indirectly,
in such company. Accordingly, the ability of Evraz to sell certain of its Russian subsidiaries to foreign
investors or the ability of Evraz’s ultimate beneficial owners to sell a controlling stake in the Issuer’s
shares to a foreign investor may be restricted. In addition, the potential necessity to receive consent from
the Foreign Investments Supervision Commission and the chance of not being granted such consent may
affect Evraz’s ability to create joint ventures with foreign partners. In relation to Strategic Enterprises,
certain intra-group restructuring transactions that are transactions with or between entities under the direct
or indirect control of Russian Federation or Russian citizens are subject to an exemption from a requirement
for prior consent. Violation of the Law on Strategic Enterprises may lead to transactions being voided or the
deprivation of voting rights. If any of these potential restrictions were to be imposed on Evraz, it could have a
material adverse effect on Evraz’s strategy, business, financial condition, results of operations and future
prospects.
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Fluctuations in the global economy, as well as the general economic instability of Russia, could
materially adversely affect Evraz’s business, financial condition, results of operations and future
prospects.
Russia is a developing economy, with a large portion of its GDP being supported by strong export
activity. This makes it particularly vulnerable to global market downturns or slowdowns.
The Russian economy has been subject to abrupt downturns in the past. As a major oil producer, Russia
is particularly vulnerable to oil price fluctuations. Russia is also a major producer and exporter of metal
products and its economy is vulnerable to fluctuations in world commodity prices and the imposition of tariffs
and/or anti-dumping measures by the United States, the European Union or by other principal export markets.
A sustained decline in the prices of crude oil, natural gas and other commodities could have a substantial
adverse impact on the Russian economy, which, in turn, could have a material adverse effect on Evraz’s
business, financial condition, results of operations and future prospects. While from 2010 commodity prices
generally recovered from low prices set during the previous financial crisis, oil prices significantly fell in the
second half of 2014, with the global benchmark Brent crude falling from U.S.$111/bbl on 30 June 2014 to
U.S.$55/bbl on 31 December 2014 and further to U.S.$37.72/bbl on 31 December 2015. During 2016 oil prices
slightly recovered from U.S.$37.72/bbl on 31 December 2015 to U.S.$54.96/bbl on 31 December 2016.
Correspondingly, in 2014, as a consequence of the Ukrainian crisis and the falling oil prices, Russia’s real GDP
growth slowed to 0.7% and contracted by 2.8% in 2015 and contracted by 0.2% in 2016, according to Rosstat.
Any further decrease or volatility in world commodity prices in the future would have a materially adverse
impact on the Russian economy, which, in turn, could have a material adverse effect on Evraz’s Russian
operations, affecting its business, results of operations and future prospects.
The introduction or maintenance of currency restrictions may limit Evraz’s ability to execute its
strategy or operate its business or could otherwise adversely affect the markets in which it operates.
Despite recent liberalisation, there can be no assurance that the currency regulation and control
regimes in the jurisdictions in which Evraz operates will not impose new restrictions or prohibitions.
Restrictions or prohibitions on hard currency payments and operations could limit Evraz’s ability to invest in
its capital improvement programmes, pursue attractive acquisition opportunities, purchase raw materials or
sell its products internationally. In addition, such restrictions or prohibitions may limit Evraz’s ability to
repatriate earnings from securities of its subsidiaries located in the country where such restrictions or
prohibitions apply, or otherwise have a negative impact on the capital markets of that country. The
consequences of any new restrictions or prohibitions could have a material adverse effect on the Group’s
business, financial condition, results of operations and future prospects.
Weakness relating to the legal systems and legislation in Russia and some other jurisdictions in
which Evraz operates creates an uncertain environment for investment and business activity that
could, in turn, have a material adverse effect on Evraz’s business, financial condition, results of
operations and future prospects.
Evraz’s assets are located primarily in emerging markets, such as Russia, Kazakhstan and Ukraine.
At the heart of a successful transition to a market economy is a comprehensive and well-developed legal
system. Legal frameworks in the aforementioned countries are still under development and large portions of
these frameworks have only recently become operational. The relatively recent enactment of many laws and
the lack of consensus about the aims, scope, content and pace of economic and political reforms have
resulted in ambiguities and inconsistencies in these legal systems. The recent nature of much of the
legislation and the rapid evolution of legal systems in these countries may place the enforceability of
more recently enacted laws in doubt, and many new laws remain untested. Any or all of these weaknesses
could affect Evraz’s ability to determine whether, for example, it has adequate property rights, or whether it
can enforce its legal rights, including rights under its contracts, or to defend against claims by others.
45
Furthermore, the independence of the judicial systems in emerging markets remains largely untested.
The court system in these countries is sometimes understaffed and/or underfunded and not immune to
external influences. Judges and the courts are often inexperienced in interpreting and applying many aspects
of business and corporate law. Judicial precedents generally have no binding effect on subsequent decisions.
Not all court decisions are readily available to the public. Enforcement of court judgments can, in practice, be
very difficult in emerging markets. All of these factors make judicial decisions difficult to predict, and
effective redress uncertain. Additionally, court claims and prosecutions could potentially be influenced by, or
used in furtherance of, private interests. Evraz may be subject to such claims and may not be able to receive a
fair trial.
In addition, the current status of the Russian legal system makes it uncertain whether Evraz would be
able to enforce its rights in disputes with its contractual partners or other parties. The Budget Code sets
additional requirements for enforcing rights against the federal budget, which may potentially delay the
payment of sums due to Evraz from the federal budget. Furthermore, the dispersion of regulatory power
among a number of government agencies in Russia has resulted in inconsistent or contradictory regulations
and unpredictable enforcement. Evraz’s ability to operate in Russia could thus be adversely affected by
difficulties in protecting and enforcing its rights and by future changes to local laws and regulations.
The risks of the current legal system in Russia include, but are not limited to:
• inconsistencies between and among the laws, presidential decrees and governmental,
ministerial and local orders, decisions, resolutions and other acts;
• gaps in the regulatory structure due to the absence of or delay in implementing regulations;
• the relative inexperience of judges and courts in interpreting new principles of law, particularly
in relation to business and commercial law;
• problematic and time-consuming enforcement of both domestic and foreign judicial orders
and international arbitration awards;
All of the above risks could affect Evraz’s ability to ascertain its rights or to seek or obtain effective
redress in the Russian courts, which could have a material adverse effect on Evraz’s business, financial
condition and results of operations.
Foreign judgments and arbitral awards may not be enforceable against the Issuer’s Russian,
Kazakh and Ukrainian subsidiaries.
Although the Issuer is incorporated in Luxembourg, most of Evraz’s assets are located in Russia and
some in Ukraine and Kazakhstan. Judgments rendered by a court in any jurisdiction outside of these
countries are likely to be recognised by courts in Russia, Ukraine or Kazakhstan only if: (i) an international
treaty providing for the recognition and enforcement of judgments in civil cases exists between Russia (or
Ukraine or Kazakhstan) and the country where the judgment is rendered; and/or (ii) a federal law of Russia
(or Ukraine or Kazakhstan) providing for the recognition and enforcement of foreign court judgments is
adopted. No such federal law has been passed and no such treaty exists between Luxembourg, the United
Kingdom and Russia, Ukraine or Kazakhstan for the reciprocal enforcement of foreign courts’ judgments. In
46
the absence of an applicable treaty or convention providing for the recognition and enforcement of judgments
in civil and commercial matters between the United Kingdom and Russia, Ukraine or Kazakhstan, a
judgment of a court in England may be recognised and enforced in Russia, Ukraine or Kazakhstan only on
the grounds of reciprocity. In each case, reciprocity must be established and, in the absence of a
developed court practice, it is difficult to predict whether a Russian or Ukrainian or Kazakh court will be
inclined to recognise and enforce a Luxembourg or English court judgment on the grounds of reciprocity in
any particular instance.
On 1 January 2012, amended transfer pricing legislation was introduced to the Russian tax law. Due
to the recent nature of the legislation, there is an element of risk and uncertainty with regard to the tax
position of the Issuer’s Russian subsidiaries, and the outcome of any transfer pricing disputes with the Russian
tax authorities is unpredictable.
Misinterpretation of, or failure to properly implement, the Russian transfer pricing law could have a
material adverse effect on Evraz’s business, financial condition and results of operations.
The Notes may not have an active trading market, which may have an adverse impact on the value of
the Notes.
An active trading market for the Notes may not develop. The Notes have not been registered under the
Securities Act or any U.S. state securities laws and, unless so registered, may not be offered or sold except in
a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable
state securities laws. Application has been made for admission to trading of the Notes on the Main Securities
Market. However, there can be no assurance that a liquid market will develop for the Notes, that holders of
the Notes will be able to sell their Notes or that such holders will be able to sell their Notes for a price that
reflects their value. Liquidity may be further limited if the Issuer makes large allocations of the Notes to a
limited number of investors.
In addition, the markets for emerging markets debt have been subject to disruptions that have caused
substantial volatility in the prices of securities similar to the Notes. There can be no assurance that the market
for the Notes will not be subject to similar disruptions. Any such disruptions may have an adverse effect on
holders of the Notes.
47
Payments under the Notes are effectively subordinated to secured indebtedness of the Issuer and
structurally subordinated to secured and unsecured indebtedness of the Issuer’s subsidiaries.
The obligations of the Issuer under the Notes, for which there is no guarantor, may be effectively
subordinated to other secured obligations of the Issuer to the extent of the collateral over which security has
been given and structurally subordinated to the existing obligations, both secured and unsecured, of the
Issuer’s subsidiaries. As of 31 December 2016, Evraz’s short-term and long-term loans and borrowings
amounted to U.S.$5,894 million. Some of this indebtedness is secured indebtedness of the Issuer’s
subsidiaries and the Notes may be structurally subordinated to this secured indebtedness.
Subject to certain limitations set forth in the Terms and Conditions, the Issuer may be able to incur
substantial secured debt, and its subsidiaries may be able to incur substantial additional structurally senior
debt, secured or unsecured, in the future. The incurrence of additional indebtedness by either the Issuer or any
of its subsidiaries, including in particular indebtedness that is structurally or effectively senior to the Notes,
may have a material adverse effect on the value of an investment in the Notes. See “Terms and Conditions of
the Notes”.
In addition, the Issuer is a holding company with limited assets other than the shares of its subsidiaries
and, accordingly, will depend upon payments from its subsidiaries to make payments on the Notes. The
subsidiaries of the Issuer are separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay any amounts due pursuant to the Notes or to make any funds available for these purposes,
whether by dividends, loans, distributions or other payments, and do not guarantee the payment of interest on,
or principal of, the Notes. Any right that the Issuer has to receive any assets of any operating subsidiary upon
liquidation or reorganisation, and the consequent right of holders of Notes to realise proceeds from the sale of
such a subsidiary’s assets, will be effectively subordinated to claims of that subsidiary’s creditors, including
trade creditors and holders of debt issued by that subsidiary.
The Terms and Conditions include certain restrictions on Evraz’s operations that may have a material
adverse effect on Evraz’s business, financial condition, results of operations or prospects.
The Terms and Conditions will, among other things, restrict, with certain exceptions, the ability of the
Issuer and, in certain cases, its Subsidiaries (as defined in Condition 19 of the Notes (Definitions)) to: (i) incur
liens; (ii) incur indebtedness; (iii) engage in transactions with affiliates; (iv) sell assets; and (v) undertake
certain mergers and similar transactions. The terms and conditions of the 9.50% notes due in 2018 (the
“9.50% 2018 Notes”), the 6.75% notes due in 2018 (the “6.75% 2018 Notes”), the 6.50% notes due in 2020
(the “6.50% 2020 Notes”), the 8.25% notes due in 2021 (the “8.25% 2021 Notes”) and the 6.75% notes due
in 2022 (the “6.75% 2022 Notes”) are substantially similar.
Although these restrictions are intended to preserve the creditworthiness of Evraz and the Notes, as
well as of the 6.75% 2018 Notes, the 9.50% 2018 Notes, the 6.50% 2020 Notes, the 8.25% 2021 Notes and
the 6.75% 2022 Notes, they may also hinder the ability of Evraz to implement its business strategy and could
have a material adverse effect on Evraz’s business, financial condition, results of operations or prospects.
To the extent that Evraz does not comply with the Terms and Conditions of the Notes, the 6.75% 2018
Notes, the 9.50% 2018 Notes, the 6.50% 2020 Notes, the 8.25% 2021 Notes or the 6.75% 2022 Notes or any
other indebtedness and is not able to obtain a waiver, the relevant indebtedness (including the Notes) as well
as other indebtedness may become immediately repayable. Any such acceleration of Evraz’s indebtedness
would have a material adverse effect on its business, financial condition, results of operations and prospects.
Financial turmoil in emerging markets could cause the price of the Notes to suffer.
The market price of the Notes will be influenced by economic and market conditions in the countries
of residence of the Issuer and, to a varying degree, economic and market conditions in other emerging
markets generally. Financial turmoil in emerging markets in 1997-1998 as well as in 2008-2009 adversely
48
affected market prices in the world’s securities markets for companies that operate in developing economies.
Even if the economies of the countries in which the Issuer has its main operations remain relatively stable,
financial turmoil in these countries could materially adversely affect the market price of the Notes. Since the
beginning of the current financial and economic crisis, many global securities markets have experienced
extreme price and volume fluctuations, particularly those in developing economies. Continuation or
intensification of financial or economic turmoil could materially adversely affect the market price of the
Notes.
The liquidity of the market for the Notes may be diminished if the proposed financial transactions or
any similar tax were adopted.
The European Commission published a proposal for a directive for a common financial transactions
tax (“FTT”) in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and
Slovakia (the “Participating Member States”). In December 2015 Estonia withdrew from the group of states
willing to introduce the FTT.
The proposed financial transactions tax has very broad scope and could, if introduced in its current
form, apply to certain dealings in the Notes (including secondary market transactions) in certain
circumstances.
Under current proposals the FTT could apply in certain circumstances to persons both within and
outside of the Participating Member States. Generally, it would apply to certain dealings in the Notes where at
least one party is a financial institution, and at least one party is established in a Participating Member State.
A financial institution may be, or be deemed to be, “established” in a Participating Member State in a broad
range of circumstances, including (a) by transacting with a person established in a Participating Member State
or (b) where the financial instrument which is subject to the dealings is issued in a Participating Member
State.
The FTT proposal remains subject to negotiation between the Participating Member States and the
scope of any tax is uncertain. Additional Member States may decide to participate. Prospective holders of the
Notes are advised to seek their own professional advice in relation to the FTT.
The Notes are subject to exchange rate risk and exchange controls.
The Issuer will pay principal and interest on the Notes in U.S. dollars. This presents certain risks
relating to currency conversions if an investor’s financial activities are denominated principally in a currency
or currency unit (the “Investor’s Currency”) other than the U.S. dollar. These include the risk that exchange
rates may significantly change (including changes due to devaluation of the U.S. dollar or revaluation of the
49
Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose
or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the U.S.
dollar would decrease: (i) the Investor Currency’s equivalent yield on the Notes; (ii) the Investor’s Currency
equivalent value of the principal payable on the Notes; and (iii) the Investor’s Currency equivalent market
value of the Notes.
Changes to the credit ratings of the Issuer or the Notes may adversely affect the value of the Notes.
The Notes are expected to be rated B1 by Moody’s and B+ by Standard & Poor’s. The foregoing credit
ratings do not mean that the Notes are a suitable investment. A rating is not a recommendation to buy, sell or
hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating
organisation. The ratings do not address the likelihood that the principal on the Notes will be prepaid, paid on
an expected final payment date or paid on any particular date before the legal final maturity date of the Notes.
The ratings do not address the marketability of the Notes or any market price. The significance of each rating
should be analysed independently from any other rating. Any changes in the credit ratings of the Issuer or the
Notes could adversely affect the value of the Notes and the price that a subsequent purchaser will be willing
to pay for the Notes.
As the Global Note Certificates are held by or on behalf of DTC, Euroclear and Clearstream,
Luxembourg, investors will have to rely on their procedures for transfers, payments and
communications with the Issuer.
The Notes will initially only be issued in global certificated form, and held through the clearing
systems. Interests in the Global Note Certificates will trade in book-entry form only, and Individual
Certificates will be issued in exchange for book-entry interests only in very limited circumstances. Owners of
book-entry interests will not be considered owners or holders of Notes. The common depositary, or its
nominee, for the clearing systems will be the sole registered holder of the relevant Global Note Certificate.
Payments of principal, interest and other amounts owing on or in respect of a Global Note Certificate will be
made to the Principal Paying Agent, who will make payments to the clearing systems. Thereafter, these
payments will be credited to accounts of participants who hold book-entry interests in a Global Note
Certificate representing the Notes and credited by such participants to indirect participants. After payment to
the common depositary for the clearing systems, none of the Issuer, the Joint Lead Managers and
Bookrunners or the Trustee will have any responsibility or liability for the payment of interest, principal or
other amounts to the owners of the book-entry interests. Accordingly, if you own a book-entry interest, you
must rely on the procedures of the clearing systems, and, if you are not a participant in the clearing systems,
on the procedures of the participant through which you hold your interest, to exercise any rights and
obligations of a holder of Notes under the Trust Deed.
Unlike the holders of the Notes themselves, owners of book-entry interests will not have the direct
right to act upon the Issuer’s solicitations for consents, requests of waivers or other actions from holders of
the notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have
received appropriate proxies to do so from the relevant clearing system. The procedures implemented for
granting of such proxies may not be sufficient to enable you to vote on a timely basis.
50
Similarly, upon the occurrence of an Event of Default under the Notes, unless and until Individual
Certificates are issued in respect of all book-entry interests, if you own a book-entry interest, you will be
restricted to acting through DTC, Euroclear and Clearstream, Luxembourg. The procedures to be
implemented through DTC, Euroclear and Clearstream, Luxembourg may not be adequate to ensure the
timely exercise of rights under the Notes.
51
USE OF PROCEEDS
The net proceeds to Evraz from the offering of the Notes are expected to be approximately
U.S.$745,000,000. Evraz intends to use these net proceeds to refinance its indebtedness, including, without
limitation, to finance the purchase of (i) the U.S.$1,000,000,000 6.50% Notes due 22 April 2020 (Regulation
S: Common Code: 080863861, ISIN: XS0808638612; Rule 144A: Common Code: 78394986, ISIN:
US30050AAF03, CUSIP: 30050AAF0) (the “2020 Existing Notes”), (ii) the U.S.$700,000,000 9.50% Notes
due 24 April 2018 (Regulation S: Common Code: 035938133, ISIN: XS0359381331; Rule 144A: Common
Code: 035938362, ISIN: US30050AAB98, CUSIP: 30050AAB9) (the “First 2018 Existing Notes”) and (iii)
the U.S.$850,000,000 6.75% Notes due 27 April 2018 (Regulation S: Common Code: 061890521, ISIN:
XS0618905219; Rule 144A: Common Code: 062063190, ISIN: US30050AAD54, CUSIP: 30050AAD5) (the
“Second 2018 Existing Notes” and, together with the First 2018 Existing Notes, the “2018 Existing Notes”
and, the 2018 Existing Notes together with 2020 Existing Notes, the “Existing Notes”) in each case issued by
the Issuer and tendered and accepted for purchase in accordance with the terms and conditions of the Tender
Offers (as defined herein) that will be settled on or about (i) 15 March 2017 in respect of the 2018 Existing
Notes and (ii) 21 March 2017 in respect of the 2020 Existing Notes.
52
CAPITALISATION
The following table sets forth, as of 31 December 2016, Evraz’s consolidated historical cash and cash
equivalents, short- and long-term borrowings, equity and total capitalisation.
As of
31 December 2016
(U.S.$ millions)
Notes:
(1) For a description of Evraz’s loans, please see Note 22 to the 2016 Consolidated Financial Statements.
(2) Sum of long-term borrowings, net of current portion, and total equity. Evraz does not expect total capitalisation to
significantly change following the issuance of the Notes, because the net proceeds will be used to refinance
existing indebtedness.
(3) Events occurring since 31 December 2016 affecting Evraz’s capitalisation include, among others:
• In January 2017, Evraz partially prepaid its U.S.$500 million syndicated pre-export financing facility,
repaying a further U.S.$110 million of principal. As of the date of this Prospectus, the total principal
amount outstanding under the facility was U.S.$270 million.
• On 2 March 2017, Evraz announced the tender offers for the 2018 Existing Notes (the “2018 Tender
Offers”) and the tender offer for the 2020 Existing Notes (the “2020 Tender Offer” and, together with the
2020 Tender Offer, the “Tender Offers”). Following the expiration of the Tender Offers, Evraz accepted
for purchase U.S.$50,232,000, U.S.$331,503,000 and U.S.$300,000,000 in principal amount of the First
2018 Existing Notes, the Second 2018 Existing Notes and the 2020 Existing Notes, respectively, thus
agreeing to pay U.S.$681,735,000 in aggregate for such notes tendered and accepted. The Tender Offers
are expected to be settled on or about (i) 15 March 2017 in respect of the 2018 Existing Notes and (ii) 21
March 2017 in respect of the 2020 Existing Notes.
53
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The selected consolidated financial information set forth below presents historical consolidated
financial information and other operating information of the Issuer as of 31 December 2016, 2015 and 2014
and for the years then ended. The selected consolidated financial information has been extracted without
material adjustment from, and should be read in conjunction with, the Audited Consolidated Financial
Statements. The selected consolidated financial information should also be read in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
Evraz’s operating results were affected by the Issuer’s acquisitions and disposals of assets. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and
Disposals”.
(2) Certain amounts shown here have been restated to reflect certain adjustments relating to the Raspadskaya acquisition and, among
other things, adjustments relating to the Mezhegeyugol acquisition.
As of 31 December
2016 2015(1) 2014(2)
(U.S.$ millions)
Non-current assets .......................................................... 6,440 6,090 8,052
Current assets.................................................................. 3,020 2,973 3,460
54
As of 31 December
2016 2015(1) 2014(2)
Equity ............................................................................. 986 205 1,349
Non-current liabilities ..................................................... 6,425 6,745 6,997
Current liabilities ............................................................ 2,049 2,113 3,166
Notes:
(1) Certain amounts shown here have been restated to reflect certain adjustments relating to, among other things, the Mezhegeyugol
acquisition.
(2) Certain amounts shown here have been restated to reflect certain adjustments relating to the Raspadskaya acquisition and, among
other things, adjustments relating to the Mezhegeyugol acquisition.
Coal
Revenue(1) ....................................................................... 1,322 1,068 1,318
55
Year ended 31 December
2016 2015(2) 2014(3)
(U.S.$ millions)
Cost of revenue(1) ............................................................ (701) (758) (1,053)
Gross profit ................................................................... 621 310 265
Selling and distribution expenses.................................... (54) (50) (46)
General and administration expenses .............................. (46) (54) (89)
Other operating income and expenses, net...................... 54 (299) (465)
Profit/(loss) from operations ........................................ 575 (93) (335)
Other operations
Revenue(1) ....................................................................... 363 433 648
Cost of revenue(1) ............................................................ (278) (322) (519)
Gross profit ................................................................... 85 111 129
Selling and distribution expenses.................................... (65) (94) (87)
General and administration expenses .............................. (5) (6) (9)
Other operating income and expenses, net...................... (1) 4 2
Profit/(loss) from operations ........................................ 14 15 35
Notes:
(1) Segment revenue and cost of revenue include inter-segment sales.
(2) Certain amounts shown here have been restated to reflect certain adjustments relating to, among other things, the Mezhegeyugol
acquisition.
(3) Certain amounts shown here have been restated to reflect certain adjustments relating to the Raspadskaya acquisition and,
among other things, adjustments relating to the Mezhegeyugol acquisition.
Other Measures
Notes:
56
(1) EBITDA represents profit/(loss) from operations plus depreciation, depletion and amortisation, impairment of assets, loss (gain) on disposal of
property, plant and equipment and foreign exchange loss (gain). Evraz presents EBITDA because Evraz considers EBITDA to be an important
supplemental measure of its operating performance and Evraz believes EBITDA is frequently used by securities analysts, investors and other
interested parties in the evaluation of companies in the same industry. EBITDA is not a measure of financial performance under IFRS and it should
not be considered as an alternative to net profit as a measure of operating performance or to cash flows from operating activities as a measure of
liquidity. Evraz’s calculation of EBITDA may be different from the calculation used by other companies and therefore comparability may be
limited. EBITDA has limitations as an analytical tool, and potential investors should not consider it in isolation, or as a substitute for analysis of its
operating results as reported under IFRS. Some of these limitations include:
• EBITDA does not reflect the impact of financing or financing costs on Evraz’s (including interest income/(expense) and similar items)
operating performance, which can be significant and could further increase if Evraz were to incur more debt.
• EBITDA does not reflect the impact of income taxes on Evraz’s operating performance.
• EBITDA does not reflect the impact of depreciation, depletion and amortisation on Evraz’s operating performance. The assets of Evraz’s
businesses which are being depreciated and/or amortised will have to be replaced in the future and such depreciation and amortisation
expense may approximate the cost to replace these assets in the future. EBITDA, due to the exclusion of this expense, does not reflect
Evraz’s future cash requirements for these replacements. EBITDA also does not reflect the impact of a loss on disposal of property, plant
and equipment.
57
Year ended 31 December
2016 2015 2014
(U.S.$ millions)
Coal segment EBITDA(1) ........................................................................................ 644 351 376
Note:
(1) Includes inter-segment sales.
(2) Net debt represents total debt less cash and liquid short-term financial assets, including those related to disposal groups classified as held for
sale. Net debt is not a measure under IFRS and should not be considered as an alternative to other measures of financial position. Evraz’s
calculation of net debt may be different from the calculation used by other companies and therefore comparability may be limited. The
current calculation is different from that used for covenant compliance calculations.
As of 31 December
2016 2015 2014
(U.S.$ millions)
Total debt(1) ................................................................................... 5,961 6,724 6,962
Cash and cash equivalents............................................................. (1,155) (1,359) (1,049)
Cash of assets classified as held for sale ....................................... (2) — —
Collateral under swaps .................................................................. — — (7)
Net debt ........................................................................................ 4,804 5,365 5,906
Note:
(1) Total debt represents the nominal value of loans and borrowings plus unpaid interest, finance lease liabilities, loans of assets classified
as held for sale, the nominal effect of cross-currency swaps on principal of Rouble-denominated notes. Total debt is not a measure
under IFRS and should not be considered as an alternative to other measures of financial position. Evraz’s calculation of total debt
may be different from the calculation used by other companies and therefore comparability may be limited. The current calculation is
different from that used for covenant compliance calculations
As of 31 December
2016 2015 2014
(U.S.$ millions)
Long-term loans, net of current portion .......................................... 5,502 5,850 5,470
Short-term loans and current portion of long-term loans ................ 392 497 761
Loans payable to related parties ..................................................... - - 55
Add back: Unamortised debt issue costs less fair value
adjustment to liabilities assumed in business combination ............. 43 47 37
Nominal effect of cross-currency swaps on principal of Rouble-
denominated notes.......................................................................... 19 325 635
Finance lease liabilities, including current portion ......................... 5 5 4
58
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of Evraz’s financial condition and results of operations is based
on the Audited Consolidated Financial Statements prepared in accordance with IFRS. This discussion should
be read in conjunction with the information in “Selected Consolidated Financial Information”, “Presentation
of Financial and Other Information”, the Audited Consolidated Financial Statements and the notes thereto
appearing elsewhere in this Prospectus.
This discussion and analysis contains forward-looking statements that involve risks and uncertainties.
Evraz’s actual results could differ materially from those expressed or implied in these forward-looking
statements as a result of various factors, including those discussed below and elsewhere in this Prospectus,
particularly under the headings “Risk Factors” and “Forward-looking Statements”.
Overview
Evraz is a globally vertically integrated steel, mining and vanadium business with operations in Russia,
Ukraine, Kazakhstan, North America, the European Union and South Africa. In 2016, Evraz produced 13.5
million tonnes of crude steel and sold 13.5 million tonnes of rolled steel products and pig iron to third parties.
According to Evraz’s estimates, Evraz was the fourth largest crude steel producer by crude steel volume in
Russia in 2016, and the largest manufacturer by volume of long products for the construction and railway
industries in Russia and the CIS in 2016. Evraz also produces significant quantities of iron ore products and
coking coal, most of which are used in its own steelmaking operations. In 2016, Evraz produced 19.7 million
tonnes of iron ore and mined 22.3 million tonnes of coking coal. Evraz is also one of the leading producers of
vanadium globally. In 2016, Evraz produced 12.9 thousand tonnes of ferrovanadium and other finished
vanadium products.
Business Structure
Segments
Evraz’s business is divided into four principal segments:
• the steel segment, which includes production of steel and related products at all mills except for
those located in North America. Extraction of vanadium ore and production of vanadium
products, iron ore mining and enrichment and certain energy-generating companies are also
included in this segment;
• the steel, North America, segment, which includes production of steel and related products in
the USA and Canada;
• the coal segment, which includes coal mining and enrichment and the operations of Nakhodka
Trade Sea Port as it is used to a significant extent for shipping of products of the coal segment
to Asian markets; and
• the other operations segment, which includes energy-generating companies, shipping and
railway transportation companies.
Inter-segment Sales
Evraz is a vertically integrated steel and mining group. For additional information on Evraz’s iron ore
and coking coal self-coverage, see “Business ― Steel Segment” and “Business ― Coal”. The objective of
Evraz’s vertical integration is not, however, to only use raw materials produced by its subsidiaries. Rather,
Evraz takes a commercial approach to sourcing its raw materials, and may buy and sell iron ore and coal from
59
and to third parties (instead of internal sources) depending on a number of factors, including pricing, grade
and quality of coal and geographic proximity of raw materials to Evraz’s facilities.
Evraz’s inter-segment product sales are at arm’s length, and are based on prices that could be received
from unrelated third parties. Inter-segment transactions are included in the presentation of the respective
segments.
60
Vitkovice Steel and the closure of the Claymont plant in the United States. In 2015, steel production
decreased due to the deconsolidation of EVRAZ Highveld Steel and Vanadium and certain stoppages for
maintenance and repair. In 2016, steel production decreased due to weak tubular and rail markets in North
America and reduced crude steel production at EVRAZ ZSMK due to planned repairs of blast furnaces, as
well as the deconsolidation of EVRAZ Highveld Steel and Vanadium in April 2015 being reflected for the
entire 2016 year. Evraz’s production of crude steel was 13.5 million tonnes in 2016, 14.4 million tonnes in
2015 and 15.5 million tonnes in 2014.
In the period under review, Evraz’s Russian iron ore production amounted to 17.1 million tonnes, 17.6
million tonnes and 17.6 million tonnes of sellable iron ore products in 2016, 2015 and 2014, respectively.
Evraz mined 22.3 million tonnes, 20.9 million tonnes and 21.5 million tonnes of raw coking coal in 2016,
2015 and 2014, respectively. As part of a strategic decision to cease producing non-core steam coal, Evraz
ceased producing it during 2014. Evraz’s production of ferrovanadium and other finished vanadium products
amounted to 12.9 thousand tonnes in 2016, compared to 14.7 thousand tonnes in 2015 and 18.4 thousand
tonnes in 2014.
The average price per tonne at which Evraz sold its steel products varied across its products and
geographies, but steel prices generally held steady for most of 2014, but experienced a decline at the end of
the year, which continued through 2015 and 2016. Vanadium prices remained consistent throughout the period
under review. Coal prices declined during 2014, experienced an increase in mid-2015, but on average
remained lower in 2015 than in 2014. In 2016, coal prices increased in line with global benchmarks. Prices of
iron ore do not have a significant impact on Evraz’s consolidated results as Evraz consumes a significant
portion of the iron ore it produces.
Foreign Exchange
A significant part of Evraz’s revenue is generated in U.S. dollars and its reporting currency is the U.S.
dollar, but Evraz incurs costs in several currencies, particularly the Rouble. Therefore, Evraz’s results of
operations are impacted by the movements of the currencies in which it incurs costs against the U.S. dollar.
The depreciation of local currencies against the U.S. dollar contributed to a general decrease in costs (in U.S.
dollar terms) throughout 2014 and 2015. This was particularly true of the Rouble which depreciated
significantly against the dollar in 2014 and 2015, which, in turn, caused the costs of many of Evraz’s
production inputs to decline substantially. See Note 28 to the 2015 Consolidated Financial Statements for
further information. In 2016, the performance of Evraz’s local currencies as against the local currencies in
which Evraz operates was mixed. In particular, the Rouble appreciated significantly against the dollar,
reversing in part the cost declines that Evraz had experienced in prior years. The following table shows the
movements on the average exchange rates of currencies relevant to Evraz’s subsidiaries against the U.S.
dollar between 2015 and 2014 and between 2015 and 2016:
Average Average
exchange rates exchange rates
depreciation depreciation
Currency 2015 - 2016(1) 2014 - 2015(1) Operations
(1) The average of the exchange rates on each calendar day for the relevant period.
61
Cost Factors
Evraz’s business requires large amounts of raw materials, semi-finished products, fuel and energy. The
raw materials that Evraz uses include coking coal, coke, iron ore and scrap iron. Evraz purchases these inputs
from third-party providers and produces them at its subsidiaries. As a result, Evraz’s results of operations can
be impacted by volatility in the costs, and the availability of, these raw materials. Evraz sources a large
percentage of its coal and iron ore requirements from its subsidiaries, which partially mitigates the impact on
Evraz’s results of operations from increased prices of raw materials. In addition to raw materials, staff costs,
fuel and other energy costs represent a substantial portion of Evraz’s production costs. Raw materials, staff
costs, fuel and energy costs generally decreased throughout the period under review.
Transportation costs for raw materials and finished products also affect Evraz’s results of operations.
Competition in the railway transport industry in Russia is limited and Evraz is, in part, dependent on Russian
Railways, the monopoly railway service provider for delivery of both raw materials and products. Russian
Railways regularly increases tariffs for its services and can do so at a rate which is higher than the rate at
which Evraz can increase its prices. Transportation costs generally declined throughout the period under
review primarily as a result of the depreciation of the Rouble, but this trend was not consistent across all
segments and geographies as, for example in the coal segment, increased production caused transportation
costs to rise despite the benefits from depreciation.
As of 31 December 2016, Evraz employed 77,834 employees. Staff costs impact Evraz’s results of
operations. Employee costs and other costs, such as auxiliary materials and services which Evraz purchases,
are costs that are not generally tied to the volume of product that it sells. These costs are, however, a smaller
percentage of its overall costs than raw materials, energy and transport costs and do not have as significant
an impact on Evraz’s results of operations. In 2016, the key cost cutting initiatives included improvements in
raw material consumption yields and in productivity, the energy efficiency programme, maintenance
procedures, general and administrative expenses, and asset optimisation
In April 2016, EVRAZ Greenfield Development S.A., a direct subsidiary of EVRAZ plc, sold its
60.016% indirect interest in Mezhegeyugol to Evraz. As the result of this acquisition, Mezhegeyugol became
a consolidated subsidiary of Evraz. Evraz applied the pooling of interests method with respect to this
acquisition and presented its 2016 Consolidated Financial Statements as if the transfer of the controlling
interest in Actionfield Limited had occurred from the date of the acquisition by EVRAZ plc. See Note 2 to the
2016 Consolidated Financial Statements for further information. The financial information as of and for the
years ended 31 December 2015 and 2014 used in this Prospectus has been restated to give effect to, among
other things, the Mezhegeyugol acquisition. See “Presentation of Financial and Other Information ―
Presentation of Financial Information”.
In October 2015, Evraz obtained an additional 41% equity interest in Raspadskaya from EVRAZ plc
by way of a contribution in kind to Evraz. In consideration for such contribution, EVRAZ plc received
additional shares in Evraz. As a result of the equity contribution, Raspadskaya became a consolidated
subsidiary of Evraz. Evraz applied the pooling of interests method with respect to this acquisition and
62
presented its 2015 Consolidated Financial Statements as if the transfer of controlling interest in Raspadskaya
had occurred from the date of the acquisition from EVRAZ plc. See Note 2 to the 2015 Consolidated
Financial Statements for further information. The financial information as of and for the year ended 31
December 2014 used in this Prospectus has been restated to give effect to the Raspadskaya acquisition. See
“Presentation of Financial and Other Information ― Presentation of Financial Information”.
Seasonality
Seasonal effects have a relatively limited impact on Evraz. Nonetheless, a slowing of demand and a
consequent reduction in sales volumes, accompanied by an increase in inventories, is typically evident in the
first and fourth quarters of the financial year reflecting the general reduction in economic activity associated
with the New Year holiday period in Russia and elsewhere. The Russian construction market, in particular,
experiences reduced activity in the winter months and export markets generally tend to slow down during the
first and second quarters of the year.
Recent Developments
In January 2017, Evraz partially prepaid its U.S.$500 million syndicated pre-export financing facility,
repaying a further U.S.$110 million of principal. As of the date of this Prospectus, the total principal amount
outstanding under the facility was U.S.$270 million.
On 2 March 2017, Evraz announced the Tender Offers. Following the expiration of the Tender Offers,
Evraz accepted for purchase U.S.$50,232,000, U.S.$331,503,000 and U.S.$300,000,000 in principal amount
of the First 2018 Existing Notes, the Second 2018 Existing Notes and the 2020 Existing Notes, respectively,
thus agreeing to pay U.S.$681,735,000 in aggregate for such notes tendered and accepted. The Tender Offers
will be settled on or about (i) 15 March 2017 in respect of the 2018 Existing Notes and (ii) 21 March 2017 in
respect of the 2020 Existing Notes.
Results of Operations for the Years Ended 31 December 2016, 2015 and 2014
The following table sets out Evraz’s consolidated statement of operations data for the years ended 31
December 2016, 2015 and 2014:
63
Year ended 31 December
2016 2015 2014
Amount in Percentage Amount in Percentage Amount in Percentage
U.S.$m of revenue U.S.$m of revenue U.S.$m of revenue
Non-operating income and
expenses, net ................................ (486) (6.3)% (665) (7.6)% (984) (7.5)%
Loss before tax ........................... (12) (0.2)% (690) (7.9)% (1,103) (8.4)%
Income tax expense ..................... (96) (1.2)% (12) (0.1)% (194) (1.5)%
Net loss ........................................ (108) (1.4)% (702) (8.0)% (1,297) (9.9)%
Net loss attributable to equity
holders of the parent entity .......... (135) (1.8)% (627) (7.1)% (1,194) (9.1)%
Net loss attributable to minority
interests ........................................ 27 0.4% (75) (0.9)% (103) (0.8)%
Note:
(1) Includes revenue from sales of services of U.S.$236 million, U.S.$215 million and U.S.$316 million for the years ended 31 December 2016, 2015
and 2014, respectively. Sales of services consist primarily of heat and electricity supply, port charges, transportation and steel coating.
In the years ended 31 December 2016, 2015 and 2014, transactions with related parties accounted for
approximately 0.4%, 0.4% and 0.5%, respectively, of Evraz’s revenue. In addition, Evraz made purchases
from associates (primarily scrap metal from Vtorresource-Pererabotka) and other related parties (iron ore
from Yuzhny GOK). See “Related Party Transactions” and Note 16 to the 2016 Consolidated Financial
Statements.
Revenue
Evraz’s consolidated revenue in the year ended 31 December 2016 totalled U.S.$7,713 million, a 12%
decrease compared to revenue of U.S.$8,767 million in the year ended 31 December 2015. This decrease was
primarily attributable to lower revenue from sales of steel products, which fell by 8.6% year-on-year and was
in turn primarily attributable to a decrease in prices in line with global benchmarks and lower sales volumes.
External sales volumes of steel products and pig iron decreased from 14.4 million tonnes in the year
ended 31 December 2015 to 13.5 million tonnes in the year ended 31 December 2016.
Evraz’s consolidated revenue in the year ended 31 December 2015 totalled U.S.$8,767 million, a
32.9% decrease compared to revenue of U.S.$13,063 million in the year ended 31 December 2014. Declines
in price and volume of Evraz’s products contributed to this decrease, with price declines being the
predominant factor, particularly in the steel segment, while in the steel, North America and coal segments
volume declines were an equally significant driver of the overall revenue decline.
Sales volumes of steel products and pig iron decreased from 15.2 million tonnes in the year ended 31
December 2014 to 14.4 million tonnes in the year ended 31 December 2015.
The following table presents Evraz’s consolidated revenue by segment for the years ended 31
December 2016, 2015 and 2014:
64
Year ended 31 December
2016 2015 2014
(U.S.$ million, except percentages)
Other operations .................................................................. 363 433 648
Eliminations ........................................................................ (933) (991) (1,584)
Consolidated revenue 7,713 8,767 13,061
% from steel segment .......................................................... 68.55% 65.23% 68.39%
% from steel, North America, segment ............................... 18.97% 25.90% 24.18%
% from coal segment ........................................................... 10.86% 7.40% 6.04%
% from other operations ...................................................... 1.62% 1.47% 1.39%
Steel Segment
Steel segment revenue decreased by 8.2% to U.S.$5,497 million in the year ended 31 December 2016
as compared to U.S.$5,987 million in the year ended 31 December 2015. This was primarily the result of
lower prices of semi-finished products and a decrease in sales volumes of construction products. The decrease
in sales volumes was primarily due to weak tubular and rail markets in North America and reduced crude steel
production at EVRAZ ZSMK due to planned repairs of blast furnaces, as well as the deconsolidation of
EVRAZ Highveld Steel and Vanadium in April 2015 impacting the full 2016 year.
Steel segment revenue decreased by 37.1% to U.S.$5,987 million in the year ended 31 December 2015
as compared to U.S.$9,519 million in the year ended 31 December 2014. This was primarily a result of lower
revenue from the sale of steel products, particularly driven by lower steel prices and assisted by a moderate
decline in steel sales volumes and a shift in product mix towards semi-finished products.
The following table presents Evraz’s steel segment sales and prices by major product groups in the
years ended 31 December 2016, 2015 and 2014:
65
Notes:
(1) Includes billets, slabs, pig iron, pipe blanks and other semi-finished products.
(2) Includes rebars, wire rods, wire, H-beams, channels and angles.
(3) Includes rails, wheels, tyres and other railway products.
(4) Includes commodity plate and other flat-rolled products.
(5) Includes rounds, grinding balls, mine uprights, strips and tubular products.
Revenue attributable to external sales of semi-finished products decreased in the year ended
31 December 2016 as compared to the year ended 31 December 2015, primarily as a result of lower average
prices (down by 9.3%) and a decrease in sales volumes. Decreased sales volumes of slab and pig iron,
primarily in the Russian and European markets, were partially offset by increased sales volumes of billets to
Africa. This shift in production mix supported Evraz’s profit margin as billets are higher margin products than
slab or pig iron.
Revenue attributable to external sales of semi-finished products decreased in the year ended
31 December 2015 as compared to the year ended 31 December 2014, primarily as the result of lower average
prices partially offset by an increase in sales volumes. External sales of billets, slabs and other steel products
increased year-on-year, mainly due to demand for certain finished products, particularly those used in
construction, in the CIS. Export sales of semi-finished products to non-CIS countries grew strongly as these
markets replaced weak domestic demand for finished steel goods due to the economic downturn.
Revenue attributable to sales of construction products to third parties decreased in the year ended 31
December 2016 as compared to the year ended 31 December 2015, mostly due to a decrease in sales volumes
(down by 9.8%) as a result of weak demand in Russia and the CIS and lower prices (down by 1.0%).
Revenue attributable to sales of construction products decreased in the year ended 31 December 2015
as compared to the year ended 31 December 2014, mostly due to lower average prices and weaker demand in
Russia as well as deconsolidation of EVRAZ Highveld Steel and Vanadium. Given the latter, domestic prices
did not increase to reflect the rouble's steep fall in 2015.
Revenue attributable to external sales of railway products in the year ended 31 December 2016
increased as compared to the year ended 31 December 2015 due to higher sales volumes (up by 12.6%),
partially offset by lower prices (down by 6.4%). The increase in sales volumes of railway products in 2016
was primarily attributable to operational improvements at EVRAZ ZSMK’s rolling mill, an improved product
mix, increased demand for rails from Russian Railways and export customers, as well as a general increase in
demand for railcar sections. External revenue from sales of flat-rolled products decreased, primarily due to a
decrease in sales volumes (down by 8.4%) as a result of the full year impact of the deconsolidation of
EVRAZ Highveld Steel and Vanadium and weaker demand and due to lower prices (down by 1.1%).
Revenue attributable to external sales of railway products in the year ended 31 December 2015
decreased as compared to the year ended 31 December 2014 due to changes in average prices (down by
29.1%). Sales volumes of railway products in 2015 also fell due to lower demand in the CIS, caused by a
decline in new railway infrastructure construction and maintenance projects, and a slump in demand from
railcar producers and repair shops. Sales to Russian Railways, however, remained flat year-on-year reaching
632 thousand tonnes. External revenue from sales of flat-rolled products dropped. This was mostly due to
lower sales volumes and average prices following the deconsolidation of EVRAZ Vitkovice Steel and
EVRAZ Highveld Steel and Vanadium, as well as lower sales of third-party producers' flat-rolled goods by
EVRAZ Metall Inprom amid reduced demand. Revenue from sales of other steel products (mainly rounds,
grinding balls and mine uprights sold in Russia) decreased in the year ended 31 December 2015 as compared
to the year ended 31 December 2014, primarily as the result of declining sales prices.
Steel segment revenue attributable to sales of iron ore products decreased in the year ended
31 December 2016 as compared to the year ended 31 December 2015. This was due to a decrease in sales
66
volumes (down by 4.5%) following the deconsolidation of EVRAZ Highveld Steel and Vanadium, as well as
lower iron ore prices (down by 2.7%). Prices for iron ore products decreased slightly in 2016, in line with
global benchmarks.
Revenue attributable to sales of iron ore products decreased in the year ended 31 December 2015 as
compared to the year ended 31 December 2014. This was due to lower iron ore prices (down 37.2%) and sales
volumes (down 2.7%) resulting from the deconsolidation of EVRAZ Highveld Steel and Vanadium. Prices of
iron ore products generally declined in 2015, in line with global benchmarks.
Revenue attributable to sales from vanadium products declined as a result of lower prices, which
reflected global price trends, and lower sales volumes, which were caused by the deconsolidation of EVRAZ
Highveld Steel and Vanadium, while average selling prices mirrored the downward trends in the global steel
market.
Revenue attributable to sales from vanadium products declined as a result of lower prices, which
reflected global price trends, and lower sales volumes, which were caused by the deconsolidation of EVRAZ
Highveld Steel and Vanadium, while average selling prices mirrored the downward trends in the global steel
market.
Revenue from inter-segment sales totalled U.S.$184 million in the year ended 31 December 2016
compared to U.S.$238 million in the year ended 31 December 2015 and U.S.$543 million in the year ended
31 December 2014.
The following table presents the geographic breakdown of Evraz Steel segment’s revenue from sales
of steel products to third parties in the years ended 31 December 2016, 2015 and 2014 (based on location of
customer) in absolute terms and as a percentage of total revenue:
Revenue from sales in Russia decreased in absolute terms in the year ended 31 December 2016 as
compared to the year ended 31 December 2015, mainly due to a decrease in sales volumes (down 7.7%).
However, the share of revenue from sales in Russia as a proportion of total revenue increased from 48.3% in
2015 to 49.7% in 2016, mainly due to shifting sales from Europe and the CIS to the Russian market.
Revenue from sales in Russia decreased in absolute terms and as a proportion of total revenue in the
year ended 31 December 2015 as compared to the year ended 31 December 2014. The principal driver of this
decrease was management’s decision to shift sales from the Russian market to certain export markets in order
to help stabilise production volumes and increase profitability in an environment where the Rouble was
depreciating. Additionally, a decline of sales prices in the Russian market due to decrease in demand and
devaluation of the Rouble helped to accelerate this trend.
67
Revenue from sales in Asia decreased in absolute terms but increased as a proportion of total revenue
in the year ended 31 December 2016 as compared to the year ended 31 December 2015. The decrease in
revenue was primarily attributable to lower prices, especially for construction products and semi-finished
products, partially offset by an increase in sales volumes.
Revenue from sales in Asia decreased in absolute terms but increased as a proportion of total revenue
in the year ended 31 December 2015 as compared to the year ended 31 December 2014. Sales volumes in
Asia remained relatively stable in the reporting periods as the decrease in revenue was primarily attributable
to a decline in prices, especially for semi-finished products, which followed the general trend in the global
steel market.
Revenue from sales in Europe decreased in absolute terms and as a proportion of total revenue in the
year ended 31 December 2016 as compared to the year ended 31 December 2015, primarily as a result of
lower prices and a decrease in sales volumes of semi-finished products and pig iron.
Revenue from sales in Europe increased in absolute terms and as a proportion of total revenue in the
year ended 31 December 2015 as compared to the year ended 31 December 2014. This increase was
associated with an increase in sales volumes of semi-finished products to the region and was partially offset
by lower sales prices.
Revenue from sales in the CIS decreased in absolute terms and as a proportion of total revenue in the
year ended 31 December 2016 as compared to the year ended 31 December 2015, primarily as a result of a
decrease in sales volumes, principally of construction products, as well as lower sales prices of railway
products and construction products.
Revenue from sales in the CIS decreased in absolute terms but increased as a proportion of total
revenue in the year ended 31 December 2015 as compared to the year ended 31 December 2014. The
principal driver of the lower revenue from the CIS was a decline in prices for steel products.
Revenue from sales in Africa, the Americas and the rest of the world decreased in absolute terms but
increased as a proportion of total revenue in the year ended 31 December 2016 as compared to the year ended
31 December 2015. The principal drivers of the decrease in revenue were lower sales prices in Asia, primarily
of construction products and semi-finished products, partially offset by an increase in sales volumes to Asia
and Africa.
Revenue from sales in Africa, the Americas and the rest of the world decreased in absolute terms but
increased as a proportion of total revenue in the year ended 31 December 2015 as compared to the year ended
31 December 2014. The principal drivers of the lower revenue from the Americas and the rest of the world
were a decrease in sales prices for steel and lower sales volumes of vanadium products to the region.
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The following table presents Evraz’s steel, North America, segment sales and prices by major product
groups in the year ended 31 December 2016, 2015 and 2014:
Year ended 31 December
Construction products(1) .......... 158 10.8% 562 216 9.5% 675 337 10.7% 825
Railway products(2)..................... 232 15.8% 723 435 19.2% 840 513 16.2% 956
Flat-rolled products(3)................ 372 25.4% 694 438 19.2% 768 619 19.6% 1,002
Tubular products(4)...................... 588 40.2% 1,001 1,016 44.8% 1,248 1,499 47.4% 1,433
Other revenue(5) ............................ 114 7.8% n/a 165 7.3% n/a 192 6.1% n/a
Notes:
(1) Includes beams, rebars and structural tubing.
(2) Includes rails.
(3) Includes commodity plate, speciality plate and other flat-rolled products.
(4) Includes large diameter line pipes, ERW pipes and casing and seamless pipes, casing and tubing.
(5) Includes scrap and services.
Revenue attributable to sales of construction products decreased in the year ended 31 December 2016
as compared to the year ended 31 December 2015, primarily as the result of lower prices and a decrease in
sales volumes. The decrease in sales volumes was primarily attributable to reduced demand for rod and bar
products, as well as to the full year impact of the disposal of a structural tubing facility in Portland in March
2015.
Revenue attributable to sales of construction products decreased in the year ended 31 December 2015
as compared to the year ended 31 December 2014, primarily as the result of price and volume decline. The
fall in sales volumes was primarily attributable to the disposal of a structural tubing facility in Portland in
March 2015. Prices for construction products were under pressure from high import volumes in North
America.
Revenue attributable to sales of railway products decreased in the year ended 31 December 2016 as
compared to the year ended 31 December 2015, primarily as a result of reduced demand in the rail market, as
the larger railroads experienced a decline in traffic and thus reduced their average capital expenditures as well
as a surplus inventory of rails.
Revenue attributable to sales of railway products decreased in the year ended 31 December 2015 as
compared to the year ended 31 December 2014, driven by a drop in average prices, in line with the general
price trend in the U.S. steel market. The lower volume related to operational issues in the third quarter 2015,
while demand from railway customers was stable.
Revenue attributable to sales of flat-rolled products (primarily plates) decreased in the year ended 31
December 2016 as compared to the year ended 31 December 2015, primarily as a result of lower prices and a
decrease in sales volumes due to weak market conditions.
69
Revenue attributable to sales of flat-rolled products (primarily plates) decreased in the year ended 31
December 2015 as compared to the year ended 31 December 2014, primarily as the result of lower sales
prices caused by increased competition from imports accompanied by a decrease in sales volumes.
Revenue attributable to sales of tubular products decreased in the year ended 31 December 2016 as
compared to the year ended 31 December 2015, primarily as a result of a decrease in sales volumes, which
was in turn driven by reduced demand in the OCTG market caused by a slowdown in oil drilling activities
stemming from the global decline in oil prices.
Revenue attributable to sales of tubular products decreased in the year ended 31 December 2015 as
compared to the year ended 31 December 2014, primarily due to lower sales volumes (down 22.3%) and price
change (down 9.9%). The drop in sales volumes was driven by weaker demand for OCTG and small-diameter
line pipe, caused by a slowdown in drilling activities due to the slump in oil prices. Sales of large-diameter
pipes (“LD Pipe”) remained strong due to demand from midstream infrastructure companies. Revenue
attributable to other sales decreased slightly in the year ended 31 December 2015 as compared to the year
ended 31 December 2014, primarily as the result of reduced prices.
All the revenue of Evraz’s steel, North America, segment is attributable to sales in the North and South
American markets.
Coal Segment
Evraz’s coal segment revenue increased by 23.8% to U.S.$1,322 million in the year ended 31
December 2016 as compared with U.S.$1,068 million in the year ended 31 December 2015. Overall revenue
increased amid increasing sales prices due to the recovery of global demand, as well as a temporary supply
deficit in the Russian market following an interruption in operations at Vorkutaugol’s Severnaya mine. Sales
volumes also increased due to higher annual output at the Erunakovskaya-8 mine, following longwall moves
and unfavourable geological conditions in 2015. In addition, productivity at the Uskovskaya and
Ossinikovskaya mines improved, and annual output at Mezhegeyugol rose following the launch of room-and-
pillar mining operations in 2016.
Evraz’s coal segment revenue decreased by 19.1% to U.S.$1,068 million in the year ended 31
December 2015 as compared with U.S.$1,320 million in the year ended 31 December 2014. Overall revenue
decreased amid a reduction in sales prices, reflecting decreased global demand and greater output in other
coal-exporting countries. Sales volumes also decreased, as Evraz mined less raw coal in accordance with the
annual schedule of longwall moves. In 2014, non-core steam coal production was suspended, which was
followed by decommissioning of the only remaining steam coal mine (Kusheyakovskaya mine).
The following table presents Evraz’s coal segment sales and prices in the year ended 31 December
2016, 2015 and 2014:
External Sales
Coking coal ...................... 66 5.0% 52 58 5.4% 31 78 5.9% 45
Coal concentrate ............... 690 52.2% 83 543 50.8% 72 605 45.9% 84
Steam coal ....................... – – – – – – 39 3.0% 45
Inter-segment Sales
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Coking coal ...................... 42 3.2% 34 47 4.4% 35 85 6.4% 48
Coal concentrate ............... 409 30.9% 92 344 32.2% 78 408 31.0% 92
Other revenue....................... 115 8.7% n/a 76 7.2% n/a 103 8.0% n/a
Coal product sales to the steel segment amounted to U.S.$451 million (34.1% of coal segment sales) in
the year ended 31 December 2016 as compared to U.S.$391 million (36.6% of coal segment sales) in the year
ended 31 December 2015. Approximately 48% of Evraz’s coking coal requirements were satisfied by supplies
from Yuzhkuzbassugol and Raspadskaya in the year ended 31 December 2016 as compared to 51% in the year
ended 31 December 2015.
Coal product sales to the steel segment amounted to U.S.$391 million (36.6% of coal segment sales) in
the year ended 31 December 2015 as compared to U.S.$493 million (37.4% of coal segment sales) in the year
ended 31 December 2014. Approximately 51% of Evraz’s coking coal requirements were satisfied by supplies
from Yuzhkuzbassugol and Raspadskaya in the year ended 31 December 2015 as compared to 54% in the year
ended 31 December 2014.
In October 2015, Raspadskaya, a coking coal producer, became a consolidated subsidiary of Evraz
and, accordingly, its results are fully reflected within Evraz’s financial statements commencing with the 2015
Consolidated Financial Statements. In April 2016, Mezhegeyugol became a consolidated subsidiary and,
accordingly, its results are fully reflected within Evraz’s financial statements commencing with the 2016
Consolidated Financial Statements. In each case, the figures presented herein for the financial years ended 31
December 2015 and 2016 have been restated to reflect those events, where appropriate.
The following table presents the geographic breakdown of Evraz’s coal segment’s consolidated
revenue from coal products sales to third parties in the year ended 31 December 2016, 2015 and 2014 (based
on location of customer) in absolute terms and as a percentage of total revenue:
Approximately 45.0% of Evraz’s external revenue from sales of coal products by Evraz’s coal segment
in the year ended 31 December 2016 were to customers in Russia, as compared to 46.7% in the year ended 31
December 2015. This decrease was primarily attributable to the increase of coking concentrate sales to the
CIS due to higher sales prices in export markets.
Approximately 46.7% of Evraz’s external revenue from sales of coal products by Evraz’s coal segment
in the year ended 31 December 2015 were to customers in Russia, as compared to 55.1% in the year ended 31
December 2014. This decrease was primarily attributable to the decreased demand for coking coal from
Russian steelmaking companies who have started to use more of their own captive coal supply and
introduction of pulverised coal injection (PCI). Evraz shifted sales from the Russian market to export markets
in order to stabilise production volumes and increase profitability in response to the weaker Rouble. The
majority of the shift in sales was to the Asian market.
71
Other Operations
Evraz’s other operations segment revenue decreased by 16.2% to U.S.$363 million in the year ended
31 December 2016 as compared with U.S.$433 million in the year ended 31 December 2015. This decrease
was primarily attributable to the weakening of the Rouble, as revenue within this segment is generally
Rouble-denominated, combined with lower revenue from sea freight services provided by East Metals
Shipping to Evraz’s steel segment.
Evraz’s other operations segment revenue decreased by 33.2% to U.S.$433 million in the year ended
31 December 2015 as compared with U.S.$648 million in the year ended 31 December 2014. This decrease
was primarily attributable to weakening of Russian rouble since revenue of the segment is generally Rouble-
denominated.
The following table presents cost of revenue and gross profit by segment for the years ended
31 December 2016, 2015 and 2014, including percentage of segment revenue:
Steel segment
Cost of revenue ............................... 4,068 74.0% 4,431 74.0% 6,920 72.7%
Raw materials ............................... 1,720 31.3% 1,782 29.8% 2,633 27.7%
Iron ore...................................... 289 5.3% 349 5.8% 702 7.4%
Coking coal and coke ................ 826 15.0% 749 12.5% 892 9.4%
Scrap ......................................... 274 5.0% 295 4.9% 495 5.2%
Other raw materials ................... 331 6.0% 389 6.6% 544 5.7%
Auxiliary materials ....................... 314 5.7% 342 5.7% 464 4.9%
72
Year ended 31 December
Notes:
(1) Includes goods for resale, taxes and semi-finished products and inter-segment unrealised profit and loss (“inter-segment URP”) in cost of revenue.
73
(2) Includes primarily allowances for inventories, goods for resale, certain taxes, transportation and inter-segment URP.
(3) Includes primarily goods for resale and certain taxes, allowance for inventory, raw materials and inter-segment URP.
Steel Segment
Evraz’s steel segment cost of revenue decreased by 8.2% to U.S.$4,068 million in the year ended 31
December 2016 from U.S.$4,431 million in the year ended 31 December 2015 and U.S.$6,920 million in the
year ended 31 December 2014.
The principal factors affecting the change in Evraz’s steel segment cost of revenue in absolute terms in
the year ended 31 December 2016 as compared to the year ended 31 December 2015 were as follows:
• a decrease in the cost of raw materials due to (i) an overall decline in iron ore consumption and
lower pig iron production at EVRAZ ZSMK in reaction to lower demand and a decrease in iron
ore prices in local currency on the Russian market, accompanied by the depreciation of the
Rouble and the Ukrainian Hryvnia, partially offset by an increase in consumption of iron ore at
EVRAZ DMZ due to higher pig iron output and an increase in prices in local currencies on the
Ukrainian market; (ii) an overall increase in coking coal consumption caused by higher global
benchmark prices, partially offset by the depreciation of the Rouble and the Ukrainian Hryvnia
as well as the deconsolidation of EVRAZ Highveld Steel and Vanadium; (iii) an overall decline
in scrap consumption caused by the depreciation of the Rouble and the Ukrainian Hryvnia,
partially offset by higher scrap prices in local currency on the Russian market; (iv) a decrease in
prices of other raw materials caused by the depreciation of the Rouble and the Ukrainian
Hryvnia, the full year impact of the deconsolidation of EVRAZ Highveld Steel and Vanadium
and a decrease in prices of vanadium materials and ferroalloys; and (v) cost-cutting initiatives,
which reduced consumption levels;
• a decrease in auxiliary material costs were down by 8.2%, primarily due to the depreciation of
the Rouble and the deconsolidation of EVRAZ Highveld Steel and Vanadium, partially offset
by higher prices in local currencies (mainly for refractories);
• a decrease in service costs, primarily due to the depreciation of the Rouble and the Ukrainian
Hryvnia and the deconsolidation of EVRAZ Highveld Steel and Vanadium;
• a decrease in staff costs, primarily due to the depreciation of the Rouble and the Ukrainian
Hryvnia, personnel optimisation programmes and the deconsolidation of EVRAZ Highveld
Steel and Vanadium, partially offset by wage inflation at Russian sites;
• a decrease in depreciation and depletion costs, primarily due to the depreciation in local
currencies;
• a decrease in energy costs, primarily due to the depreciation of the Rouble and the Ukrainian
Hryvnia and the full year impact of the deconsolidation of EVRAZ Highveld Steel and
Vanadium, partially offset by an increase in tariffs in local currencies; and
• other costs decreased, primarily due to changes in goods for resale, inter-segment URP, and the
Rouble and the Ukrainian Hryvnia depreciation.
The principal factors affecting the change in Evraz’s steel segment cost of revenue in absolute terms in
the year ended 31 December 2015 as compared to the year ended 31 December 2014 were as follows:
• a decrease in the cost of raw materials, primarily due to a decline in prices in Russia and a
decline in iron ore prices in Russia, partially offset by coking coal price increases in Ukraine, a
decrease in the volumes of raw materials utilised in production, including a relative decline in
74
the amount of iron ore sourced from third parties as internal production volumes of iron ore
increased, the deconsolidation of EVRAZ Highveld Steel and Vanadium and certain cost-
cutting initiatives which reduced the rates at which raw materials were consumed;
• a decrease in auxiliary materials costs, primarily due to the depreciation of the Rouble and the
Ukrainian Hryvnia and the deconsolidation of EVRAZ Highveld Steel and Vanadium which
were partially offset by an increase in local currency prices and the consumption of refractories
for current repairs;
• a decrease in service costs, primarily due to the depreciation of the Rouble and the Ukrainian
Hryvnia, as well as the deconsolidation of EVRAZ Highveld Steel and Vanadium;
• a decrease in staff costs, primarily due to the depreciation of the Rouble and the Ukrainian
Hryvnia, personnel optimisation programmes, the deconsolidation of EVRAZ Highveld Steel
and Vanadium which were partially offset by wage inflation in Russia and Ukraine; and
• a decrease in energy costs, primarily due to the depreciation of the Rouble and the Ukrainian
Hryvnia; reduced consumption of electricity and natural gas due to asset optimisations and
lower production volumes at Russian steelmaking sites; the use of pulverised coal injection
(PCI) technology at Evraz ZSMK, which was commissioned in the second quarter 2014; an
increase in own generation at ZabSib Heat and Power plant. Lower energy costs were partially
offset by an increase in tariffs in local currencies.
Steel segment gross profit decreased to U.S.$1,429 million in the year ended 31 December 2016 from
U.S.$1,556 million in the year ended 31 December 2015 and U.S.$2,599 million in the year ended 31
December 2014. The decrease in steel segment gross profit by 8.2% in the year ended 31 December 2016 as
compared to the year ended 31 December 2015 reflected the decrease in segment revenue by 8.2% and the
decrease in the cost of revenue by 8.2%. The 40.1% decrease in steel segment gross profit in the year ended
31 December 2015 as compared to the year ended 31 December 2014 reflected the 37.1% decline in segment
revenue and the 36.0% decline in cost of revenue. As a result, gross profit margin remained unchanged at
26.0% of steel segment revenue in the year ended 31 December 2016 as compared to 26.0% in the year ended
31 December 2015, which in turn decreased from 27.3% in the year ended 31 December 2014.
• a decrease in the cost of raw materials, primarily due to lower consumption of scrap, ferroalloys
and other raw materials, which was in turn driven by lower volumes of crude steel and finished
products (primarily tubular products and rails), as well as cost-cutting initiatives;
• a decrease in the cost of semi-finished products, primarily due to lower production volumes of
tubular products and a decline in prices for purchased slab;
75
• a decrease in service costs, primarily due to a decline in production volumes;
• a decrease in energy costs, primarily due to a reduction in energy consumption caused by a drop
in production volumes and lower tariffs for energy and natural gas; and
• a decrease in other costs, primarily due to changes in allowances for inventories on the back of
lower inventory write-offs and slow-moving adjustments as a result of reduced inventory
volumes, accompanied by the decline in transportation costs and changes in goods for resale.
The principal factors affecting the change in Evraz’s steel, North America, segment cost of revenue in
absolute terms in the year ended 31 December 2015 as compared to the year ended 31 December 2014 were
as follows:
• a decrease in the consumption of raw materials as a result of lower production volumes of crude
steel and finished products, such as OCTG, flat-rolled products and wire rod, and cost-cutting
initiatives which resulted in lower consumption rates as well as a decline in raw materials
prices;
• a decrease in auxiliary materials costs due to the implementation of a cost-cutting plan in 2015
and a decrease in production volumes of crude steel and finished products;
• a decrease in energy costs due to decreased production volumes which resulted in reduced
energy consumption as well as lower tariffs for energy and natural gas.
These factors were partially offset by an increase in other costs due to an increase in inventory write-
offs caused by the overall decline in the market for the segment’s production.
Evraz’s steel, North America, segment gross profit decreased to U.S.$221 million from U.S.$293
million in the year ended 31 December 2015 and U.S.$538 million in the year ended 31 December 2014.
Gross profit margin amounted to 15.1% of steel, North America, segment revenue in the year ended 31
December 2016 compared to 12.9% of steel, North America, segment revenue in the year ended 31 December
2015 and 17.0% in the year ended 31 December 2014.
Coal Segment
Evraz’s coal segment cost of revenue decreased to U.S.$701 million in the year ended 31 December
2016 from U.S.$758 million in the year ended 31 December 2015 and U.S.$1,053 million in the year ended
31 December 2014.
The decrease in Evraz’s coal segment’s cost of revenue in the year ended 31 December 2016 as
compared to the year ended 31 December 2015, in absolute terms, was primarily attributable to:
• an increase in the consumption of auxiliary materials, primarily due to higher sales volumes,
partially offset by the depreciation of the Rouble as well as cost-cutting initiatives;
• an increase in services costs, primarily due to higher production volumes, partially offset by the
depreciation in the Rouble;
• a decrease in transportation costs, primarily due to the depreciation of the Rouble, partially
offset by an increase in costs due to higher sales volumes;
76
• a decrease in staff costs, primarily due to the depreciation of the Rouble and certain asset
optimisation initiatives;
• a decrease in depreciation and depletion costs, primarily due to the depreciation of the Rouble
and certain asset optimisation initiatives, including the suspension of operations at
Raspadskaya’s MUK-96 mine and the closure of a mine field at Raspadskaya Koksovaya 1;
• a decrease in energy costs, primarily due the effect of currency movements, partially offset by
higher electricity prices in local currencies; and
• an increase in other costs, primarily due to changes in goods for resale and raw material costs,
partially offset by the effect of the depreciation of the Rouble.
The decrease in Evraz’s coal segment’s cost of revenue in the year ended 31 December 2015 as
compared to the year ended 31 December 2014, in absolute terms, was primarily attributable to:
• a decrease in the cost of auxiliary materials and services, primarily due to the depreciation of
the Rouble, as well as certain asset optimisation and cost-cutting initiatives;
• a decrease in transportation costs, primarily due to lower sales volumes and transportation costs
from Russian entities as a result of the depreciation of the Rouble;
• a decrease in depreciation and depletion costs, primarily due to the revision of future mining
plans, a lower rate of mineral deposit depletion and the depreciation of the Rouble;
• a decrease in energy costs, primarily due to the effect of currency movements, partially offset
by higher electricity prices in local currencies; and
• an increase in other costs, primarily due to changes in taxes, work-in-progress and stocks of
finished goods and the depreciation of the Rouble.
Coal segment gross profit increased to U.S.$621 million in the year ended 31 December 2016 from
U.S.$298 million in the year ended 31 December 2015 and U.S.$265 million in the year ended 31 December
2014. Gross profit margin amounted to 47.0% of coal segment revenue in the year ended 31 December 2016
compared to 29.0% of coal segment revenue in the year ended 31 December 2015 and 20.1% in the year
ended 31 December 2014.
Other Operations
Evraz’s other operations segment cost of revenue decreased to U.S.$278 million in the year ended 31
December 2016 from U.S.$322 million in the year ended 31 December 2015 and U.S.$519 million in the year
ended 31 December 2014. Evraz’s other operations segment cost represented 76.6% of other operations
segment revenue in the year ended 31 December 2016 compared to 74.4% and 80.1% of other operations
segment revenue in the years ended 31 December 2015 and 2014, respectively. The decrease in Evraz’s other
operations segment cost of revenue primarily resulted from the depreciation of the Rouble against the U.S.
dollar as well as the decrease in energy consumption.
77
revenue. Selling and distribution costs largely consist of transportation expenses related to Evraz’s selling
activities. The decrease in selling and distribution costs in the year ended 31 December 2016 as compared to
the year ended 31 December 2015 was primarily due to the depreciation of the Rouble. The decrease in
selling and distribution costs in the year ended 31 December 2015 as compared to the year ended 31
December 2014 was primarily due to the depreciation of the Rouble as well as lower external sales volumes.
The following table presents selling and distribution costs by segment in the year ended 31 December
2016, 2015 and 2014, including as a percentage of segment revenue:
Steel
Transportation costs ............. 346 6.3% 383 6.5% 517 5.5%
Staff costs ............................ 21 0.4% 25 0.4% 40 0.4%
Bad debt provision ............... - 0.0% 8 0.1% 22 0.2%
Depreciation ........................ 1 0.0% 7 0.1% 18 0.2%
Other costs(1) ........................ 64 1.2% 61 1.0% 90 0.9%
Total .................................... 432 7.9% 484 8.1% 687 7.2%
Coal
Transportation costs ............. 48 3.6% 43 4.0% 39 3.0%
Staff costs ............................ - 0.0% - 0.0% - 0.0%
Bad debt provision ............... 1 0.1% 1 0.1% - -
Depreciation ........................ - 0.0% - 0.0% - -
Other costs(1) ........................ 5 0.4% 6 0.6% 7 0.5%
Total .................................... 54 4.1% 50 4.7% 46 3.5%
Note:
(1) Includes auxiliary materials, packaging, port services and customs duties.
78
Steel Segment
Selling and distribution costs amounted to 7.9%, 8.1%, and 7.2% of Evraz’s steel segment revenue in
the years ended 31 December 2016, 2015 and 2014, respectively.
The primary factors affecting the changes in the steel segment’s selling and distribution costs in the
year ended 31 December 2016 as compared to the year ended 31 December 2015 were:
• a decrease in transportation costs by 9.7%, primarily due to reduced freight costs in connection
with lower shipment volumes, lower expenses from local railroad tariffs due to the depreciation
of local currencies against the U.S. dollar, a reduction in sales on CFR/CIF shipment terms,
changes in transport means structure (e.g., to using larger vessels with lower average shipping
volumes by metric tonnage), partially offset by allowance decrease to tariffs from operators and
price increase;
• a decrease in staff costs by 16%, primarily due to the reclassification of staff costs of certain
categories of personnel, in particular warehouse workers, from selling and distribution costs to
general and administrative expenses, as well as certain foreign exchange movements, in
particular the depreciation of the Rouble against the U.S. dollar;
• a decrease in the bad debt provision by 100%, primarily due to an increase in the accrual of
expenses related to heating services at EVRAZ NTMK;
• a decrease in depreciation by 85.7%, primarily due to the full year impact of the
deconsolidation of EVRAZ Highveld Steel and Vanadium; and
• an increase in other costs by 4.9%, primarily due to having to pay increased sales commissions
as result of changes in the product mix and the sales terms associated with those products,
accompanied by higher handling expenses.
The primary factors affecting the changes in the steel segment’s selling and distribution costs in the
year ended 31 December 2015 as compared to the year ended 31 December 2014 were:
• a decrease in transportation costs by 25.9%, primarily due to lower expenses from local railroad
tariffs due to the depreciation of local currencies against the U.S. dollar, lower volumes of
shipments and deconsolidation of EVRAZ Highveld Steel and Vanadium (down U.S.$41
million), partially offset by higher port charges costs mainly due to increase of sales on free-on-
board (FOB) terms and changes in the destination of certain shipments;
• a decrease in staff costs by 37.5%, primarily due to foreign exchange movements, in particular
the depreciation of the Rouble against the U.S. dollar, most noticeably at the Inprom Group;
• a decrease in the bad debt provision by 63.6%, primarily due to the deconsolidation of EVRAZ
Highveld Steel and Vanadium (down by U.S.$9 million) and provision recovery at Evraz
Dnepropetrovsky Steel Works as a result of an assignment of bad debt to Evraztrans-Ukraine
(which did not have effect on consolidated results);
• a decrease in other costs by 32.2% primarily due to depreciation of local currencies against the
U.S. dollar and lower sales volumes.
79
and distribution costs for the segment decreased by U.S.$56 million to U.S.$186 million in the year ended 31
December 2016 from U.S.$242 million in the year ended 31 December 2015. This decrease was primarily
caused by lower sales volumes. In absolute terms, selling and distribution costs for the segment decreased by
U.S.$17 million to U.S.$242 million in the year ended 31 December 2015 from U.S.$259 million in the year
ended 31 December 2014. This decline was primarily caused by the depreciation of the Canadian dollar
against the U.S. dollar.
Coal Segment
Selling and distribution costs amounted to 4.1%, 4.7%, and 3.5% of Evraz’s coal segment revenue in
the year ended 31 December 2016, 2015 and 2014, respectively. In absolute terms, selling and distribution
costs for the segment increased by 8% to U.S.$54 million in the year ended 31 December 2016 from U.S.$50
million in the year ended 31 December 2015. The increase in transportation costs in 2016 was primarily
attributable to an increase in sales on export. In absolute terms, selling and distribution costs for the segment
increased by 8.7% to U.S.$50 million in the year ended 31 December 2015 from U.S.$46 million in the year
ended 31 December 2014. The increase in transportation costs in 2015 was primarily attributable to the
increase of sales on carriage paid to (CPT) shipment terms.
Other Operations
Selling and distribution costs amounted to 17.9%, 21.7% and 13.4% of other operations revenue and
U.S.$65 million, U.S.$94 million and U.S.$87 million in absolute terms in the year ended 31 December 2016,
2015 and 2014, respectively. This decrease in selling and distribution costs in the year ended 31 December
2016 as compared to the year ended 31 December 2015 was largely due to lower freight services expenses
due to lower steel sales volumes. The increase in selling and distribution costs in the year ended 31 December
2015 as compared to the year ended 31 December 2014 was primarily attributable to higher freight services
expenses and port charges as a result of changes in the destination of certain shipments.
The following table presents general and administrative expenses by segment for the years ended
31 December 2016, 2015 and 2014, including as a percentage of segment revenue:
Steel
Staff costs ......................................... 111 2.0% 132 2.2% 210 2.2%
Taxes, other than on income ............. 16 0.3% 23 0.4% 30 0.3%
Other(1) .............................................. 69 1.3% 76 1.3% 116 1.2%
Total ................................................. 196 3.6% 231 3.9% 356 3.7%
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Taxes, other than on income ............. - - - - 1 0.0%
Other(1) .............................................. 46 3.1% 59 2.6% 64 2.0%
Total ................................................. 116 7.9% 136 6.0% 164 5.2%
Coal
Staff costs ......................................... 31 2.3% 36 3.4% 58 4.4%
Taxes, other than on income ............. 2 0.2% 2 0.2% 3 0.3%
Other(1) .............................................. 13 1.0% 16 1.5% 28 2.1%
Total ................................................. 46 3.5% 54 5.1% 89 6.8%
Notes:
(1) Includes depreciation, services and other costs.
(2) Relates principally to staff costs.
Steel Segment
General and administrative expenses decreased to U.S.$196 million in the year ended 31 December
2015 from U.S.$231 million in the year ended 31 December 2015 and U.S.$356 million in the year ended 31
December 2014. It represented 3.6%, 3.9% and 3.7% of the steel segment revenue in the years ended 31
December 2016, 2015 and 2014, respectively.
The principal factors affecting the changes in the steel segment’s general and administrative expenses
in the year ended 31 December 2016 as compared to the year ended 31 December 2015 were:
• a decrease in staff costs by 15.9%, primarily due to the depreciation of local currencies against
the U.S. dollar and the deconsolidation of EVRAZ Highveld Steel and Vanadium (down U.S.$3
million);
• a decrease in taxes, other than income taxes, by 30.4%, primarily due to VAT provision
recovery at Evraz Dnepropetrovsky Steel Works as a result of a favourable outcome in certain
legal proceedings; and
• a decrease in other expenses by 9.2%, primarily due to the depreciation of local currencies
against the U.S. dollar.
The principal factors affecting the changes in the steel segment’s general and administrative expenses
in the year ended 31 December 2015 as compared to the year ended 31 December 2014 were:
• a decrease in staff costs by 37.1%, primarily due to a reduction in the average number of
employees as a result of personnel optimisation programmes as well as the depreciation of local
currencies against U.S. dollar. Additional contributors were the deconsolidation of EVRAZ
Highveld Steel and Vanadium and the disposal of EVRAZ Vitkovice Steel (down U.S.$15
million);
• a decrease in taxes, other than income taxes, by 23.3%, primarily due to the depreciation of
local currencies against the U.S. dollar; and
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• a decrease in other expenses by 34.5%, primarily due to the depreciation of various local
currencies against the U.S. dollar.
Coal Segment
General and administrative expenses decreased to U.S.$46 million in the year ended 31 December
2016 from U.S.$54 million in the year ended 31 December 2015 and U.S.$89 million in the year ended
31 December 2014. It represented 3.5%, 5.1% and 6.8% of the coal segment revenue in the years ended
31 December 2016, 2015 and 2014, respectively. The decrease in general and administrative expenses in the
year ended 31 December 2016 as compared to the year ended 31 December 2015 was primarily attributable to
a decrease in staff costs as a result of personnel optimisation programs and the depreciation of the Rouble.
The decrease in general and administrative expenses in the year ended 31 December 2015 as compared to the
year ended 31 December 2014 was primarily attributable to a decrease in staff costs, which resulted from
personnel optimisation programs, the closure of certain Yuzhkuzbassugol mines (Abashevskaya,
Kusheyakovskaya), as well as the depreciation of the Rouble.
Other Operations
General and administrative expenses decreased to U.S.$5 million in the year ended 31 December 2016
from U.S.$6 million in the year ended 31 December 2015 and U.S.$9 million in the year ended 31 December
2014. General and administrative expenses represented 1.4% of the other operations segment revenue in the
year ended 31 December 2016 compared to 1.4% of the other operations segment revenue in both of the years
ended 31 December 2015 and 2014. The decrease in general and administrative expenses in the year ended 31
December 2016 as compared to the year ended 31 December 2015 and in the year ended 31 December 2015
as compared to the year ended 31 December 2014 was primarily attributable to the depreciation of the local
currencies in which Evraz operates against the U.S. dollar.
Unallocated
Unallocated general and administrative expenses are largely attributable to costs associated with
EvrazHolding, EvrazTekhnika (a subsidiary, which provides IT services to Evraz’s operations in Russia),
OUS (a subsidiary, which provides accounting services to Evraz’s operations in Russia and Ukraine) and
EvrazService (a subsidiary, which provides office maintenance in Moscow). Most of EvrazHolding’s general
and administrative costs relate to wages and salaries in respect of its employees, including Evraz’s senior
management.
Unallocated general and administrative expenses decreased to U.S.$99 million in the year ended 31
December 2016 from U.S.$118 million in the year ended 31 December 2015 and U.S.$194 million in the year
ended 31 December 2014. The decrease in the year ended 31 December 2016, as compared to the year ended
31 December 2015, was primarily attributable to the depreciation of the Rouble. The decrease in the year
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ended 31 December 2015, as compared to the year ended 31 December 2014, was primarily attributable to the
depreciation of the Rouble and a reduction in payroll and bonuses.
Steel segment
Social and social infrastructure (21) (0.4)% (24) (0.4)% (21) (0.2)%
maintenance expenses ..........................
Loss on disposal of property, plant (8) (0.1)% (8) (0.1)% (20) (0.2)%
and equipment ......................................
Impairment of assets ............................. (11) (0.2)% (81) (1.4)% (196) (2.1)%
Foreign exchange gains/(losses), net .... (43) (0.8)% (270) (4.5)% 84 0.9%
Other operating income/(expense), net . (16) (0.3)% (20) (0.3)% (12) (0.1)%
Total..................................................... (99) (1.8)% (403) (6.7)% (165) (1.7)%
Steel, North America, segment
Social and social infrastructure – – – – (1) (0.0)%
maintenance expenses ..........................
Loss on disposal of property, plant (5) (0.3)% (10) (0.4)% (1) (0.0)%
and equipment ......................................
Impairment of assets ............................. (430) (29.4)% (258) (11.4)% (261) (8.3)%
Foreign exchange gains/(losses), net .... 14 1.0% (89) (3.9)% (21) (0.7)%
Other operating income/(expense), net . (46) (3.1)% (13) (0.6)% – –
Total..................................................... (467) (31.9)% (370) (16.3)% (284) (9.0)%
Coal segment
Social and social infrastructure (2) (0.2)% (1) (0.1)% (3) (0.2)%
maintenance expenses ..........................
Loss on disposal of property, plant (9) (0.7)% (23) (2.2)% (27) (2.0)%
and equipment ......................................
Impairment of assets ............................. (24) (1.8)% (102) (9.6)% (81) (6.1)%
Foreign exchange gains/(losses), net .... 107 8.1% (153) (14.3)% (332) (25.2)%
Other operating income/(expense), net . (18) (1.4)% (20) (1.8)% (22) (1.7)%
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Year ended 31 December
Note:
(1) Mainly foreign exchange gain/(loss) on intercompany loans and accounts receivable.
Total social and social infrastructure maintenance expenses amounted to U.S.$23 million in the year
ended 31 December 2016, U.S.$28 million in the year ended 31 December 2015 and U.S.$30 million in the
year ended 31 December 2014. Evraz’s social and social infrastructure maintenance expenses are largely
dependent on the general economic climate and the changes in this expense reflect changes in the economy
and the Russian steel and mining industry.
Total loss on the disposal of property, plant and equipment amounted to U.S.$22 million in the year
ended 31 December 2016, U.S.$41 million in the year ended 31 December 2015 and U.S.$48 million in the
year ended 31 December 2014. The loss in each of the years ended 31 December 2016, 2015 and 2014 was
primarily attributable to the disposal of assets at certain Russian steel and mining operations and at EVRAZ
North America.
Total impairment of assets amounted to U.S.$465 million in the year ended 31 December 2016,
compared to U.S.$441 million in the year ended 31 December 2015 and U.S.$540 million in the year ended
31 December 2014. For an additional discussion on total impairment, see Note 6 to the 2016 Consolidated
Financial Statements.
The total foreign exchange losses, net amounted to U.S.$44 million in the year ended 31 December
2016, compared to U.S.$376 million in the year ended 31 December 2015 and U.S.$1,034 million in the year
ended 31 December 2014. Transactions in foreign currencies in each subsidiary of Evraz are initially recorded
in the functional currency at the applicable rate available at the date of the transaction. As a result of the
different rates that are used at the date of the transaction and at the end of the reporting period, foreign
exchange gains (losses) arise. The foreign exchange gain (loss) primarily relates to the intercompany
transactions that are made in foreign currency other than functional currencies of Evraz’s subsidiaries. The
resulting differences are taken to the statement of operations and are not eliminated.
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Profit/(Loss) from Operations
Profit from operations was U.S.$474 million in the year ended 31 December 2016, representing 6.1%
of consolidated revenue, compared to a loss from operations equal to U.S.$25 million in the year ended 31
December 2015, representing 0.3% of consolidated revenue. This increase is attributable primarily to the
decline in operational costs exceeding the decrease in revenue during the same period.
Loss from operations was U.S.$25 million in the year ended 31 December 2015, representing 0.3% of
consolidated revenue, compared to a loss from operations of U.S.$119 million in the year ended 31 December
2014, representing 0.9% of consolidated revenue. This increase is attributable primarily to the decline in
operational costs exceeding the decrease in revenue over the same period.
The following table presents profit/(loss) from operations by segment for the years ended 31 December
2016, 2015 and 2014, including as a percentage of segment revenue:
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Other non-operating gains/(losses), net .... (14) 0.2% (3) – – –
Total......................................................... (486) (6.3)% (665) (7.6)% (984) (7.5)%
Interest income increased to U.S.$21 million in the year ended 31 December 2016 from U.S.$9 million
in the year ended 31 December 2015 and U.S.$17 million in the year ended 31 December 2014. Interest
income primarily comprises interest on bank accounts and deposits.
Interest expense amounted to U.S.$489 million in the year ended 31 December 2016 as compared to
U.S.$481 million in 2015 and U.S.$561 million in 2014. The increase in interest expense in the year ended
31 December 2016 as compared to the year ended 31 December 2015 related to an increase in the proportion
of Evraz’s Rouble-denominated debt and the growth of U.S. dollar base rates. The decrease in interest
expense in the year ended 31 December 2015 as compared to the year ended 31 December 2014 related
primarily to the decrease of gross debt. In addition, the depreciation of the Rouble lowered the interest
expense, in U.S. dollar terms, associated with Evraz’s outstanding Rouble-denominated bonds.
The share of profits of associates and joint ventures increased to U.S.$5 million in the year ended
31 December 2016 from profits of U.S.$4 million in the year ended 31 December 2015 and U.S.$10 million
in the year ended 31 December 2014. These amounts mainly relate to the operational results of Streamcore, a
joint venture established for the purpose of exercising joint control over facilities for scrap procurement and
processing in Siberia, Russia. See Note 11 to the 2016 Consolidated Financial Statements for further
information.
Loss on financial assets and liabilities changed from U.S.$48 million in 2015 to U.S.$9 million in 2016
predominantly due to shifting from loss on derivatives not designed as hedging instruments of U.S.$25
million in 2015 to gain of U.S.$23 million in 2016. This effect was partially offset by increase in loss on
repaying debt to U.S.$50 million in 2016 comparing with U.S.$15 million in 2015, which is primarily a
premium on repurchasing US dollar-denominated bonds. Loss on financial assets and liabilities changed from
U.S.$586 million in 2014 to U.S.$48 million in 2015 predominantly due to a decrease of loss related to
currency and interest rate swap contracts, which were used by the Group to manage the currency exposure on
the rouble-denominated bonds, from U.S.$588 million in 2014 to U.S.$25 million in 2015.
There were no Gains on disposal of asset in the year ended 31 December 2016. Gains on disposal of
assets held for sale amounted to U.S.$21 million in the year ended 31 December 2015 as a result of the sale of
assets of Portland Structural Tubing. Gains on disposal of assets held for sale amounted to U.S.$136 million
in the year ended 31 December 2014. The primary components of these gains were the sale of EVRAZ
Vitkovice Steel, which led to a gain of U.S.$90 million, and certain business units of Evrazruda, which led to
a gain of U.S.$25 million.
There was no Loss on control of a subsidiary in 2016. Loss over control of a subsidiary amounted to
U.S.$167 million in the year ended 31 December 2015 and was related to the disposal of EVRAZ Highveld
Steel and Vanadium, including U.S.$142 million of translation losses recycled to the statement of operations.
Other non-operating losses amounted to U.S.$14 million in the year ended 31 December 2016 and
were primarily related to the accrual of environmental provisions in relation to Highveld. Other non-operating
losses amounted to U.S.$3 million in the year ended 31 December 2015 and was related to cost incurred as a
result of the cancelled initial public offering of Evraz, N.A.
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Net Income/(Loss) Attributable to Equity Holders of the Parent Entity
As a result of the factors set forth above, Evraz’s net loss attributable to equity holders of the parent
entity decreased to a net loss of U.S.$135 million in the year ended 31 December 2016 from a net loss of
U.S.$627 million in the year ended 31 December 2015 and a net loss of U.S.$1,194 million in the year ended
31 December 2014.
Capital Requirements
Working capital requirements, repayments of outstanding debt, capital expenditure, acquisitions and
dividends will represent Evraz’s most significant use of funds in the short- to mid-term. The amount and term
of Evraz’s obligations in respect of outstanding debt is described under “—Contractual Obligations and
Commercial Commitments”. Evraz is also subject to certain financial and other restrictive covenants. See
“Risk Factors — Risks Relating to Evraz’s Business and Industry — Evraz is leveraged and is required to
meet certain financial and other restrictive covenants under the terms of its indebtedness”.
Evraz’s capital expenditure programme is aimed at maintaining or enhancing its competitive positions
in the markets in which it operates. Evraz spent U.S.$428 million, U.S.$428 million and U.S.$654 million in
total annual capital expenditures in 2016, 2015 and 2014, respectively. Evraz’s capital expenditure plans are
subject to potential increases or decreases and timing modifications depending, among other things, on the
development of market conditions and the cost and availability of funds. See “Business—Investment
Programme”.
Cash Flow
The following table presents Evraz’s cash flow activity for the years ended 31 December 2016, 2015
and 2014:
Historically, Evraz has relied on cash flow provided by operations, short-term and long-term debt and
issues of equity to finance its working capital and capital requirements. Management expects that such
sources of funding will continue to be important in the future. At the same time, Evraz increasingly replaces
short-term debt with longer-term debt in order to better match its capital resources to its planned expenditure.
Evraz does not currently make use of any off-balance sheet financing arrangements.
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Evraz intends to finance its capital investment programme with a mix of cash flows from operations
and financing activities. Evraz seeks long-term financing (with tenures of five to ten years) both domestically
and internationally, from banks and the capital markets. Purchases of equipment from major European
producers have been and are expected to continue to be backed by European export credit agencies such as
Hermes (Germany), OeKB (Austria), KUKE (Poland), SACE (Italy), ODL (Luxembourg), EximBanka SR
(Slovakia), Finnvera (Finland) and UK Export Finance (United Kingdom).
Any future issues of equity will likely be by EVRAZ plc. EVRAZ plc is under no obligation to provide
any funds resulting from an equity issuance or otherwise to Evraz or its subsidiaries.
Net cash flows from operating activities amounted to U.S.$1,507 million, U.S.$1,629 million and
U.S.$1,953 million in the years ended 31 December 2016, 2015 and 2014, respectively. Net cash flows from
operating activities before working capital adjustments amounted to U.S.$1,350 million, U.S.$1,301 million
and U.S.$1,987 million in the years ended 31 December 2016, 2015 and 2014, respectively. Working capital
movements in 2016, 2015 and 2014 were largely attributable to changes in value of inventories due to prices,
changes in receivables and payables from related parties, changes in trade and other payables, changes in tax
position and changes in advances from customers.
Net cash flows used in investing activities totalled U.S.$607 million, U.S.$359 million and U.S.$258
million in the years ended 31 December 2016, 2015 and 2014, respectively. Substantially all the cash used in
investment activities in 2016, 2015 and 2014 related to purchases of property, plant and equipment and to the
issuance of loans receivable to related parties. In 2016, the principal use of the cash used in investing
activities, and the reason net cash flows used in investing activities nearly doubling was the result of three
loans made to a related party. Three of Evraz’s subsidiaries made loans in a total amount of U.S.$295 million
to EVRAZ plc, Evraz’s parent entity. Evraz plc used the proceeds from these loans to finance a contribution
to the share premium of Evraz in the amount of U.S.$300 million. The remaining amount of U.S.$5 million to
finance the share contribution came from EVRAZ plc’s own cash.
Other than the loan to Evraz plc, these uses of cash were partially financed by the proceeds from the
sale of disposal groups in 2016, 2015 and 2014 classified as held for sale as of 31 December 2015, 2014 and
2013, respectively.
Net cash flows used in financing activities amounted to U.S.$1,092 million, U.S.$948 million and
U.S.$1,974 million in the years ended 31 December 2016, 2015 and 2014, respectively. These changes reflect
a decrease in the repayment of bank credit lines, an increase in the repayments of bank loans and notes, an
increase in proceeds from bank loans and notes, an increase in loss on derivatives not designated as hedging
instruments, a decrease in proceeds from loans provided by related parties and a decrease in repayment of
loans provided by related parties.
Credit Facilities
The most significant outstanding credit facilities obtained by Evraz directly from capital markets and
from international and Russian banks to finance its capital requirements outstanding as of 31 December 2016
included:
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In 2015, a portion of the outstanding principal of the facility was converted into Roubles, resulting in
the facility being split into a Euro tranche of a €240 million and a Rouble tranche of approximately RUB18
billion.
In 2016, Evraz prepaid €60 million out of the outstanding principal amount under the facility and
subsequently refinanced its existing credit facility by entering into two loans from Gazprombank with
amounts of approximately RUB18 billion and €180 million, respectively, that it used to repay its existing
credit facility with Gazprombank. The terms of the new credit facility include repayment of 30% and 70% of
the principal in two bullet tranches in 2021 and 2022, respectively.
In 2016, Evraz prepaid U.S.$120 million of the total principal amount of the facility in two tranches.
As of 31 December 2016, the total principal amount outstanding under the facility was U.S.$380 million.
In 2016, EVRAZ NTMK prepaid approximately U.S.$81 million out of the total principal amount of
the facility in two tranches. As of 31 December 2016, the total principal amount outstanding under the facility
was U.S.$44 million.
89
In 2016, EVRAZ NTMK prepaid approximately U.S.$87 million out of the total principal amount of
the facility in two tranches. As of 31 December 2016, the total principal amount outstanding under the facility
was U.S.$13 million.
In 2015, EvrazHolding Finance LLC issued RUB15,000 million (approximately U.S.$270 million at
the exchange rate as of the date of the transaction) 12.95% Rouble-denominated bonds due 2019 with a four-
year put/call option. After the issue of this bond, Evraz entered into several cross-currency swaps to manage
its currency exposure. The proceeds from this bond were used to refinance existing indebtedness.
In 2016, EvrazHolding Finance LLC issued RUB15,000 million (U.S.$220 million at the exchange
rate as of the date of the transaction) 12.60% Rouble-denominated bonds due 2021. The currency exposure
arising from these bonds was not hedged. The proceeds from this bond were used to refinance existing
indebtedness.
In 2015, Evraz partially repurchased its 8.40% Rouble-denominated bonds due 2016 in the amount of
RUB4,792 million (U.S.$84 million at the exchange rate as of the date of the transaction) for a cash
consideration of RUB4,696 million (U.S.$82.5 million at the exchange rate as of the date of the transaction).
In 2015, Evraz fully repaid (i) its 8.75% Rouble-denominated bonds due 2015 with a principal amount
of RUB3,885 million and (ii) its 9.95% Rouble-denominated bonds due 2015 with a principal amount of
RUB15,000 million out of which bonds with a principal amount outstanding of RUB10,850 million
(U.S.$175 million at the exchange rate as of the repayment date) were held by various investors as the
remaining bonds of both series had been previously repurchased. Evraz settled in full its liability under the
related cross-currency swap contracts for both sets of bonds.
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In 2016, Evraz fully repaid its 8.40% Rouble-denominated bonds due 2016 and settled in full its
liability under the related cross-currency swap contracts.
For additional information on the currency swap contracts used to manage Evraz’s currency exposure
see Note 25 of the 2016 Consolidated Financial Statements.
Evraz Eurobonds
As of 31 December 2016, Evraz had five outstanding Eurobonds, with maturities ranging between
2018 and 2022, and Raspadskaya, Evraz’s subsidiary, had one outstanding series of loan participation notes
due 2017.
During the period under review, Evraz issued two new Eurobonds. In 2015 and 2016, Evraz issued
U.S.$750 million 8.25% notes due 2021 and U.S.$500 million 6.75% notes due 2022, respectively. The
proceeds from both Eurobonds were used to refinance existing indebtedness.
In 2015, Evraz repaid the remaining principal amount of U.S.$138 million outstanding under its 8.25%
notes due 2015.
During 2015 and 2016 Evraz completed several tender offers for its 7.40% notes due 2017, 9.50%
notes due 2018, 6.75% notes due 2018 and Raspadskaya’s 7.75% notes due 2017. Evraz also repurchased a
portion of the outstanding principal amounts of each of these notes in open market transactions.
In 2015, as a result of tender offers and open market transactions, Evraz repurchased and cancelled a
total principal amount of U.S.$314 million of its 7.40% notes due 2017, U.S.$156 million of its 9.50% notes
due 2018 and U.S.$54 million of its 6.75% notes due 2018. In 2015, Evraz also repurchased a total principal
amount of U.S.$207 million of Raspadskaya’s 7.75% notes due 2017, including U.S.$8 million repurchased
earlier in 2014 by EVRAZ plc.
In 2016, as a result of tender offers and open market transactions, Evraz repurchased and cancelled a
principal amount, in aggregate, of U.S.$109 million of its 7.40% notes due 2017, U.S.$228 million of its
9.50% notes due 2018 and U.S.$268 million of its 6.75% notes due 2018. In 2016, Evraz called the remaining
principal amount of U.S. $177 million outstanding under its 7.40% notes due 2017. In 2016, Evraz also
repurchased a total principal amount of U.S.$160 million of Raspadskaya’s 7.75% notes due 2017.
As of 31 December 2016, total principal amounts of U.S.$125 million, U.S.$528 million, U.S.$1,000
million, U.S.$750 million and U.S.$500 million remain outstanding under Evraz’s 9.50% notes due 2018,
6.75% notes due 2018, 6.50% due 2020, 8.25% notes due 2021 and 6.75% notes due 2022, respectively, and a
total principal amount of U.S.$26 million remains outstanding under Raspadskaya’s 7.75% notes due 2017.
North American High Yield Bond
In 2014, EVRAZ Inc. NA Canada, Evraz’s Canadian subsidiary, issued U.S.$350 million 7.50% senior
secured notes due 2019 guaranteed by EVRAZ North America. The proceeds were used to refinance existing
indebtedness. As of 31 December 2016, notes for the amount of U.S.$350 million remained outstanding.
Liquidity
As the following table illustrates, Evraz’s liquidity, defined as cash and cash equivalents, amounts
available under credit facilities and short-term bank deposits with original maturity of more than three
months, totalled U.S.$2,225 million, U.S.$2,339 million and U.S.$2,713 million as of 31 December 2016,
2015 and 2014, respectively.
As of 31 December
2016 2015 2014
(U.S.$ million)
Liquidity
91
As of 31 December
2016 2015 2014
(U.S.$ million)
Cash and cash equivalents ............................................................ 1,155 1,359 1,049
Amount available under credit facilities ....................................... 1,070 980 1,664
Total liquidity .............................................................................. 2,225 2,339 2,713
As of 31 December 2016, Evraz had unutilised borrowing facilities in the amount of U.S.$1,070
million, including U.S.$187 million of committed facilities and U.S.$883 million of uncommitted facilities.
As of 31 December 2016, committed facilities consisted of credit facilities available for Russian and
North American subsidiaries in the amounts of U.S.$82 million and U.S.$105 million, respectively.
Evraz’s corporate treasury monitors the financial requirements of Evraz’s various subsidiaries and has
various instruments at its disposal to ensure that each subsidiary has sufficient liquidity to meet its obligations
and capital requirements.
Total ................................................................. 5,840 294 853 3,655 1,038 6,328 443 695 4,365 825 6,194 696 1,016 3,379 1,103
Evraz pledged inventory with a carrying value of U.S.$315 million, U.S.$383 million and U.S.$607
million as of 31 December 2016, 2015 and 2014, respectively. Evraz pledged property, plant and equipment
with a carrying value of U.S.$1,013 million, U.S.$1,107 million and U.S.$1,263 million as of 31 December
2016, 2015 and 2014, respectively.
As of 31 December 2016, 2015, 2014, Evraz had accrued liabilities in respect of post-employment
benefits provided to employees of certain of its subsidiaries pursuant to collective bargaining agreements and
defined benefit plans of U.S.$317 million, U.S.$301 million and U.S.$364 million, respectively. These
amounts represent the present value of Evraz’s defined benefit obligation less the fair value of plan assets.
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Defined contributions are made by Evraz to the Russian and Ukrainian state pension, social insurance,
medical insurance funds at the statutory rates in force, based on gross salary payments. Evraz has no legal or
constructive obligation to pay further contributions in respect of such benefits, its only obligation being to pay
contributions as they fall due. These contributions are expensed as incurred.
As of 31 December 2016, Evraz had contractual commitments for the purchase of production
equipment and construction works of approximately U.S.$172 million. In addition, as of 31 December 2016,
Evraz had committed expenditure of U.S.$552 million over the life of its contract with PraxAir (See Note 30
to the 2016 Consolidated Financial Statements).
Evraz has made a commitment to reduce environmental pollution and contamination in accordance
with an environmental protection programme. In the period from 2017 to 2022, Evraz is committed to
spending U.S.$119 million under this environmental programme. Additionally, Evraz has a number of
environmental claims and proceedings which are at an early stage of investigation. Environmental provisions
in relation to these proceedings were recognised at 31 December 2016 as amounting to U.S.$12 million.
Preliminary estimates available of the incremental costs indicate that such costs could be up to U.S.$263
million. Evraz has insurance agreements, which will provide partial reimbursement of the costs actually
incurred.
The following table sets forth the debt maturity profile in principal amount of Evraz as of
31 December 2016:
Later
2017 2018 2019 2020 2021 Total
than 2021
(U.S. million)
Bank loans .................................................... 268 200 521 265 275 538 2,067
Tax Contingencies
Russian and Ukrainian tax, currency and customs legislation are subject to varying interpretations, and
changes, which can occur frequently. Management’s interpretation of such legislation as applied to the
transactions and activity of Evraz may be challenged by the relevant regional and federal authorities.
Management believes that it has paid or accrued all taxes that are applicable. Where uncertainty exists,
Evraz has accrued tax liabilities based on management’s best estimate of the probable outflow of resources
embodying economic benefits, which will be required to settle these liabilities. Possible liabilities, which
were identified by management at the end of the reporting period as those that can be subject to different
interpretations of the tax laws and other regulations and are not accrued in the 2016 Consolidated Financial
Statements could be up to approximately U.S.$23 million.
Social Commitments
Evraz is involved in a number of social programmes aimed to support education, health care and social
infrastructure development in towns where Evraz’s assets are located. Evraz plans to spend approximately
U.S.$63 million under these programmes for 2017.
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Quantitative and Qualitative Disclosures in respect of Market Risk
Overview
In the ordinary course of its business, Evraz is exposed to risks related to changes in exchange rates,
interest rates, commodity prices, energy and transportation tariffs. Evraz does not usually enter into hedging
or forward contracts in respect of any of these risks except that Evraz generally concludes swap contracts to
manage the currency exposure on its Rouble-denominated bonds.
Evraz’s products are typically priced in local currencies in respect of domestic sales of Evraz’s
operations and U.S. dollars and Euros in respect of international sales. Evraz’s direct costs, including raw
materials, labour and transportation, are incurred primarily in the local currencies of the subsidiaries. Other
costs, such as interest expense, are incurred largely in Roubles, U.S. dollars and Euros.
The mix of Evraz’s revenue and costs is such that appreciation in real terms of the local currencies of
its subsidiaries against the U.S. dollar tends to result in an increase in Evraz’s costs relative to its revenue,
while depreciation of the local currencies against the U.S. dollar in real terms tends to result in a decrease in
Evraz’s costs relative to its revenue.
In addition, nominal depreciation of the local currencies against the U.S. dollar would typically result
in a decrease in the reported U.S. dollar value of Evraz’s assets (and liabilities) denominated in local
currencies, while nominal appreciation of the local currencies against the U.S. dollar would typically result in
an increase in the reported U.S. dollar value of Evraz’s assets (and liabilities) denominated in local currencies.
Moreover, nominal appreciation/depreciation of the local currencies against the U.S. dollar generally has a
similar effect when the income statements of Evraz’s subsidiaries are translated into U.S. dollars in
connection with the preparation of the Audited Consolidated Financial Statements. For example, according to
the CBR, the average exchange rate of the Rouble against the U.S. dollar depreciated in nominal terms by
10%, 58.7% and 21% in the years ended 31 December 2016, 2015 and 2014, respectively.
The following table summarises Evraz’s outstanding principal amounts of interest-bearing debt,
including loans and other borrowings, by currency and interest rate method as of 31 December 2016, 2015
and 2014:
As of 31 December
(U.S.$ million)
4,832 792 215 1 5,840
Total debt, of which ...... 5,342 619 367 – 6,328 5,303 692 191 8 6,194
3,486 495 190 - 4,171 3,822 372 288 – 4,482 4,043 692 45 1 4,781
Fixed-rate debt ................
1,520 247 79 – 1,846 1,260 - 146 7 1,413
Variable-rate debt ........... 1,346 297 25 1 1,669
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From 1 January 2014 till 31 December 2016, Evraz had several series of outstanding Rouble-
denominated bonds in the amount of RUB30 billion as of 31 December 2016. For more information, see Note
22 to the 2016 Consolidated Financial Statements.
In July 2015, Evraz issued bonds in the amount of RUB15 billion (U.S.$247 million as of 31
December 2016), which bear interest at a rate of 12.95% per annum and have the next put date on 26 June
2019. Evraz used an intercompany loan to transfer the proceeds from the bonds within Evraz. To manage the
currency exposure resulting from the issuance of Rouble denominated bonds, Evraz entered into a series of
cross currency swap contracts with several banks under which it agreed to deliver U.S.-dollar denominated
interest payments at rates ranging from 5.90% to 6.55% per annum plus the notional amount, totalling
approximately $265 million, in exchange for rouble-denominated interest payments at the rate of 12.95% per
annum plus notional, totalling RUB14,948 million ($246 million at 31 December 2016). For more
information, see Note 25 to the 2016 Consolidated Financial Statements.
In March 2016, Evraz issued bonds in the amount of RUB15 billion (U.S.$247 million as of 31
December 2016), which bear interest at a rate of 12.60% per annum. Evraz did not hedge the currency risk
exposure of these bonds.
A hypothetical, instantaneous and simultaneous 10% appreciation of the Rouble, Euro and Canadian
dollar against the U.S. dollar as of 31 December 2016 would have resulted in an increase of approximately
U.S.$76 million in principal amounts of interest-bearing debt denominated in Roubles (except of a part of
such Rouble denominated debt which had been effectively converted into U.S. dollar denominated debt by
virtue of various currency and interest swap arrangements), Euros and Canadian Dollar held as of 31
December 2016.
Evraz incurs interest rate risk on liabilities with variable interest rates. In case of changes in the current
market fixed or variable interest rates, management considers the refinancing of a particular debt on more
favourable terms. With regard to cash flow sensitivity analysis for variable rate instruments, please refer to
Note 28 to the 2016 Consolidated Financial Statements.
95
Evraz will have to reduce its prices to be able to compete with other producers that are located closer to
customers and are therefore less impacted by increases in transportation costs. In recent years, the Russian
Government has only indexed railway tariffs in line with inflation without adding other tariff-increasing
elements and Evraz expects this policy to continue in the immediate future. Consequently, Evraz does not
currently expect fluctuations in railway tariffs to have a significant impact on margins.
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INDUSTRY
The following information includes extracts from publicly available information, data and statistics
and has been extracted from official sources and other sources that the Issuer believes to be reliable. The
Issuer accepts responsibility for accurately reproducing such information, data and statistics and, as far as
the Issuer is aware, no facts have been omitted that would render such information, data and statistics
inaccurate or misleading. The Issuer accepts no further responsibility in respect of such information, data
and statistics. Such information, data and statistics may contain approximations or use rounded numbers.
Overview
Steel is one of the most important, multi-functional and adaptable materials in use today and is
generally considered to be critical to industrial development. Steel is highly versatile, as it is hot and cold
formable, weldable, hard, recyclable and resistant to corrosion, water and heat. The industries in which steel is
used include construction, oil and gas, transportation (including railways), engineering, automotive and
consumer goods (including white goods).
The steel industry operates predominantly on a regional basis as a result of the high cost of
transporting steel and the restrictive effects of protective tariffs, duties and quotas. Steel production has
historically been concentrated in the European Union, North America, Japan and the former Soviet Union.
However, the growth of steel production in China over the past decade has made it a central driver of the steel
industry, while other Asian countries now also play an important role in the market focused on the rolling and
finishing of semi-finished products.
The global steel industry is affected by a combination of factors, including general economic trends,
worldwide production capacity, import and export flows, raw materials prices and protective trade measures.
The steel industry is cyclical and highly competitive and has historically often been characterised by excess
capacities. The rapid economic development of China in the early 2000s fuelled global demand for steel and
tilted the historical supply-demand balance, leading up to 2008.
While prices increased sharply in 2010 and 2011 directly after the global financial crisis, since then,
steel prices trended downward until 2015 due to the slowdown of steel demand in China, global overcapacity
and a continuing increase in seaborne iron ore supply from industry majors. In 2016, prices of steel and bulk
commodities have increased, with several spikes driven by developments in China. Current market conditions
are highly dependent on the pace at which producers are liquidating excess supply and regional economic
growth.
97
During the steelmaking process, iron is reheated at higher temperatures to burn off some of the carbon
and other impurities. There are a number of technologies used in this process. The most common of these is
basic oxygen furnaces (“BOF”), where iron is charged into the vessel and oxygen is then blown through the
bath of molten iron. An alternative technology used to produce steel is the electric arc furnace (“EAF”),
where iron scrap and other charge elements are melted by the heat generated by electricity arcing between
graphite electrodes and the metallic charge.
According to Worldsteel in 2015, approximately 74% of crude steel produced globally use BOFs, and
EAFs are used for the production of 26% of crude steel produced globally. The oxygen converter process is
generally considered to be the most efficient method to produce large volumes of high-quality steel.
Accordingly, BOFs and EAFs have largely replaced less competitive and less cost-efficient open hearth
furnaces (“OHF”).
Types of Steel
Crude steel is produced using continuous casting machines or blooming mills to produce semi-finished
products, which are then re-rolled at rolling mills. Rolled steel products are usually subdivided into two main
categories:
• Long products include blooms, slabs, billets, wire, rebars, beams and rails. Long products are
largely used in the construction, machine building, engineering and infrastructure industries
such as railways, road construction; and
• Flat products include – hot and cold rolled – steel, plates, galvanised steel, pre-painted steel,
transformer steel and dynamo steel. Flat products are commonly used in various industries,
including construction, electrical engineering, machine building, automotive, energy,
shipbuilding, and tube and pipe production.
Historically, commodity steel producers in industrialised countries had limited export markets due to
the high cost of transporting steel relative to the low value of commodity steel grades. In the second half of
the twentieth century, producers in emerging markets began to compete with steel producers in industrialised
countries by taking advantage of the lower manufacturing costs in their countries to offset high transportation
costs. In response, producers in Western Europe and Japan invested heavily in new technology and capacity to
produce high-value-added steel grades in order to differentiate their product portfolio and protect their
margins by reducing their exposure to commodity steel prices.
Prices and margins for high-value-added steel are higher than for commodity steel due to the
specialised structural/chemical characteristics of high-value-added steel which end users typically require.
Production Trends
According to Worldsteel, world crude steel output in 2016 was 1628.5 million tonnes, representing an
increase of 0.8%, compared to output in 2015. China remained the largest single producer of steel in the world
with an annual volume of 808 million tonnes, up by 1.2% from 2015 and accounted for approximately 50% of
global steel production.
The following table sets forth estimated crude steel production data by country or region from 2010 to
2016:
World Crude Steel 2010 2011 2012 2013 2014 2015 2016
Production
(million tonnes)
Europe 207 217 209 205 208 202 200
CIS (excluding Russia
8 8 8 7 7 8
and Ukraine) 7
Russia 67 69 70 69 71 71 71
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World Crude Steel 2010 2011 2012 2013 2014 2015 2016
Production
(million tonnes)
Ukraine 33 35 33 33 27 23 24
North America (excluding
31 32 33 32 33 32
the U.S.) 32
U.S. 80 86 89 87 88 79 79
South America 44 48 46 46 45 44 39
Middle East/Africa 37 39 40 43 45 43 45
Asia (excluding China,
100 112 112 110 119 115
India and Japan) 116
China 639 702 731 822 823 804 808
Japan 110 108 107 111 111 105 105
India 69 73 77 81 87 89 96
Oceania 8 7 6 6 5 6 6
World total 1,433 1,538 1,560 1,650 1,670 1,620 1629
Annual change (%) 7.3% 1.4% 5.8% 1.2% (2.8)% 0.8%
Source: Worldsteel
Consumption Trends
According to Worldsteel, global finished steel consumption was 1,500 million tonnes in 2015,
representing a decline of 2.8% compared to 2014. China experienced its second annual decrease in
consumption in a row as demand fell by 5.4% in 2015, though it remained the largest steel consumer in the
world with 45% of the global share. Consumption in CIS, United States and Japan also declined, by 10%,
10% and 7% respectively. India saw the highest growth in consumption, up by 4 million tonnes, or 5%, over
2014 levels.
The following table sets forth estimated finished steel consumption data by country or region from
2010 to 2015:
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tonnes. The United States is the single largest importer of steel products with 36 million tonnes imported in
2015.
The following table sets forth estimated finished steel imports data by country or region from 2010 to
2015:
According to Worldsteel, global steel exports were up 1.6% in 2016 to 462 million tonnes. Exports
from China added another 19 million tonnes in 2015 and reached a record 112 million tonnes, Europe remains
the largest steel-exporting region with a 34% global market share in 2015, while China’s share rose to 24% in
2015.
The following table sets forth estimated finished steel exports data by country or region from 2010 to
2016:
100
Exports of Semi-finished and 2010 2011 2012 2013 2014 2015
Finished Steel Products
(million tonnes)
Annual change (%) 6.5% (0.6)% (0.8)% 10.3% 1.6%
Source: Worldsteel
Prices
Global steel prices have become more consistent across geographic regions over the past decade due to
the growth of international trade and increased production volumes. Locally, steel prices are connected to the
global seaborne benchmarks through export/import price parity that is usually combined with a domestic
premium that supports the local market.
Flat products are traded twice as frequently on the seaborne market as long products, making hot-
rolled coil (“HRC”) the global steel price benchmark.
According to Metal Expert, in 2016, the average HRC price in Japan was U.S.$414 per tonne on free
on board (“FOB”) contracts, an increase of 19% from U.S.$347 per tonne in 2015. In 2014, the HRC FOB
price in Japan was U.S.$545 per tonne. Slabs, which are semi-finished products in the flat market, were priced
at U.S.$344 per tonne in East Asia on cost and freight (“CFR”) contracts in 2016, an increase of 12% from
U.S.$307 per tonne in 2015. In 2014, the average slab price in East Asia was U.S.$507 per tonne on CFR
contracts.
Long steel products, according to Metal Expert, also saw generally downward trends. The wire rod
price in East Asia was U.S.$363 per tonne on CFR contracts in 2016, an increase of 4% from U.S.$350 per
tonne in 2015. In 2014, the average wire rod price in East Asia was U.S.$490 per tonne on CFR contracts. The
billet price in South Korea was U.S.$378 per tonne on FOB contracts during 2016, an increase of 9% from
U.S.$346 per tonne in 2015. In 2014, the average billet price in South Korea was U.S.$501 per tonne on FOB
contracts.
Production Trends
According to Worldsteel, the economic recovery from the global economic crisis that began in 2010
resulted in a sharp increase of production of steel in Russia of 12%, followed by gradual increases in 2011
and 2012 of approximately 3% each year. In 2013, steel production fell by 1.8% to 69 million tonnes,
increased by 3.6% to 71 million tonnes in 2014 and remained primarily unchanged in 2015 and 2016 at that
level.
According to Worldsteel, Russia ranked as the world’s fifth largest producer of steel, producing 71
million tonnes of crude steel, or approximately 4% of global production in 2016. The three largest steel plants
101
in Russia are Magnitogorsk plant (MMK), Cherepovets plant (Severstal) and Novolipetsk plant (NLMK),
each producing more than 10 million tonnes of steel per annum.
Consumption Trends
Steel consumption in Russia declined by 3.9% in 2016 to 36.0 million tonnes, according to Metal
Expert. The most commonly purchased steel products in the domestic market were rebar (6.6 million tonnes
in 2016) and welded pipes (6.7 million tonnes in 2016). Long products made up 42% of domestic product
consumption in 2016, compared to flat products, which accounted for 26%.
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Russia total 38.3 39.8 40.7 41.2 37.5 36.0
Russia imported 3.4 million tonnes of steel products in 2016 compared to 3.6 million tonnes in 2015.
Long steel products, which accounted for 27% of imports in 2016, decreased by 0.3 million tonnes in 2016.
Flat steel imports remained unchanged in 2016 from 1.5 million tonnes in 2015. Tubular products imports
increased from 0.4 million tonnes in 2015 to 0.5 million tonnes in 2016. The countries from which Russia
imports steel are generally CIS countries that have historically served the needs of the Russian market.
The following table sets forth estimated steel import data by product from 2011 to 2016:
103
Tubular products 1.7 0.9 0.9 0.7 0.4 0.5
Prices
Domestic steel prices declined in line with the global benchmarks. During 2016, domestic HRC prices
on ex works (“EXW”) contracts were U.S.$409 per tonne, up by 10% from U.S.$373 per tonne in 2015. In
2014, average HRC price was U.S.$476 per tonne on EXW basis. Rebar prices on EXW contracts were
U.S.$351 per tonne in 2016, up by 5% from U.S.$335 per tonne in 2015. In 2014 average rebar price was
U.S.$514 on EXW basis.
North American steel production is mainly based on scrap. The share of EAFs in crude steel output is
approximately 62% compared to approximately 38% BOFs.
Production Trends
North American steel production mainly comprises the United States, Mexico and Canada, which
together accounted for 99% of regional production volumes in 2016. The United States, being the largest
North American steel producer, accounted for 78.6 million tonnes in 2016. Canada and Mexico produced 12.7
million tonnes and 19.0 million tonnes, respectively, in 2016.
United States steel mills were running at 71% capacity utilisation in 2016, which was at the same level
as in 2015.
The following table sets forth estimated steel production data by country from 2010 to 2016:
North America Crude
2010 2011 2012 2013 2014 2015 2016
Steel Production
(million tonnes)
Capacity utilisation (%) 70.1% 74.5% 75.7% 76.9% 77.0% 70.8% 70.9%
North America total 111.6 118.7 121.6 119.0 121.2 110.9 111.0
Consumption Trends
North American finished steel consumption decreased by 11 million tonnes, or 7.3%, in 2015 after
adding 15 million tonnes in 2014.
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The following table sets forth estimated steel consumption data by country from 2010 to 2015:
North America Finished Steel 2010 2011 2012 2013 2014 2015
Consumption
(million tonnes)
United States 79.9 89.2 96.2 95.7 107 96.1
Mexico 17.8 19.8 20.9 20.1 22.5 24.2
Canada 14.1 14.2 15.6 14.1 15.3 13.3
Others 2.4 2.3 2.9 3.5 3,9 3.6
North America total 114.1 125.5 135.6 133.4 148.7 137.8
Annual change (%) 32.9% 10.0% 8.1% (1.6)% 11.5% (7.3)%
Source: Worldsteel
Imports of Semi-finished and Finished 2010 2011 2012 2013 2014 2015
Steel Products(1)
(million tonnes)
United States 22.5 26.6 30.9 29.8 41.4 36.5
Mexico 6.7 6.8 9.3 8.1 9.1 10.0
Canada 9.3 10.9 9.6 8.9 10.3 8.0
Others 3.2 3.2 3 3.4 3.9 4.5
North America total 41.8 47.6 52.8 50.2 64.7 59.0
Annual change (%) 13.8% 10.9% (4.8)% 28.8% (8.8)%
Note:
(1) Including inter-regional volumes.
Source: Worldsteel
The following table sets forth estimated steel export data by country from 2010 to 2015:
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Exports of Semi-finished and 2010 2011 2012 2013 2014 2015
Finished Steel Products(1)
(million tonnes)
Annual change (%) 5.2% (3.0)% (2.4)% (1.3)% (15.3)%
Note:
(1) Including inter-regional volumes.
Source: Worldsteel
During 2014-2016, the steel industry in the United States and Canada also initiated and obtained
successful outcomes in anti-dumping trade cases against imports of a range of steel products including
OCTG. As a result of the trade cases, the U.S. Department of Commerce imposed tariffs as high as 118% on
OCTG imports from countries such as South Korea, and the Canada Border Services Agency announced final
duties ranging from 0% to 37.4%.
Prices
According to CRU, North American steel prices were following global negative dynamics. Plate price
declined by 2% from U.S.$613 per tonne in 2015 to U.S.$599 per tonne in 2016; rebar down by 9% from
U.S.$648 per tonne in 2015 to U.S.$586 per tonne in 2016; and OCTG down by 22% from U.S.$1137 per
tonne in 2015 to U.S.$881 per tonne in 2016.
Overview
Iron ores are rocks and minerals from which metallic iron can be extracted. The commodity can be
mined by open-pit methods or underground operations. After extraction, the ore is processed further in order
to increase its iron concentration. The iron ore is then crushed to a powder-like consistency and iron-rich
particles are separated from the waste rock by magnetic separation to produce iron ore concentrate. This
concentrate is then formed into products that are suitable for use as blast furnace feed.
Products of iron ore processing are used to produce pig iron and steel afterwards. The global iron ore
industry is characterised by a high degree of consolidation, with Vale, Rio Tinto and BHP Billiton accounting
for approximately 70% of the global seaborne iron ore trade over the past several years. The major iron ore-
producing countries are Australia, Brazil and China, as well as India and Russia.
Historically, Western Europe, Japan and China were the largest importers of iron ore, and as Chinese
imports have increased substantially over the last decade, imports by these countries now accounted for 70%
of the global seaborne trade in 2016. From 2005 to 2016, growth in iron ore prices was driven mainly by
growing imports to China, which increased more than three times over that time. Based on these high price
levels, iron ore majors and junior miners initiated a large number of brownfield and greenfield investment
projects between 2008 and 2011, especially in Australia and Brazil. These projects, which have generally
come online over the past several years, have created an oversupply in the iron ore marketplace and have
driven prices down. These large-scale projects have very low cost bases, which create an unfavourable
environment for high-cost producers and makes them unprofitable.
106
The following table sets forth estimated iron ore import data by country from 2010 to 2016:
Imports of Iron
2010 2011 2012 2013 2014 2015 2016
Ore
(million tonnes)
China 619 687 745 820 933 953 1032
South Korea 52 62 62 61 69 74 72
Taiwan 14 19 18 20 22 23 24
Others 83 79 87 85 101 88 75
The following table sets forth estimated iron ore export data by country from 2010 to 2016:
Exports of Iron
2010 2011 2012 2013 2014 2015 2016
Ore
South Africa 48 53 54 63 66 65 62
India 104 79 37 20 8 3 18
Canada 33 34 35 38 40 37 42
Sweden 21 21 23 23 24 20 23
Other Africa 11 12 19 31 39 18 19
Russia 22 27 25 26 23 21 18
Ukraine 33 34 35 38 41 46 39
Prices
According to CRU, iron ore spot prices declined since the absolute high level in 2011 of U.S.$166 per
tonne, 62% CFR China. Based on increased iron ore supply from Australia and Brazil, combined with
slowing demand in China, the average price fell to U.S.$97 per tonne in 2014 and U.S.$56 per tonne in 2015,
and increased slightly to U.S.$58 per tonne in 2016.
Mining and processing operations are mostly located in the Western part of Russia, especially in the
Kursk Magnetic Anomaly region, which is responsible for the majority of domestic production. The Urals and
Siberia are also regions with significant iron ore deposits, though with smaller volumes. According to
107
Rosnedra at 1 January 2012, Russian iron ore resources accounted for 95 billion tonnes, with reserves of 55
billion tonnes. Despite the large resource volumes, the average iron content is lower than other major
producers, with Russian iron content in the range of 20-40% compared to 50-70% in Brazil and Australia.
More than 95% of iron ore mined in Russia is extracted by open-pit methods, with the balance
extracted from underground mines according to Evraz estimates. Nearly all types of iron ore products are sold
in the Russian market, including saleable concentrate, pellets, HBI, sinter and sinter ore.
Production Trends
Russian iron ore concentrate production was 91 million tonnes in 2016 compared to 98 million tonnes
in 2015, a decline of 6.7%, primarily attributable to several smaller producers ceasing their operations due to
financial distress. Metalloinvest is the largest Russian iron ore producer with a total production volume of 39
million tonnes in 2016.
The following table sets forth estimated iron ore production data by mine from 2011 to 2016:
(million tonnes)
Lebedinsky GOK Metalloinvest 22 21 20 21 21 22
Mikhailovsky GOK Metalloinvest 16 17 17 17 17 17
Stoilensky GOK NLMK 13 14 14 15 15 16
Karelsky Okatysh Severstal 11 11 11 11 11 12
Kachkanarsky GOK Evraz 10 10 10 11 11 11
Kovdorskiy GOK EuroChem 5 6 6 6 6 6
Korshunov Mining
Plant Mechel 5 4 4 3 3 3
Olcon Severstal 5 5 5 4 4 4
Others 14 11 11 10 10 0
Russia total
100 99 98 97 98 91
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Exports of Russian iron ore 2011 2012 2013 2014 2015
(million tonnes)
Iron Ore Concentrate 14.8 15.5 13.4 12.0 11.2
China 10.7 10.8 8.0 4.6 4.7
Europe 2.6 3.1 3.0 4.1 3.4
Ukraine 0.8 1.5 2.0 1.8 1.9
Others 0.8 – 0.4 1.4 1.1
Pellets 12.4 8.6 9.1 8.9 6.6
China 6.6 3.1 2.4 1.0 1.0
Turkey 0.2 0.7 1.3 1.7 1.8
Europe 4.8 4.3 4.6 5.6 3.6
Ukraine 0.3 0.4 0.1 0.3 0.1
Others 0.5 0.1 0.7 0.3 –
Total 27.3 24.1 22.5 20.9 17.7
Annual change (%) — (11.8)% (6.5)% (7.1)% (15.3)%
Source: Metal Expert
Prices
According to Metal Expert, domestic iron ore concentrate prices fell to U.S.$36 per tonne in 2016,
from U.S.$39 per tonne in 2015 and U.S.$64 per tonne in 2014. Domestic pellet prices fell to U.S.$49 per
tonne in 2016, from U.S.$52 per tonne in 2015 and U.S.$73 per tonne in 2014. This negative trend is
primarily due to declines in the global benchmark price and cost deflation in Russia.
Overview
Coal may be divided into steam (thermal) coal and coking (metallurgical) coal. Steam coal is used in
electricity generation and for industrial applications, while coking coal is used to manufacture coke for use in
blast furnaces and other metallurgical applications. Coal mining can be either open-cast or underground,
depending on the seam depth and geological conditions. After mining, depending on the ash content of the
coal, the coal is processed in a preparation plant, where it is crushed and washed. Coking coal concentrate is
then transported to coke-making plants and integrated steel plants for conversion into coke used in the
production of pig iron, an intermediary stage product in steelmaking using the BOF method.
Evraz estimates that approximately 13% of total hard coking coal (“HCC”) production is currently
used by the steel industry and approximately 74% of total global steel production is dependent on coal. In the
production of steel, approximately 400-500 kilograms of coke is used per tonne of hot metal.
According to CRU, in the period from 2006 to 2011, the coking coal industry experienced a radical
change in its underlying price level and a significantly more volatile pricing system emerged. Annual
contracts were replaced by quarterly contracts, and spot market transactions are sufficiently common for
reporting services to list a variety of prices on a daily basis.
Since 2011, however, coal prices followed the same trends as other steelmaking raw materials and
have declined. A number of factors, including a decrease in Chinese imports, currency depreciations,
production improvements in Australia and new low-cost projects coming online, created a market oversupply,
which forced high-cost producers such as the United States and Canada to decrease their seaborne presence.
109
United States exports decreased by 9 million tonnes in 2016 due to the appreciation of the U.S. dollar and the
effect of shutdowns over the previous three years.
The following table sets forth estimated coking coal export data by region from 2010 to 2016:
Exports of
2010 2011 2012 2013 2014 2015 2016
Metallurgical Coal
(million tonnes)
Australia 159 132 144 169 186 186 185
Canada 28 28 31 35 31 28 28
USA 51 63 63 60 54 42 33
Russia 18 14 30 34 32 27 28
Mongolia 10 13 13 14 13 11 18
Mozambique – – 3 4 4 5 7
Others 23 30 18 14 10 7 4
Source: CRU
The following table sets forth estimated coking coal import data by region from 2010 to 2016:
Imports of
2010 2011 2012 2013 2014 2015 2016
Metallurgical Coal
(million tonnes)
China 45 38 65 86 75 58 65
Europe 67 65 62 65 65 69 65
Japan 61 62 59 62 63 60 60
India 36 35 37 40 47 51 53
South Korea 25 29 29 29 33 35 34
Brazil 15 18 16 17 16 15 13
Taiwan 8 9 9 10 10 11 11
Others 21 24 24 23 25 25 21
World total 279 280 302 333 333 323 322
Source: CRU
Prices
The average HCC spot price in Australia on FOB contracts was U.S.$ 140 per tonne in 2016, U.S.$90
per tonne in 2015 and U.S.$114 per tonne in 2014, according to CRU. The increase in 2016 of coking coal
prices was driven primarily by bankruptcies and mine closures in the United States, a 276-day working limit
implemented at Chinese mines and unfavourable weather conditions in China and Australia.
110
Production Trends
Russian companies produced 50 million tonnes of washed coking coal in 2015, down by 4% from 52
million tonnes in 2014. Since 2011, the Russian coking coal industry has added approximately 10 million
tonnes of additional volumes, which have mainly been sold to export markets. Evraz, the largest coking coal
producer in Russia with a total production share of 24%, produced 12.0 million tonnes of washed coking coal
in 2015. According to Metal Expert, Mechel produced 7.8 million tonnes and had a 16% production share.
The following table sets forth estimated coking coal production data by producer from 2011 to 2015:
Russian Coking Coal
Concentrate Company 2011 2012 2013 2014 2015
Production
Southern Kuzbass Mechel 5.1 4.1 4.0 4.2 2.7
Yakutugol Mechel 4.7 5.5 5.8 5.9 5.1
Raspadskaya Evraz 3.8 4.5 5.3 6.2 6.6
Yuzhkuzbassugol Evraz 4.1 4.1 4.9 5.5 5.4
Vorkutaugol Severstal 5.1 5.3 5.6 4.9 5.7
Sibuglemet Sibuglemet 5.3 5.4 5.0 5.1 4.8
Belon MMK 4.0 3.3 2.9 2.9 2.8
KRU KRU 2.7 4.5 4.4 4.2 4.0
Others 8.0 9.2 12.0 13.0 12.8
Russia total 42.8 45.9 49.9 51.8 49.8
Annual change (%) — 7.0% 8.8% 3.9% (3.9)%
Source: Metal Expert
Consumption Trends
According to Metal Expert, Russian consumers, mainly integrated steel plants or separate coke-making
facilities, bought 38 million tonnes of coking coal domestically in 2015. Since 2011, consumption has been
relatively flat, in the range of 38-40 million tonnes per annum, with minor changes due to PCI
implementation at steel mills and optimisation of coke-producing facilities.
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Russian consumers will generally only import coking coal if they are located near the border or due to
the unique quality of the imported coal. Kazakhstan accounted for 80% of total coking coal imports to Russia
due to its proximity to the Chelyabinsk region where major steel mills are located in 2016.
The following table sets forth estimated coking coal import data by country of origin from 2011 to
2015:
(million tonnes)
Kazakhstan 1.0 1.1 1.6 1.2 0.7
United States 1.5 0.9 0.4 – –
Mongolia – – – – 0.1
Ukraine – – 0.1 0.2 –
Total 2.5 2.0 2.0 1.4 0.8
Annual change (%) (20.7)% 1.5% (31.5)% (44.2)%
Source: Metal Expert
Prices
According to the Metal Expert, in 2016 the price of Russian coking coal exports showed the same
dynamics as the global benchmarks. The price of coking coal in East China was U.S.$88 per tonne in 2015
and U.S.$112 per tonne in 2016. Domestic prices saw increase as well, though of a lower magnitude. HCC
prices on free carrier (“FCA”) contracts were U.S.$84 per tonne in 2015 and U.S.$91 per tonne in 2016.
Vanadium Industry
Overview
Vanadium’s primary use is in the steel industry as a hardening agent during the steel production
process. Vanadium is used as a microalloy in certain steel grades to increase its yield and tensile strength,
making it more resistant to shock and metal fatigue. Steels to which vanadium is added can be divided into
microalloy or low-alloy steels, generally containing less than 0.15% vanadium and high-alloy steels,
containing up to 5% vanadium. Vanadium can be added to steel: (i) in the form of ferrovanadium, an alloy
composed of vanadium and iron with other elements; and/or (ii) in the form of vanadium with nitrogen.
Vanadium for steel production currently accounts for around 93% of vanadium consumption globally
according to Evraz estimates. The remaining 7% is consumed by the chemical and titanium industries.
Vanadium may be derived from ore, slag, oil residues, spent catalyst and uranium by-products.
The largest vanadium-rich iron ore deposits are situated in Russia, South Africa and China, and these
countries are the world’s largest producers of vanadium, producing in aggregate approximately 70 thousand
tonnes of vanadium in 2016, according to the U.S. Geological Survey. Globally, resources of vanadium
exceed 63 million tonnes and the world’s proven vanadium reserve base was estimated to be 19 million
tonnes in 2016, according to the U.S. Geological Survey. Major consumers of vanadium products are located
within North America, Europe and Asia, primarily China and Japan. Global vanadium production decreased
from 78 thousand tonnes in 2015 to 76 thousand tonnes in 2016 due to the reductions in volumes by China
and South Africa.
According to London Metal Bulletin quotations, the price of ferrovanadium was U.S.$18.5 per kgV in
2016 and U.S.$18.6 per kgV in 2015. Historically, the highest price of vanadium was U.S.$128 per kgV in
April 2005.
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BUSINESS
Overview
Evraz is a globally vertically integrated steel, mining and vanadium business with operations in Russia,
Ukraine, Kazakhstan, North America, the European Union and South Africa. In 2016, Evraz produced 13.5
million tonnes of crude steel and sold 13.5 million tonnes of steel products and pig iron to third parties.
According to Evraz’s estimates, Evraz was the fourth largest crude steel producer by crude steel volume in
Russia in 2016, and the largest manufacturer by volume of long products for the construction and railway
industries in Russia and the CIS in 2016. Evraz also produces significant quantities of iron ore products and
coking coal, most of which are used in its own steelmaking operations. In 2016, Evraz produced 19.7 million
tonnes of iron ore and mined 22.3 million tonnes of coking coal. Evraz is also one of the leading producers of
vanadium globally. In 2016, Evraz produced 12.9 thousand tonnes of ferrovanadium and other finished
vanadium products.
History
Evraz’s business was founded by a group of Russian scientists and engineers led by Alexander
Abramov (the “Original Group”). In 1992, the Original Group established a limited liability company,
EvrazMetall, which specialised in the trading of steel products and supplying raw materials and equipment to
the Russian steel mills. During the first few years, the company’s turnover and field of activity steadily
expanded. In the mid-1990s, major steel traders in the Russian market (including the Original Group), as part
of their trading activities, financed production at the steel mills from which they bought steel products. By the
end of the 1990s, the entities under common control with Evraz became one of the major creditors of two
steel mills (Nizhny Tagil Iron and Steel Plant (EVRAZ NTMK) and West Siberian Iron and Steel Plant
(ZapSib, currently part of EVRAZ ZSMK).
By the end of 2001, the entities under common control with Evraz acquired significant stakes in
Nizhny Tagil Iron and Steel Plant and West Siberian Iron and Steel Plant and began to exercise control over
the operating activities of the mills.
Between 2002 and 2004, Evraz focused its expansion activities on the further acquisition of steel assets
and on the building of its resource base within Russia.
In 2003, Evraz’s management initiated a reorganisation: the separate businesses were consolidated into
one holding company. This improved the legal and financial transparency of Evraz and provided access to
international financing for further growth. In 2003, one of Evraz’s subsidiaries issued the first Eurobond of
Evraz. At the end of 2004, Evraz Group S.A. was formed as the parent company of Evraz.
Between 2004 and 2010, Evraz developed into a multinational corporation, progressively extending its
steel and mining businesses and beginning vanadium operations through a series of acquisitions around the
world. The following table represents the milestones in Evraz’s acquisition history:
2001 Nizhny Tagil Iron and Steel Plant (EVRAZ NTMK), an integrated steel mill that primarily
produces railway and construction long products, pipe blanks and other products
West Siberian Iron and Steel Plant (ZapSib, currently a part of EVRAZ ZSMK), an
integrated steel mill that primarily produces construction long products and semi-finished
products
2003 Novokuznetsk Iron and Steel Plant (NKMK, currently a part of EVRAZ ZSMK), an
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integrated steel mill specialising in the production of rolled long steel products for the
railway sector and semi-finished products
Nakhodka Trade Sea Port (EVRAZ Nakhodka Trade Sea Port), one of the largest ports in the
Far East of Russia, from where Evraz ships a significant part of its exports
2004 Kachkanarsky Ore Mining and Processing Plant (EVRAZ KGOK), which produces sinter
and pellets from vanadium-rich iron ore
Evrazruda Iron Ore Processing Complex (Evrazruda), which produces iron ore concentrate
with operating mines in the Kemerovo region
An indirect equity interest in Raspadskaya
2005 Palini e Bertoli (EVRAZ Palini), a rolling mill located in Italy, which produces customised
steel plate products
Vitkovice Steel a.s. (EVRAZ Vitkovice), an integrated steel mill which is the largest
platemaker in the Czech Republic (EVRAZ Vitkovice, sold in 2014)
2006 Strategic Minerals Corporation (a company, whose assets included Evraz Vametco and
Evraz Stratcor Inc.), one of the world’s leading producers of vanadium alloys and chemicals
for the steel and chemicals industries, with operations in the USA and South Africa
2007 Oregon Steel Mills (now a part of EVRAZ Inc. N.A.), a producer of plates, pipes, rails and
other long steel products, with operations in the USA and Canada
EVRAZ DMP, an integrated steel mill specialising in the manufacture of pig iron, steel and
rolled products, and Ukrainian coking plants: Dneprokoks (which currently is part of
EVRAZ DMP) and Yuzkoks
Highveld Steel and Vanadium Corporation (EVRAZ Highveld), one of the largest steel
producers in South Africa, with primary positions in medium and heavy structural sections
and ultra thick plate and a leading producer of vanadium products (EVRAZ Highveld,
deconsolidated from Evraz in 2015)
EVRAZ Nikom, a ferrovanadium producer located in the Czech Republic
Yuzhkuzbassugol, a vertically integrated group which is one of the largest coking coal
producers in Russia. Yuzhkuzbassugol owns and operates five coal mines and two coal
enrichment mills
Sukha Balka Iron Ore Mining and Processing Complex (EVRAZ Sukha Balka), operates
two underground mines in Ukraine for the production of lumping iron ore
West Siberian Heat and Power Plant, an energy-generating company located in
Novokuznetsk (Russia)
2008 IPSCO’s plate and tubular business (now EVRAZ Inc. N.A. Canada and part of EVRAZ
North America), located in Canada
2009 Carbofer Metall (a part of EVRAZ Metall Inprom), one of the largest Russian steel
distribution networks
Vanady-Tula (EVRAZ Vanady-Tula), the largest Russian producer of vanadium products
2010 Inprom (a part of EVRAZ Metall Inprom), a Russian steel distribution network
2013 In January 2013, EVRAZ plc, the parent of Evraz, obtained control over a coal mining
company Raspadskaya
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In April 2014, Evraz sold its wholly-owned subsidiary EVRAZ Vitkovice Steel, a manufacturer of
rolled steel products, located in Ostrava, Czech Republic.
Evraz Highveld Steel and Vanadium Limited (“Highveld”) is a vertically integrated iron, steel and
vanadium slag producer. On 13 April 2015, as a result of severe economic difficulties due to the current and
persistent unfavourable economic environment in South Africa, the Board of Highveld decided to place the
entity under business rescue procedures to avoid its liquidation and to avoid giving Highveld’s creditors the
opportunity to apply for its liquidation in court. The business rescue practitioners can consult with Highveld’s
Board or its directors, but they would not be bound by any requests or advice from Highveld’s Board or its
directors. Therefore, Evraz lost control over Highveld and is not expected to re-obtain control in the future.
Accordingly, Highveld was deconsolidated from Evraz. In March 2016 the business rescue practitioners
resolved to wind down the company and settle the creditors’ claims by disposal of Highveld’s assets. Evraz is
aware of ongoing efforts by the business rescue practitioners to recommence production at Highveld’s
facilities, including a recently announced deal with Arcelor Mittal South Africa to supply blooms and slabs to
a Highveld subsidiary, notwithstanding the prior wind down resolution; however, this has not changed Evraz’s
expectations regarding its ability to re-obtain control of Highveld. See Note 4 to the 2016 Consolidated
Financial Statements for further information.
As at the date of this Prospectus, Evraz also owns an 82% equity interest in Raspadskaya, one of
Russia’s largest coking coal producers. In October 2015, Evraz obtained an additional 41% indirect equity
interest in Raspadskaya, from EVRAZ plc, Evraz’s parent company, by way of a contribution in kind to
Evraz. In consideration of such contribution, EVRAZ plc received additional shares in Evraz. As the result of
the equity contribution, Raspadskaya became a consolidated subsidiary of Evraz. The remaining 18% of
shares are publicly traded on the Moscow Exchange. For additional information on Raspadskaya, please see
“—Business—Coal—Raspadskaya”, “—Capitalisation” and “—Presentation of Financial and Other
Information—Presentation of Financial Information ”.
Currently, Evraz is a global vertically integrated steel corporation diversified both by geography and
by product type.
Evraz completed an initial public offering of its GDRs on the London Stock Exchange in June 2005.
On 17 October 2011, EVRAZ plc announced an offer to acquire up to the entire issued and to be issued share
capital of Evraz, including those shares represented by GDRs, in exchange for ordinary shares in EVRAZ plc.
Shares in EVRAZ plc were admitted to trading on the London Stock Exchange’s main market on 7 November
2011. As of the date of this Prospectus, EVRAZ plc holds a 100% interest in the Issuer. For additional
information on EVRAZ plc please see “Principal Shareholders”.
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Organisational Structure
100% 51%
Evraz Timir
Group S.A.
49% 100% 60% 82% 100% 65% 79% 100% 100% 97% 95% 99% 100%
75%
51% 100%
EVRAZ
Vametco
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Business Model and Value Chain
Evraz’s core business is the production of steel products and coking coal, with significant operations
located in Russia and North America. Evraz divides this production into three major operating segments.
The steel segment is mainly focused on the production of steel in CIS countries, using locally sourced
raw materials. The steel produced by this segment serves the domestic Russian infrastructure and construction
market while maintaining export flexibility. Of the iron ore used in Evraz’s steelmaking business,
approximately 85% of Evraz’s needs are met by production from Evraz’s own facilities. See “— Business —
Steel Segment — Suppliers of raw materials – Iron ore”. Evraz also decreases production costs by processing
vanadium slag from steelmaking operations, which is the base for Evraz’s vanadium business.
The North American steel segment serves the premium markets of the United States and Canada with
high-value-added steel products for infrastructure, rails and LD/OCTG pipes. Being vertically integrated,
through sourcing scrap and re-rolling slab from Russian steel operations, helps to secure the profit margins of
Evraz.
The coal segment not only supplies Evraz’s steel mills with the necessary raw materials, but also
provides coking coal to all major Russian coke and steel producers and serves export markets. As the largest
coking coal producer in Russia, according to Metal Expert, Evraz is able to capture additional margins due to
its diverse product portfolio and low-cost position.
Evraz seeks to create value through leveraging its advantageous low-cost position, which enables the
company to serve domestic and export markets profitably, and its attractive product portfolio, which provides
future development opportunities.
Keeping costs low is one of Evraz’s key business objectives in its steelmaking and iron ore and coking
coal mining businesses. Key steel and coking coal assets are located in the first quartile of the cost curve,
which helps to maintain profit margins even in periods of market downturns. Evraz believes its continuous
focus on operational improvements, non-production savings and necessary business restructurings will help it
to maintain these cost advantages in the future. Vertical integration enables Evraz to control each stage in the
supply chain. Having iron ore and coking coal production companies secures the cost side of the steel
business, while Evraz’s sales channels and logistic assets form the base of its consumer-driven sales function.
Evraz is a global leader in rails and LD Pipe and is a reliable provider of steel products for
infrastructure projects around the world. Evraz has strong market positions in its core markets of Russia and
North America as well as an export presence in Europe, Asia and Latin America. Evraz intends to preserve
and improve these positions through developing higher-value-added products, strengthening long-term client
relations and continuously improving its technological expertise.
Strategy
Evraz is a leader in the production of infrastructure steel products globally and in the Russian coking coal
market.
To maintain its leading position, Evraz implements its strategy based on five success factors each of
which is of crucial importance: Health, Safety & Environment; Human Capital; Customer Focus; Asset
Development and the Evraz Business System.
Throughout its operations, Evraz places great focus and effort on establishing a safe work environment
for its employees. Evraz’s strategic goal is to have zero fatal accidents at its plants, and the Company believes
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it can achieve this goal through extensive employee training and initiatives to create a culture of personal
involvement and responsibility.
Evraz will continue its on-going procees of standardising its human resources processes organisation-
wide. During 2016 and for the foreseeable future, Evraz’s efforts in this area are and will be focused mainly
on its “From Foreman to Managing Director” programme, which aims to evaluate and develop operations
management to create a management candidate pool at each of its plants.
Evraz acts to sustain the demand for many of its products, despite intensive domestic market
competition, through its concentration on customer focus, maintaining client loyalty and working closely with
key buyers in Russia. Evraz intends to continue to expand its product portfolio and the jurisdictions to which
it sells its products in order to continue to meet the needs of its current customers and to develop its
international customer base. It has developed and will continue to develop a variety of new products and
achieved and will continue to work to acquire more advanced certifications in order to sell an increased range
of products into new jurisdictions. For example, Evraz obtained the necessary quality certifications, and
developed its customer base, in order to expand it sales of railway products to Brazil, Turkey, Germany,
Slovenia and the Czech Republic. In North America, Evraz is developing thicker-wall LD Pipe for natural gas
transmission.
Evraz is committed to taking action in order to maintain its cost leadership, execute a prudent
investment programme and optimise its asset configurations. In 2016, the Steel segment focused its cost-
cutting efforts on production yields and auxiliary supply consumption improvements across its steel mills,
labour optimisations and energy efficiency initiatives. In North America, the Group’s efforts were aimed at
reducing its general and administrative overhead costs, as well as optimising scrap purchases and capacity
optimisation in the tubular segment. During 2016, the coal segment shortened mining equipment relocation
periods and improved other operational efficiency measures. Going forward, Evraz intends to adopt similar
incremental measures in order to achieve its goals.
The EVRAZ Business System, or EBS, is a combined approach to the Group’s operations. The key
elements are target-setting, people development, processes improvements, management system support,
culture principles and necessary implementation infrastructure. In 2016, the Group’s primary focus was on
transitioning from a ‘lean tools approach’ to the full EVRAZ Business System deployment through EBS-
transformations. The 2016 targets were met in employee basic EBS tool trainings, rapid improvement events
and the implementation of operational excellence projects.
Operations
Segments
For management purposes Evraz has four reportable operating segments:
Steel segment includes production of steel and related products at all mills except for those located in
North America. Extraction of vanadium ore and production of vanadium products, iron ore mining and
enrichment and certain energy-generating companies are also included in this segment as they are closely
related to the main process of steel production.
Steel, North America is a segment, which includes production of steel and related products in the USA
and Canada.
Coal segment includes coal mining and enrichment. It also includes operations of Nakhodka Trade Sea
Port as it is used to a significant extent for shipping of products of the coal segment to the Asian markets.
Other operations include energy-generating companies, shipping and railway transportation
companies.
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Management and investment companies are not allocated to any of the segments. Operating segments
have been aggregated into reportable segments if they show a similar long-term economic performance, have
comparable production processes, customer industries and distribution channels, operate in the same
regulatory environment, and are generally managed and monitored together.
Location of operations
The following map shows the location of Evraz’s current operations:
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1
6 6 7
11
16,17 (a) (b)
8 2
9 5
3,4
14,15
13 18
12
1. EVRAZ NTMK
2. EVRAZ ZSMK
3. EVRAZ DMP
4. EVRAZ Yuzkoks
5. EVRAZ Caspian Steel
6. EVRAZ KGOK
7. Evrazruda
8. EVRAZ Sukha Balka Steel mills
9. EVRAZ Nikom
10. EVRAZ Vametco Iron ore mining
11. EVRAZ Vanady-Tula Coal mining
12. EVRAZ Stratcor
Vanadium
13. EVRAZ Palini 10
14. EVRAZ INC NA Canada Nakhodka sea port
15. EVRAZ INC NA Greenfields: (a) Mezhegey
16. Yuzhkuzbassugol coal and (b) Timir iron ore
17. Raspadskaya
18. EVRAZ NMTP (Port
Nakhodka)
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The following table summarises the principal production facilities in Evraz’s reportable operating segments
as at 31 December 2016:
Evraz’s
Company by segment Description Country ownership interest
Steel segment
Steelmaking and rolling facilities
EVRAZ NTMK Steel mill Russia 100.00%
EVRAZ ZSMK Steel mill Russia 100.00%
EVRAZ DMP Steel mill Ukraine 97.73%
EVRAZ Yuzkoks Coke facility Ukraine 94.96%
EVRAZ Caspian Steel Steel rolling mill Kazakhstan 65.00%
Iron ore production facilities
Evrazruda Iron ore Russia 100.00%
EVRAZ KGOK Iron ore Russia 100.00%
EVRAZ Sukha Balka Iron ore Ukraine 99.42%
Vanadium production facilities
EVRAZ Nikom Vanadium Czech Republic 100.00%
EVRAZ Vametco Vanadium South Africa 59.07%
EVRAZ Vanady-Tula Vanadium Russia 100.00%
EVRAZ Stratcor Vanadium USA 100.00%
Steel North America Segment
EVRAZ INC NA Steel mills Canada 100.00%
Canada
EVRAZ INC NA Steel mills USA 100.00%
Coal Segment
Yuzhkuzbassugol Coal producer Russia 100.00%
Raspadskaya Coal producer Russia 81.95%
Mezhegey Coal producer Russia 60.02%
EVRAZ NMTP (Port Sea Port Russia 100.00%
Nakhodka)
Steel segment
The Steel segment includes production of steel and related products at all mills except for those located in
North America. Extraction of vanadium ore and production of vanadium products, iron ore mining and enrichment,
and certain energy-generating companies are also included in this segment as they are closely related to the main
process of steel production.
Evraz’s Steel segment currently produces crude and rolled steel at EVRAZ NTMK, EVRAZ ZSMK and
EVRAZ DMP and rolled steel at EVRAZ Caspian Steel. In the period under review, Evraz also produced crude and
rolled steel at EVRAZ Vitkovice and EVRAZ Highveld and rolled products at EVRAZ Palini.
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The following table sets out the crude steel annual design capacity and production at each of these mills in
the periods indicated:
Thousand tonnes
Notes:
(1) Annual design capacity is the volume of crude steel that a machine or plant may potentially produce based on its technical characteristics
as at the date of this Prospectus. Annual design capacity is not equal to actual annual capacity, which takes account of restrictions such as
bottlenecks and/or repairs.
(2) On 13 April 2015, as a result of severe economic difficulties due to the current and persistent unfavourable economic environment in
South Africa, the Board of Highveld decided to place the entity under business rescue procedures.
(3) On 3 April 2014, Evraz sold EVRAZ Vitkovice Steel to a third party.
(4) Production for the period from 1 January 2014 to 3 April 2014, when EVRAZ Vitkovice was sold.
EVRAZ NTMK
EVRAZ NTMK is an integrated steel production mill located in Nizhny Tagil, in the Sverdlovsk region,
approximately 140 kilometres north of Ekaterinburg. Nizhny Tagil is one of the oldest mining and steel production
centres in Russia with over 300 years of production history. EVRAZ NTMK produces semi-finished products such
as slabs, and specialises in long hot-rolled products. EVRAZ NTMK’s primary products are construction products,
particularly H-beams, angle sections and profile sections used in construction sector. EVRAZ NTMK also produces
railway products, such as rails, wheels and rims for railcars.
Evraz believes that EVRAZ NTMK is the world’s biggest processor of vanadium-enriched titan ferrous ores
with succeeding vanadium recovery in blast oxygen furnaces and in oxygen converters using special technologies.
Facilities
EVRAZ NTMK consists of coke-chemical production facilities, two blast furnaces, steelmaking facilities
(one oxygen converter shop consisting of four LD Convertors), four continuous casters, seven rolling mills and a
power- and heat-generating plant. In 2016, Evraz began construction of a new blast furnace, blast furnace no. 7, in
order to maintain the production of pig iron at EVRAZ NTMK at 5 million tons per year. See “— Business —
Investment programme”.
Coke production
The coke-chemical production facility currently consists of two coking plants, which operate four coking
batteries producing both wet and dry quenched coke. In 2016, EVRAZ NTMK produced 2,324 thousand tonnes of
coke (6% humidity), compared to 2,306 thousand tonnes in 2015 and 2,324 thousand tonnes in 2014. EVRAZ
NTMK also operates by-product processing facilities, including a chemical plant, coke pitch plants, and pitch
distillation and rectification plants, the products of which it sells primarily to third parties.
Semis production
EVRAZ NTMK operates four continuous casting machines in the converter shop, with an annual design
capacity of 4,665 thousand tonnes of crude steel. The first continuous casting machine was installed in 1995 and
produces round billets for rolling railway wheels and tyres and pipe blanks, as well as blooms for rolling rails, H-
beams and pipe blanks. The second continuous casting machine, commissioned in 1996, produces both slabs and
large blooms. The third continuous casting machine, commissioned in 2001, produces blooms, shaped billets for
rolling H-beams, channels and sheet piles.
The fourth continuous casting machine was commissioned in August 2004 and produces large slabs. In line
with Evraz’s vertical integration, in 2016, EVRAZ NTMK supplied EVRAZ North America with approximately
86% of its slab requirements, as compared to 62% in 2015 and 87% in 2014. EVRAZ NTMK also supplies EVRAZ
Caspian Steel with billets and, since operations restarted in 2016, EVRAZ Palini with slabs for production of flat
products.
Rolling mills
EVRAZ NTMK operates seven primary rolling mills (a rail fastener mill, a broad-flange beam mill, a rail
and structural mill, heavy-section and ball rolling mills, and a wheel and tyre rolling mill). The design of these mills
allows for a flexible product mix. EVRAZ NTMK upgraded its wheel rolling operations on multiple occasions
between 2004 to 2012, increasing capacity at that mill and that mill the capability to produce a wider variety of
wheel products.
Power plant
EVRAZ NTMK operates a power plant that in 2016 produced 1,196 million kWh of energy, as compared to
1,054 million kWh of energy in 2015 and 996 million kWh of energy in 2014.
Production
The following table sets forth EVRAZ NTMK’s production of steel products in the periods indicated:
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EVRAZ ZSMK
EVRAZ ZSMK comprises two key production facilities of Evraz, ZSMK and NKMK, both of which are
located near Novokuznetsk, in the Kemerovo region of Russia. Evraz believes that EVRAZ ZSMK is the fourth
largest steel mill in Russia and the largest steel mill in Siberia as of 31 December 2016. EVRAZ ZSMK is an
integrated steel mill which specialises in long hot-rolled steel products primarily used in the construction industry
and also produces semi-finished products such as slabs. Evraz also believes that EVRAZ ZSMK is the leading rail
producer in Russia, producing a full range of rails. EVRAZ ZSMK’s products are sold across the CIS and globally.
EVRAZ ZSMK produced an aggregate of 6,901 thousand tonnes of crude steel and 6,336 thousand tonnes of steel
products in 2016, as compared to 7,186 thousand tonnes of crude steel and 6,467 thousand tonnes of steel products
in 2015 and 7,570 thousand tonnes of crude steel and 6,819 thousand tonnes of steel products in 2014.
Facilities
Coke production
EVRAZ ZSMK has five coke oven batteries in operation which produced 3,214 thousand tonnes of coke
(6% humidity) in 2016, compared to 3,161 thousand tonnes in 2015 and 3,431 thousand tonnes in 2014. Its coke-
chemical production facilities include coal preparation shops, a rectification shop and a tar processing shop.
EVRAZ ZSMK also operates coke by-product production facilities.
Steelmaking at ZSMK is conducted in two oxygen converter mills which consist of five BOFs with an
annual design capacity of 8,211 thousand tonnes. In order to produce high-quality steels, some of the steel produced
in BOFs at the oxygen converter mill #2 is further processed in a ladle furnace, which was commissioned in 2005.
EVRAZ ZSMK also produces steel in two EAFs, with an annual design capacity of 838 thousand tonnes of
crude steel. EAFs are fed by pig iron partially supplied by ZSMK facilities and partially by scrap. The steel
produced in EAFs is then processed in two ladle furnaces in order to improve its quality.
Semis production
EVRAZ ZSMK operates one eight-strand continuous casting machine, commissioned in 1995, which
produces square billets, and a two-strand continuous slab casting machine, commissioned in 2005 and one four-
strand continuous casting machine which produces semi-finished products for a rail mill. EVRAZ ZSMK also
operates a blooming mill which produces blooms, billets and slabs. In 2016, EVRAZ ZSMK produced 3,050
thousand tonnes of saleable semi-finished products, comprised of slabs and billets, as compared to 2,930 thousand
tonnes in 2015 and 3,024 thousand tonnes in 2014.
In line with Evraz’s vertical integration, EVRAZ ZSMK supplies EVRAZ Caspian Steel with billets that are
used to produce rebar for Kazakhstan and other CIS markets.
Rolling mills
EVRAZ ZSMK operates seven rolling mills. Rolling facilities include one medium-section mill 450, two
small-section mills 250, one rail and structural steel mill, one sectional mill and two ball rolling mills. The medium-
section mill 450 serves to roll billets into structural shapes and bars varying in length from 4.5 metres to 12 metres.
Profiles include round, strip and angled bars, flanged beams, channels and other shapes. At small-section mills,
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billets are rolled to round and reinforcing bars and to angle sections. The rail and structural steel mill consumes steel
primarily produced in EAFs through two continuous casting machines. A muti-year rail and structural steel mill
modernisation project that allowed it to increase the mill’s capacity and made Evraz the first Russian producer of
premium rails, including head-hardened, low temperature-resistant and high-speed 100-metre rails.
Power plants
EVRAZ ZSMK operates a power plant located on its site with the total operating capacity of 600 MW. In
2016, the plant generated 2,876 million kWh of energy, as compared to a total of 2,776 million kWh of energy in
2015 and 2,637 million kWh of energy in 2014.
Production
The ZSMK site concentrates its production on long products for the construction and engineering sectors,
iron and steel casting, coke by-products, low-harden-ability steel wire cord, cold-resistant rebar and welding wire.
The NKMK site concentrates on the production of rails.
The following table sets forth EVRAZ ZSMK’s production of steel products in the periods indicated:
(thousands of tonnes)
Facilities
The production facilities of EVRAZ DMP include coke-chemical production facilities, two blast furnaces,
steelmaking facilities (three oxygen converters) and two rolling mills.
Coke production
Following an internal reorganisation in 2011, the coke-chemical production facility of Dneprokoks was
merged with EVRAZ DMP. In 2016, EVRAZ DMP produced approximately 735 thousand tonnes of coke (6%
humidity) compared to approximately 734 thousand tonnes in 2015 and 739 thousand tonnes in 2014. In 2016,
EVRAZ Yuzkoks produced 508 thousand tonnes of coke (6% humidity) compared to 601 thousand tonnes in 2015
and 676 thousand tonnes in 2014. Coke produced at EVRAZ DMP and EVRAZ Yuzkoks is used in the production
at EVRAZ DMP; the remaining portion is sold to various local steelmakers in Ukraine.
125
Pig iron and crude steel production
Evraz believes that EVRAZ DMP was Ukraine’s eighth largest steel producer in terms of crude steel
production in 2016. It operates two blast furnaces with annual design capacity of 1,135 tonnes of pig iron. EVRAZ
DMP produces steel in three oxygen converters with an annual design capacity in total of 1,230 thousand tonnes.
Production
The following table sets forth EVRAZ DMP’s production of steel products in the periods indicated:
(thousands of tonnes)
Production
The following table sets forth EVRAZ Caspian Steel production of steel products in the periods indicated:
(thousands of tonnes)
Note:
(1) Production of saleable products commenced in the fourth quarter of 2014.
EVRAZ Palini
EVRAZ Palini is a plate rolling mill operator located in San Giorgio di Nogaro (in the province of Udine),
Italy. Due to unfavourable market conditions, it was decided to temporarily suspend operations at EVRAZ Palini
from August 2013. In 2016, Evraz restarted production at EVRAZ Palini and produced 68 thousand tonnes of flat-
rolled products from slabs supplied by Evraz’s Russian steel mills and processed another 13 thousand tonnes of flat
products under tolling arrangements for third party clients.
126
EVRAZ Palini production facilities consist of a Four-High mill for the production of steel plates and a Two-
High mill, built in 2005 in an effort to speed up the production and complement the Four-High mill’s rolling
process. EVRAZ Palini’s production facilities have an annual design capacity of 450 thousand tonnes of plates of a
wide range of sizes and qualities.
EVRAZ Vitkovice
On 3 April 2014, Evraz sold its wholly-owned subsidiary EVRAZ Vitkovice Steel, manufacturer of rolled
steel products, located in Ostrava, Czech Republic, to a third party. EVRAZ Vitkovice largely supplied customers in
Europe. At the time of sale EVRAZ Vitkovice’s production facilities consisted of a steel shop producing slabs, two
rolling mills, including one Four-High plate rolling mill, one heavy-section mill and cut shapes production facilities.
In 2013, the aggregate production of the steel mill was approximately 388 thousand tonnes of steel, the aggregate
production of flat-rolled products was approximately 463 thousand tonnes and aggregate production of construction
products was approximately 80 thousand tonnes. The remaining production was split between semi-finished,
railway and other steel products, in total 28 thousand tonnes.
EVRAZ Highveld is a vertically integrated iron, steel and vanadium slag producer. EVRAZ Highveld’s steel
production facilities include liquid iron production facilities, steelmaking facilities, four continuous casters and two
rolling mills. In 2015, EVRAZ Highveld’s production facilities had an annual design capacity of 900 thousand
tonnes of crude steel. EVRAZ Highveld produced 151 thousand tonnes of pig iron and 149 thousand tonnes of
crude steel in 2015, compared to 666 thousand tonnes and 621 thousand tonnes in 2014. In 2015, EVRAZ
Highveld’s rolling mills produced 47 thousand tonnes of rolled steel products for the construction sector compared
to 194 thousand tonnes in 2014. EVRAZ Highveld’s flat mill produced 65 thousand tonnes of flat products in 2015
compared to 293 thousand tonnes in 2014. Remaining production falled into semi-finished, railway and other steel
products, in total 11 thousand tonnes in 2015 compared to 42 thousand tonnes in 2014.
The following table sets forth Evraz’s production of iron ore in Russia and Ukraine in the periods indicated:
(thousands of tonnes)
EVRAZ KGOK
Mined ore ......................................................... 15.5% 59,242 59,351 58,128
127
Average Iron Content(1) Year ended 31 December
(thousands of tonnes)
Pellets ............................................................... 61.0% 6,520 6,510 6,444
Sinter ................................................................ 53.7% 3,418 3,529 3,443
EVRAZ Sukha Balka
Mined ore ......................................................... 56.5% 3,105 3,407 3,414
Lumping ore ..................................................... 59.7% 2,563 2,809 2,889
Evrazruda(2)
Mined ore ......................................................... 30.1% 8,312 7,805 5,722
Concentrate (saleable) ...................................... 57.1% 4,534 3,730 3,080
Notes:
(2) In 2014, Evraz sold an iron ore mine and heat and power plant which belonged to Evrazruda.
EVRAZ KGOK
EVRAZ KGOK is the fifth largest ore mining enterprise in Russia as of 31 December 2016, according to
Rudprom and Evraz’s own estimates. It is located in the Sverdlovsk region, approximately 140 kilometres from
EVRAZ NTMK, its primary consumer. EVRAZ KGOK develops the Gusevogorskoye deposit of titanium
magnetite ores that contain vanadium, allowing production of high-tensile alloyed steel products.
Production
EVRAZ KGOK produces sinter and pellets that are rich in vanadium oxide, which are loaded onto railcars
and shipped to end consumers. These products generally have relatively high production costs as the iron content of
EVRAZ KGOK ore is approximately 16%, which means that the ore must undergo enrichment and concentration.
The high-vanadium grade of EVRAZ KGOK’s iron ore leads to the improved strength, ductility and anti-corrosion
characteristics of steel produced from such ore, but also adversely affects the speed and effectiveness of the blast
furnace smelting process.
EVRAZ KGOK also holds a licence (valid until 2035) for the development of the Sobstvenno-
Kachkanarskoye magnetite and titanium deposit, which is located in the Sverdlovsk region, next to the
Gusevogorskoye deposit. EVRAZ KGOK intends to commence mining at the Sobstvenno-Kachkanarskoye deposit
in 2021.
Power plant
EVRAZ KGOK operates a power plant that is located on its site with the total operating capacity of 49 MW
and in 2016 produced 202 million kWh of energy, as compared to 173 million kWh of energy in 2015 and 199
million kWh of energy in 2014.
The following table sets forth EVRAZ KGOK’s production of saleable products in the periods indicated:
(thousands of tonnes)
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Evrazruda
Evrazruda comprises a number of ore mining and ore enrichment enterprise in the Kemerovo region
(Tashtagolsky, Kazsky, Sheregeshsky iron ore mines and Gurevsky ore limestone mine, the Abagurskaya Sinter and
enrichment plant).
Production
In 2016, 2015 and 2014, Evrazruda’s total output of finished iron ore product (concentrate) was 4,534
thousand tonnes, 3,730 thousand tonnes and 3,080 thousand tonnes, respectively.
Evraz plans to further develop the most promising mining operations at Evrazruda. Evraz completed the first
stage of the Sheregesh mine development in 2015, which resulted in an increase of the Sheregeshsky iron ore mine
capacity by up to 4.6 million tonnes per annum. Further improvements (to the mine machinery) at the Sheregesh
mine are expected to further increase its efficiency level.
Production
In 2016, EVRAZ Sukha Balka produced 2,563 thousand tonnes of lump ore, compared to 2,809 thousand
tonnes in 2015 and 2,889 thousand tonnes in 2014.
The following table summarises Evraz’s production of vanadium in slag and finished vanadium products for
the periods indicated:
Notes:
129
(1) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposes or deconsolidates a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
(2) Includes 420 metric tonnes of Vanadium of Nitrovan produced from vanadium slag of Evraz Highveld
EVRAZ Vanady-Tula
EVRAZ Vanady-Tula was acquired by Evraz in 2009 and became a wholly-owned subsidiary of Evraz in
2010. According to Evraz’s estimates, EVRAZ Vanady-Tula is the largest Russian producer of ferrovanadium and
has its production facilities in Tula, in the Tula region of Russia. In 2016, EVRAZ Vanady-Tula produced 4,266
metric tonnes of Vanadium of ferrovandium, as compared to 3,772 metric tonnes of Vanadium in 2015 and 3,860
metric tonnes of Vanadium in 2014. Ferrovanadium production volumes of EVRAZ Vanady-Tula include
ferrovanadium produced at the third parties’ facilities (at the Chusovskoy Metallurgical Plant) from vanadium slag
from EVRAZ NTMK.
EVRAZ Nikom
EVRAZ Nikom is a ferrovanadium producer located in the Czech Republic. EVRAZ Nikom has one
processing facility, which it uses to process vanadium pentoxide received from EVRAZ Vanady-Tula and third party
processors as well as vanadium trioxide from EVRAZ Vametco into ferrovanadium (all oxides are originating from
EVRAZ NTMK slag). In 2016, EVRAZ Nikom produced 5,000 metric tonnes of Vanadium of ferrovanadium, as
compared to a total of 4,938 metric tonnes of Vanadium in 2015 and 4,803 metric tonnes of Vanadium in 2014.
EVRAZ Stratcor’s facility in Hot Springs, Arkansas has a capacity to produce up to 12 million pounds per
year of one of the highest-purity vanadium oxide in the world. Due to a change in feedstock supply, part of EVRAZ
Stratcor`s oxide production chain has been temporarily idled. The Hot Springs Plant produces high-purity vanadium
pentoxide, vanadium trioxide, ammonium metavanadate and various other vanadium chemicals and oxides. EVRAZ
Stratcor also produces Stratcor® vanadium-aluminium.
EVRAZ Stratcor sells the products made at the Hot Springs Plant to customers in the chemicals industry and
Stratcor® vanadium-aluminium to customers in the titanium industry. EVRAZ Stratcor also markets Ferrovanadium
produced at Evraz’s production facilities and third party facilities as well as Nitrovan® produced at EVRAZ
Vametco to steelmakers in North America.
Production
In 2016, EVRAZ Stratcor produced an aggregate of 739 metric tonnes of Vanadium (vanadium oxides,
vanadium aluminium and chemicals) compared to 1,547 metric tonnes of Vanadium in 2015 and 1,415 metric
tonnes of Vanadium in 2014.
EVRAZ Vametco
EVRAZ Vametco operates an ore mine and a production facility in Brits, South Africa (approximately 30
miles west of Pretoria). In line with the asset optimisation strategy Evraz has reached an agreement to dispose Evraz
Vametco with a potential buyer that remains subject to certain conditions. The consideration for the disposal, if
completed, would be payable in cash. EVRAZ Vametco’s principal product is Nitrovan®, a proprietary vanadium-
nitrogen product that efficiently strengthens steel. Nitrovan® is an efficient vanadium-nitrogen product that can
significantly lower the strengthening costs of high-strength, low-alloy (HSLA) and other alloy steels. This value-
added product is sold domestically and exported to steelmakers worldwide using salesforce of Swiss-based East
Metals AG (EVRAZ owned trading company) and U.S.-based EVRAZ Stratcor. EVRAZ Vametco has a capacity to
produce up to 3,000 metric tonnes of Vanadium of Nitrovan®
130
Production
In 2016, EVRAZ Vametco produced 2,856 metric tonnes of Vanadium of Nitrovan® compared to 2,419
metric tonnes of Vanadium in 2015 and 2,043 metric tonnes of Vanadium in 2014.
Sales
Evraz’s Steel segment sales include sales of semi-finished and finished steel products, iron ore and vanadium
products both to local and global markets.
Sales of steel
The following table shows Evraz’s Steel segment sales volume (to third parties and inter-segment sales) of
its principal steel products for the years ended 31 December 2016, 2015 and 2014:
Note:
131
(1) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposed or deconsolidated a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
The following table represents Evraz’s Steel segment sales volume (to third parties and inter-segment sales)
of its principal steel products by markets for the years ended 31 December 2016, 2015 and 2014:
Market(1)
Russia ............................................................. 4,998 42% 5,413 44% 6,428 51%
CIS ................................................................. 883 7% 987 8% 965 8%
Europe ............................................................ 1,302 11% 1,617 13% 956 8%
Asia ................................................................ 3,285 28% 3,020 25% 3,182 25%
Africa and America and Rest of world ........... 1,323 11% 1,190 10% 1,035 8%
Total .............................................................. 11,792 100% 12,227 100% 12,566 100%
Inter-segment sales ....................................... 521 560 954
Note:
(1) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposed or deconsolidated a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
Evraz’s Russian and CIS subsidiaries’ steel sales within Russia and the CIS
Evraz’s Russian, Ukrainian and Kazakhstan subsidiaries produce steel products for sale in the Russian and
CIS markets and for export. Sales in Russia are typically of finished products, which generally provide higher
margins than are available from sales of semi-finished products. Evraz believes that it has a strong market position
in Russia in many of its primary product markets. Evraz’s sales destinations in the rest of the CIS are primarily to
Ukraine and Kazakhstan.
Evraz conducts the majority of its Russian, Ukrainian and CIS sales through its wholly-owned trading
companies, such as TC EvrazHolding and TH EVRAZ Ukraine. In 2010, Evraz acquired a 100% interest in the
Inprom Group’s holding entity, which owned steel traders throughout Russia and a chain of 27 steel service centres
located in the industrially developed regions of Russia. This purchase followed Evraz’s acquisition in 2009 of six
steel trading companies which have 35 steel service centres in Russia (formerly known as Carbofer) through the
acquisition of their holding company. These operations have been substantially consolidated within EVRAZ Metall
Inprom, which currently consists of 47 steel service centres in Russia and CIS. EVRAZ Metall Inprom also sells
products on a smaller individual-quantity basis, specialising primarily in the sale of steel construction products.
Some sales are made directly from the production facilities under the supervision of Evraz’s salesforce. Sales to the
construction industry are made to independent regional distributors and stockists, which sell a range of products in
smaller lots to end consumers. Sales to the industrial sector are made directly to the customer. Sales to Russian
Railways are made directly to Russian Railways, without the use of independent distributors. Russian Railways is
the principal customer for Evraz’s rails and most other railway products produced in Russia. Evraz’s Russian and
Ukrainian standard form sales agreements require prepayment, although, sales of steel products to certain large
distributors and industrial clients where the contracts are specifically negotiated have allowed, and may in the future
allow for, deferred payments where bank guarantees are in place. Additionally, railway products are sold to Russian
Railways based on a framework agreement which provides for deferred payment after the sales documentation is
transfered.
The following table summarises Evraz’s sales of steel produced by its Russian, Ukrainian and Kazakhstan
subsidiaries in the periods indicated:
132
Year ended 31 December
2016 2015 2014
(thousands of tonnes)
Note:
(1) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposed or deconsolidated a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
The following table sets out the product mix of consolidated sales in Russia and the CIS for Evraz’s Russian,
Ukrainian and Kazakhstan subsidiaries for the periods indicated (by volume):
Note:
(1) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposed or deconsolidated a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
Evraz’s Russian, Ukrainian and Kazakhstan subsidiaries’ exports of steel outside Russia and the CIS Evraz’s
Russian, Ukrainian and Kazakhstan subsidiaries export primarily semi-finished products, as well as some finished
products, mainly wire rods, rebars, channels and beams. The semi-finished products that Evraz’s Russian, Ukrainian
and Kazakhstan subsidiaries export have not historically been subject to protective trade barriers. In 2016, exports
outside Russia and the CIS of Evraz’s Russian, Ukrainian and Kazakhstan subsidiaries amounted to 50% of the total
steel sales volume of its Russian, Ukrainian and Kazakhstan subsidiaries, an increase from 47% in 2015 and 38% in
2014. Currently export sales of semi-finished products mainly consist of both slabs and billets. Shifts between these
two products are mostly driven by economic reasons such as demand and sales margins. In 2016, Evraz’s semi-
finished products, slabs and billets, were exported in roughly equivalent amounts with billets comprising a slightly
larger percentage of the total amount exported.
In 2016, Evraz’s Russian, Ukrainian and Kazakhstan subsidiaries sold 50% of their steel products within
Russia and the CIS, as compared to 53% of their steel products in 2015 and 62% of their steel products in 2014.
EVRAZ Caspian Steel sold almost all of its steel products within Kazakhstan, other CIS countries and Russia.
133
Evraz’s Russian and Ukrainian subsidiaries conduct all exports outside of Russia and the CIS through
Evraz’s subsidiary, East Metals AG. The principal non-CIS export market for the products of Evraz’s Russian and
Ukrainian subsidiaries is the Asian market.
The following table sets out the distribution of the consolidated export sales (in terms of volume) by export
region for the periods indicated of Evraz’s Russian and CIS subsidiaries for the periods indicated:
Notes:
(1) Figures in this table take into account only third-party sales and no inter-segment sales.
(2) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposed or deconsolidated a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
The following table sets out the product mix of consolidated export sales outside Russia and the CIS for
Evraz’s Russian and CIS subsidiaries for the periods indicated (by volume):
Notes:
(1) Figures in this table take into account only third-party sales and no inter-segment sales.
(2) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposed or deconsolidated a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
134
Domestic sales in Ukraine in 2016 amounted to 1,485 thousand tonnes, or 59% of total sales volumes,
including deliveries to the Yuzhny Mining and Enrichment Plant (YuGOK) and EVRAZ DMP as compared to 1,681
thousand tonnes in 2015 and 1,661 thousand tonnes in 2014, or 56% of total sales volumes in 2015 and 64% in
2014. The remaining total output in 2016 amounted to 41%, or 1,021 thousand tonnes and was shipped to European
customers outside of Ukraine by rail and sea, as compared to 44% in 2015 and 36% in 2014.
Sales of iron ore products by EVRAZ KGOK on the local market is made directly from the production
companies, while export sales are made through Evraz’s trading company East Metals AG. EVRAZ Sukha Balka
sells iron ore products on both local and export markets through Evraz’s trading companies.
The following table shows Evraz’s Steel segment sales (to third parties and inter-segment sales) of its
principal mining products for the years ended 31 December 2016, 2015 and 2014:
Note:
(1) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposed or deconsolidated a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
The following table summarises Evraz’s iron ore sales by destination for the periods indicated:
Note:
(1) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposed or deconsolidated a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
Sales of vanadium
The following table shows Evraz’s Steel segment sales (to third parties and inter-segment sales) of its
principal vanadium products groups for the years ended 31 December 2016, 2015 and 2014:
135
Product(1) Year ended 31 December
2016 2015 2014
(metric tonnes % (metric tonnes of % (metric tonnes %
of vanadium) vanadium) of vanadium)
Note:
(1) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposed or deconsolidated a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
Construction sector
The principal products for the construction sector made by Evraz’s Russian, Ukrainian and Kazakhstan
facilities are rebars, H-beams, channels, angles and wire rods. In terms of segment revenues, the construction
market represents the largest market for steel products manufactured by Evraz’s Russian and Ukrainian subsidiaries,
comprising, in 2016, approximately 39% of revenue attributable to Evraz’s Russian and Ukrainian subsidiaries.
Russia constitutes Evraz’s principal market in the construction sector, and, in 2016, 2015 and 2014, Evraz
was the leading producer of beams in Russia, accounting for approximately 63%, 64% and 70%, respectively, of
total sales volumes of beams, according to Metal Expert. Evraz has significant positions in the structural shapes
(angles and channels) market in Russia. Evraz’s share amounted to 43% in 2016, 47% in 2015 and 50% in 2014, in
each case according to Metal Expert.
EVRAZ ZSMK is an important player in highly competitive Russian rebar market. In 2016, Evraz’s share of
the Russian rebar market, according to Metal Expert, amounted to 14%, as compared to 16% in both 2015 and
2014.
EVRAZ Caspian Steel sells approximately 70% of its rebar production to the Kazakhstan market with the
market share of 20% in 2016, 23% in 2015 and 6% in 2014, according to Metal Expert. Evraz’s total share in the
rebar market in Kazakhstan amounted to 31% in 2016 as compared to 36% in 2015 and 2015, in each case
according to Metal Expert.
In order to access new sales regions for finished products, Evraz continued to certify its manufacturing
procedures according to standards in various European and Asian countries. In 2016, a new rebar class B500B
complied with the requirements of the DIN 488-2:2009-08 standard by passing mechanical and endurance tests.
EVRAZ ZSMK also began production of ASTM-certified Grade40 and Grade60 ASTM А615 rebar for the United
States market in 2016. Earlier, in 2015, Evraz began production of CS:2012 rebar for markets in South-East Asia.
During 2014, Evraz’s share in the Ukrainian construction market increased, reaching approximately 56%
during the summer months, as all the major competitors were affected by social unrest as major third-party smelters
located in the Donbass region were idled. In 2015, the market share of EVRAZ DMP in the construction market
decreased from levels recorded during 2014 to approximately 36% upon restart of prior idled production facilities
located in the Donbass region. In 2016 Evraz’s share in the Ukrainian construction market decreased from levels
136
recorded during 2015, reaching approximately 32%, primarily due to Evraz’s main competitors in the market being
able to increase their capacity utilisation.
Railway sector
Evraz’s Russian and Ukrainian subsidiaries manufacture various products for the railway sector, including
rails, wheels, rail fasteners, axle blanks, railcar uprights, Z sections and rough tyres. Evraz sells railway products
primarily to Russian Railways, which accounted for approximately 14% of the total steel volume sold by Evraz in
Russia (excluding inter-segment sales) in 2016, as compared to 13% of the total steel volume sold by Evraz in
Russia (excluding inter-segment sales) in 2015 and 11% in 2014. In light of the significant underinvestment in the
Russian railway system in the past, Russian Railways announces and periodically provides updates on its plans to
make significant investments in maintenance, reconstruction and related infrastructure. Based on public
information, the investment budget of Russian Railways is expected to be approximately RUB389 billion for 2017.
Evraz sells railway products to Russian Railways pursuant to a long-term agreement which expires at the end of
2017, and under which prices are revised on a quarterly basis in accordance with a defined price formula. Evraz and
Russian Railways are currently negotiating the terms, including the pricing mechanism, product volumes and
product mix, of a new long-term agreement for the supply of railway products from 2018 to 2021. The new
agreement is expected to be finalised during the second quarter of 2017 and will replace the existing agreement
upon its scheduled expiration at the end of 2017.
Rails
Evraz produces rails at EVRAZ NTMK and EVRAZ ZSMK, the latter of which is currently the major
domestic supplier of rails to Russian Railways. Russian Railways is the primary Russian customer for Evraz’s rails.
In 2016, Evraz’s sales to Russian Railways amounted to 676 thousand tonnes or approximately 90% of Evraz’s total
Russian sales of rails by volume. In 2016, Evraz’s share in the Russian Rail market amounted to 72%, according to
Metal Expert. Upon modernisation of its rail mills Evraz has capacities to produce both standard and premium rails
(including head-hardened, low temperature-resistant and high-speed 100-metre rails). In 2016, Evraz produced 580
thousand tonnes of premium rails in Russia compared to 552 thousand tonnes of premium rails in 2015 and 254
thousand tonnes of premium rails in 2014.
In 2016, Evraz significantly increased its presence in a number of export markets for rails, including to new
markets in South America and Asia.
In order to enable its exports of rails to have access to new markets, Evraz actively looks to have its rail
products certified for those markets. In 2016, EVRAZ ZSMK successfully completed the qualification tests of its
rails required by Deutsche Bahn. As a result, Evraz has received an HPQ certificate from Deutsche Bahn and,
subject to a positive completion of on-going track tests, will be able to participate in regular tenders for Deutsche
Bahn during the course of this year.
In 2016, EVRAZ ZSMK also obtained a TSI certificate on its 49 E1 rail, which it produces to a European
standard and as a result of receiving this certificate can be sold to European markets generally. 49 Е1 rails are
intended for jointed and continuously welded tracks as well as for the production of rail switches. These rails are
used in urban transport, underground and access ways. Evraz supplies these rails in both non-treated and head-
hardened types and in lengths of up to 100 metres.
EVRAZ ZSMK also produces European 60 Е1 rails in lengths of up to 100 metres. Evraz is capable of
producing both raw and head-hardened rails, according to customer specifications. 60 Е1 rails are intended for
mixed traffic and can be used for both passenger and cargo transportation. 60 Е1 rails are the first European rails
produced in 100 metre lengths. Previously 100-metre rails were only offered for domestic market.
Other steel finished and semi-finished products, billets, slab, pig iron and blooms
Evraz’s Russian and Ukrainian subsidiaries supply a variety of finished products to the mining sector.
Evraz’s finished products include grinding balls, which it primarily sells to ore enrichment plants in Russia, and
mine uprights, which it primarily sells to mining companies and specialised distributors.
137
Evraz’s production facilities provide for flexible production of billets or slabs and, in addition, Evraz’s
Russian subsidiaries sell pipe blanks to pipe manufacturers in Russia. The majority of Evraz’s semi-finished
products is exported outside Russia and CIS, primarily to Asia. In 2016, sales of semi-finished products by Evraz’s
Steel segment to Asian markets amounted to 2,593 thousand tonnes and was comprised of billets and slabs, as
compared to 2,404 thousand tonnes in 2015 and 2,794 thousand tonnes in 2014. Evraz also exports semi-finished
products to European, African and American clients.
The acquisitions of EVRAZ Stratcor, EVRAZ Nikom and EVRAZ Vanady-Tula provided Evraz with
vanadium-processing capabilities and technical know-how allows it to extract higher margins and cash flows from
vanadium products.
EVRAZ Vanady-Tula sells Vanadium products to the Russian and CIS market, EVRAZ Stratcor to the North
American market and East Metals AG to the European, Asian and South American market.
In recent years, Evraz has continued to expand its customer base and increased the number of its long-term
agreements, which secure the major share of sales and guarantee stable off-take.
EVRAZ Stratcor sells the products made at the Hot Springs Plant to customers in the chemicals industry and
Stratcor® vanadium-aluminium to customers in the titanium industry. EVRAZ Stratcor also markets Ferrovanadium
produced at its own and various third parties’ facilities as well as Nitrovan® produced at EVRAZ Vametco to
steelmakers North America.
EVRAZ Vametco produces Nitrovan®, a proprietary vanadium-nitrogen product that efficiently strengthens
steel. This value-added product is sold domestically by EVRAZ Vametco and exported to steelmakers worldwide
using the salesforce of Swiss-based East Metals AG and U.S.-based EVRAZ Stratcor.
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vertical integration, and considering the cost of raw materials from external and internal sources, Evraz seeks,
where economical to do so, to maximise the share of these inputs that are obtained from other members of its
consolidated group. This strategy helps to ensure reliability of supply.
Iron ore
For its Russian and Ukrainian subsidiaries, Evraz obtains sinter and pellets primarily from its subsidiaries
Evrazruda, EVRAZ KGOK and EVRAZ Sukha Balka (through YUGOK Ukraine), as well as from third-party
suppliers. Evraz’s iron ore production in Russia and Ukraine in 2016, 2015 and 2014 represented, in terms of
volumes, approximately 81%, 86% and 85% of its total iron ore requirements in Russia and Ukraine, respectively.
Although Evraz chose to consume only 68% in 2016, 64% in 2015 and 59% in 2014 of these requirements and to
purchase the remaining from third parties due to price, location and grade considerations. See “—Business—Iron
ore mining production facilities”.
The objective of Evraz’s vertical integration is to use raw materials produced by its subsidiaries to the extent
practicable, but to take a commercial approach to sourcing its raw materials, to which end, Evraz will buy and sell
iron ore and coal to third parties depending on a number of factors, including pricing, the grade of coal and
geographic proximity of raw materials to Evraz’s facilities. For purposes of transportation costs (railway tariff)
efficiency, Evraz purchases iron ore, primarily iron ore concentrate for EVRAZ ZSMK from Metalloinvest’s
Mikhailovsky GOK.
The following table sets out the main internal suppliers of iron ore for Evraz’s Russian and Ukrainian
steelmaking operations for the periods indicated:
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Scrap
For its Russian and Ukrainian subsidiaries, Evraz obtains scrap from a number of third parties and obtains it
internally from waste created by its blooming mills and rolling mills. In 2016, EVRAZ ZSMK, EVRAZ NTMK and
EVRAZ DMP obtained approximately 34%,100% and 96%, respectively, of their scrap requirements from internal
supply, with the remaining obtained from third parties. Due to the volatile nature of the scrap market, Evraz does
not enter into master or long-term agreements for its scrap supply.
Logistics
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In 2016, the majority of volumes of non-CIS steel product sales of Evraz’s Russian subsidiaries were
shipped through EVRAZ Nakhodka Trade Sea Port. Export sales of raw materials in 2016 were shipped primarily
through EVRAZ Nakhodka Trade Sea Port and Novorossiysk Commercial Sea Port. Evraz also ships some exports
to end customers, including exports of raw materials from Russia to Ukraine, directly by rail.
Evraz operates its North American steel business out of EVRAZ Inc. N.A. (“EINA”) and EVRAZ Inc. N.A.
Canada (“EICA”), which together comprise EVRAZ North America plc (“ENA”).
ENA, the holding company for Evraz’s U.S. operations, includes EVRAZ Rocky Mountain Steel, EVRAZ
Oregon Steel, Camrose Pipe Corporation, EVRAZ Trade NA, LLC, East Metal Services Inc., OSM Distribution Inc.
and General Scrap Inc. EVRAZ Inc. N.A. Canada., the holding company for EVRAZ’s Canadian operations,
includes EVRAZ Materials Recycling, Inc. and General Scrap Partnership. EVRAZ Inc. NA Canada is also a joint
venture partner in EVRAZ Wasco Pipe Protection Corporation.
Production facilities
ENA is a leading North American producer of engineered steel products for the rail, energy, industrial and
construction end markets, and the largest producer by volume in the North American rail market and in the North
American LD Pipe market according to Evraz’s estimates. ENA also holds leading positions in the Western Canada
OCTG, small-diameter line pipe, and West Coast plate markets. EVRAZ North America’s operations comprise six
production sites strategically located close to key markets in the Western United States and Western Canada.
Collectively, these facilities have an effective annual capacity of approximately 3.3 million metric tonnes of finished
steel products. ENA also processes scrap in several Canadian provinces and in Colorado and North Dakota, which,
collectively, provide approximately a third of the scrap used in its steelmaking operations.
The following table sets forth the share of ENA’s three operating segments Long Division, Tubular Division
and Flat Division production of steel products in the total production for the periods indicated:
Evraz believes that the Long Division, based in Pueblo, Colorado, is the largest domestic United States
producer of premium rail and the only rail producer in the Western United States. The Long Division also produces
seamless OCTG, wire rod, coiled rebar, operates a trading company for the import of rail wheels and beams into
North America, and operates scrap collection and processing facilities in Colorado.
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Evraz believes that the Tubular Division is the largest North American producer of LD Pipe, which is used in
oil and gas transmission. Evraz believes that development of oil sands and shale formations of oil and gas in
Western Canada and the United States will lead to significant near-term investments in infrastructure, including new
pipelines, in order to access key energy markets. The Tubular Division is also the largest OCTG producer in
Western Canada according to Evraz’s estimates, where ENA operates the only OCTG heat treat line in the region.
This gives the ability to produce heat treated pipe typically required in the demanding non-conventional drilling
applications used in shale and oil sands exploration. The Tubular Division of ENA has sites in three regions:
Saskatchewan, Alberta and Oregon. In Regina, Saskatchewan, the site consists of two EAFs and a slab caster that
feeds a mill that primarily rolls slab into coiled plate used in its pipe facilities. At this site, ENA also operates four
HSAW LD Pipe mills and two straight-seam ERW mills. In Alberta, ENA operates sites in Calgary, Red Deer and
Camrose with a total of three straight-seam ERW pipe mills, three API and two premium threading lines, a heat treat
facility and one LSAW LD Pipe mill. In Portland, Oregon, ENA operates two HSAW LD Pipe mills. The Tubular
Division also operates scrap collection and processing facilities across Western Canada.
The Flat Division, based in Portland, Oregon, is a re-roller of slab that is the only plate mill on the West
Coast. The proximity to deep water ports allows Evraz to cost-effectively source slabs from foreign suppliers. At
this site, ENA also operates a plate quench and tempering facility. The Flat Division also has a 60% ownership on
Oregon Feralloy Partners (“OFP”), a joint venture that operates a temper mill and cut-to-length line (“CTL”)
within the confines of the Portland, Oregon site. Up until 2015, the Flat Division also operated a hollow structural
shapes mill. The assets of this hollow structural shapes mill and the associated coil and tube inventories were sold
on 5 March 2015 and generated proceeds of approximately U.S.$51 million in cash, net of transaction costs.
Production
The following table sets forth ENA’s production of steel products in the periods indicated:
Sales
ENA sells goods primarily within North America and targets a diverse customer base located primarily west
of the Mississippi River and in Western Canada.
The following table shows ENA’s segment sales volumes (to third parties and inter-segment sales) of its
principal steel products for the years ended 31 December 2016, 2015 and 2014:
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Flat-rolled products .............................. 536 32% 570 26% 617 23%
Commodity plate ..................................... 335 20% 348 16% 392 15%
Speciality plate ........................................ 75 5% 105 5% 108 4%
Other flat products .................................. 126 8% 118 5% 117 4%
Tubular products .................................. 534 32% 814 37% 1,046 40%
Large-diameter line pipe ......................... 305 18% 363 16% 344 12%
ERW pipe and casing .............................. 146 9% 299 13% 303 12%
Seamless pipe .......................................... 11 1% 37 2% 122 5%
Casing & tubing ...................................... 71 4% 115 5% 278 11%
Semi-finished products ......................... – – – – 2 –
Pipe blanks .............................................. – – – – 2 –
Total ....................................................... 1,672 100% 2,222 100% 2,610 100%
Inter-segment sales ................................ – – –
Note:
(1) For the period in which Evraz acquired a particular subsidiary, data concerning such subsidiary is provided for the period following its acquisition
by Evraz; for the period in which Evraz disposed or deconsolidated a particular subsidiary, data concerning such subsidiary is provided for the
period till such disposal (deconsolidation) by Evraz.
Railway Sector
The North American rail market is, Evraz believes, a long-term attractive market with good fundamentals.
Track maintenance by Class I freight railroads accounts for the majority of demand. Rail maintenance requires
Class I railways, such as Burlington Northern Santa Fe and Union Pacific, to regularly order new rail.
ENA produces a comprehensive portfolio of premium rails to optimise life-cycle costs across different track
conditions. ENA is the only North American rail manufacturer in the Western United States, and one of only three
rail manufacturers in North America. Rails are manufactured predominantly in six AREMA section sizes (ranging
from 115 lb. per yard to 141 lb. per yard), primarily in 80-foot lengths.
According to Evraz’s own estimates, ENA is the largest North American producer of rail by volume with
approximately 28% of the market in 2016.
The largest Class I railway customers for Evraz’s rails in the period under review were Burlington Northern
Santa Fe and Canadian National Railway. Evraz also has an established presence in the Canadian, Mexican and
Brazilian rail markets and also sold to distributors such as Progress Rail and L.B. Foster Company. Rails are also
sold directly to rail contractors, transit districts, distributors and short-line railroads.
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the other major North American producers according to Evraz’s own estimates. ENA manufactures LD Pipe to a
variety of specifications and in sizes ranging from 26’ to 60’ in outside diameter and in lengths of up to 80 feet.
ENA also offer customers several options, which include internal linings and external coatings. The LD Pipe
produced at ENA’s sites is used primarily in pressurised underground or underwater oil and gas transmission
pipelines.
ENA sells LD Pipe products directly to end users. Customers of LD Pipe products include Enbridge,
TransCanada and Kinder Morgan. Primary competitors in the LD Pipe market include Berg and Welspun Corp.
In the period under review, substantially all of ENA’s OCTG products were sold to distributors who resell
these products for use in oil and gas exploration and production. Distributors of OCTG products include Hallmark
Tubulars, Alberta Tubular Products and SB Navitas. Primary competitors in the OCTG market include Tenaris,
Vallourec, U.S. Steel and import suppliers.
Scrap is obtained from multiple suppliers: Evraz’s own recycling operations, by re-processing scrap created
by Evraz’s mills from its production facilities, and by purchasing from third parties. Internal supply of scrap in 2016
accounted for 42% of the total purchased scrap volumes as compared to 41% in 2015 and 37% in 2014.
Billets are produced at the Pueblo, Colorado site through an EAF and billet caster or purchased from third
parties. Billets are used in the rail, wire rod and seamless mills at this site. ENA produced substantially all of the
billets used at the Pueblo site in the period under review.
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Coil for tubular operations historically has been primarily obtained internally, accounting for substantially all
of the total coil needs in the period under review, and externally from companies including Blue Scope, Nucor and
Essar, each of whom Evraz considered to be a competitor of ENA in the North American market.
Pig iron and ferroalloys are obtained from a variety of external suppliers.
ENA relies on third parties for the supply of energy resources consumed in Evraz’s steelmaking activities
and has no long-term obligations under any electricity supply agreements.
Logistics
Coal
The coal segment includes coal mining and enrichment operations of Evraz. Evraz produces coking coal at
Yuzhkuzbassugol, at Raspadskaya and at Mezhegey in Russia. In order to achieve operational synergies since 2015
Yuzhkuzbassugol and Raspadskaya are managed on a combined basis. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations – Revenue – Coal Segment”. The segment also includes
operations of Nakhodka Trade Sea Port as it is used to a significant extent for shipping of the products of the coal
segment to the Asian markets.
Yuzhkuzbassugol
Yuzhkuzbassugol is a coking coal producer and is located in Novokuznetsk in the Kemerevo region. Evraz
believes that Yuzhkuzbassugol was the largest coking coal producer in Russia in 2016. Yuzhkuzbassugol currently
operates five coking coal mines and two coal washing plants. Yuzhkuzbassugol has licences for all of its mines.
Production
In 2016, Yuzhkuzbassugol mined 11,182 thousand tonnes of coking coal as compared to 10,295 thousand
tonnes in 2015 and 11,187 thousand tonnes in 2014. In 2016, Yuzhkuzbassugol produced 6,221 thousand tonnes of
coking coal concentrate compared to 5,482 thousand tonnes in 2015 and 6,042 thousand tonnes in 2014.
In 2014, coking coal represented 97% of Yuzhkuzbassugol’s total coal mined, with the remaining production
being steam coal. Since the second half of 2014, Yuzhkuzbassugol ceased steam coal mining and extracted only
coking coal.
Raspadskaya
Raspadskaya is a coking coal producer located in Mezhdurechensk district of the Kemerevo region.
Raspadskaya currently comprises two underground mines in operation (the Raspadskaya Mine and the
Raspadskaya-Koksovaya Mine), an open-pit mine (the Raspadsky Open pit) and a coal-enrichment plant, as well as
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a coal transportation network and a number of integrated infrastructure companies. Evraz believes that Raspadskaya
was the second largest coking coal producer in Russia in 2016 that produces several different types of coking coal,
and has significant reserves of coking coal in Russia.
Raspadskaya became a consolidated subsidiary of Evraz in October 2015 due to the acquisition of an
additional 41% indirect equity interest in Raspadskaya, from EVRAZ plc, Evraz’s parent company.
Production
In 2016, Raspadskaya mined 10,512 thousand tonnes of coking coal, as compared to 10,352 thousand tonnes
in 2015 and 10,223 thousand tonnes in 2014. In 2016, Raspadskaya produced 6,271 thousand tonnes of coking coal
concentrate compared to 6,426 thousand tonnes of coking coal concentrate in 2015 and 5,916 thousand tonnes of
coking coal concentrate in 2014. See “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Revenue - Coal Segment”.
Raspadskaya Mine was successfully restored from methane gas explosions which occurred in 2010 and since
2014 total production volumes of Raspadskaya returned to pre-accident production volumes of more than 10,000
thousand tonnes per year of mined coking coal.
Mezhegey
On 25 April 2016, EVRAZ Greenfield Development S.A., then a direct subsidiary of EVRAZ plc, sold its
60% indirect interest in Mezhegey project to Evraz. Mezhegey is a greenfield coal project in the Tyva region of
Russia. Evraz won a tender to develop the Mezhegey coal deposit back in 2010. In 2016 Mezhegey commenced
room and pillar mining. The surface infrastructure was commissioned in December 2015. The project has a target
annual designed capacity for 2017 for room and pillar mining of 1.0 million tonnes per annum.
In 2016, Mezheheyugol mined 563 thousand tonnes of coking coal, as compared to 242 thousand tonnes in
2015 and 51 thousand tonnes in 2014.
EVRAZ NMTP
EVRAZ NMTP (Nakhodka Trade Sea Port) is one of the largest stevedoring companies in the Far East of
Russia. The port is located on the Eastern section of Peter the Great Gulf, in Nakhodka Bay. The port is connected
to all points of the Eurasian continent and the Trans-Siberian Railway, assisting in both directions in the flow of
goods between Asia and Europe. The port has a daily capacity to unload up to 500 rail wagons containing various
cargoes. In 2015, EVRAZ NMTP finished a programme to expand the warehouse capacity at the port resulting in an
increase of the port’s warehouse premises to 300,000 square metres. The Nakhodka Trade Sea Port was founded on
17 June 1947. Today, it is one of the oldest and largest enterprises in the city, employing more than 1,450 people. In
2001, the Nakhodka Trade Sea Port became part of Evraz. Currently, Evraz is assessing all strategic options in
respect of EVRAZ NMTP
EVRAZ NMTP has 15 bulk berths and one auxiliary berth for the port’s own fleet with a total berth length of
3.5 kilometres. All berths are universal and can receive ships with drafts of up to 10.9 metres, with lengths of up to
200 metres, and with widths of up to 32 metres. Today, the port has the ability to moor 15 vessels simultaneously,
and can handle more than 400 large ships annually.
The company’s technical equipment includes dozens of port cranes of up to 40 tonnes in size, bridge cranes,
crane-trucks and loaders of various capacities. The port’s “Hercules-2” Floating Crane allows it to handle cargos of
up to 300 tonnes and carry up to 900 tonnes, making the Nakhodka Commercial Sea Port the only one in the Far
East with such capacity.
In 2016, the port handled 10.1 million tonnes of cargo as compared to 9.2 million tonnes of cargo in 2015
and 9.3 million tonnes of cargo in 2014.
Sales
Evraz uses coking coal produced at its coal facilities for both of its own steelmaking operations as well as for
sales to third parties on both local and international markets. Coking coal concentrate is generally a commodity
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product, local customers usually make purchases on the basis of a price, which excludes transportation costs, and
most export customers make purchases on the basis of price, including transportation costs.
The following table summarises Evraz’s Coal segment sales volume for the period under review:
(thousands of tonnes)
Note:
(1) The sales volumes herein were restated in the same manner as the Audited Consolidated Financial Statements were restated for the sales of
Raspadskaya, which became a consolidated subsidiary of Evraz in 2015 and the sales of Mezhegey, which became a consolidated subsidiary of
Evraz in 2016.
Evraz sells coal products predominantly to customers in Russia and other CIS countries, mainly Ukraine.
These markets are highly attractive in terms of prices and logistics. Currently Evraz’s customer portfolio includes
most of the largest metallurgical holdings in Russia and Ukraine and the Company continues its efforts to increase
the customer base and enhance sales. In 2016 the total volume of coal products shipped to customers located in
Russia and other CIS countries, including shipments to Evraz companies amounted to 39% of total coal shipments
compared to 37% in 2015 and 40% in 2014.
The remaining part is supplied to export destinations. The main export destinations are premium Asia-Pacific
regions. Shipments for premium markets, such as Japan and South Korea are done under the long-term contracts. In
China shipments are mainly on the spot basis, which gives flexibility to vary the volume of sales depending on the
profitability of these shipments (depend on the global coal prices, as well as on the Rouble's exchange rate), and the
existence of open-pit mining also allows the flexibility to adjust the production volume accordingly. In 2016 the
total volume of coal products shipped to customers located in the non-CIS export destinations amounted to 24% of
total coal shipments, including shipments to Evraz companies compared to 25% in 2015 and 21% in 2014.
Logistics
Evraz exports its coal products primarily through EVRAZ Nakhodka Trade Sea Port in the volume of
approximately 3.5 million tonnes per annum. Another gateway for Evraz’s exports is Novorossiysk Trade Sea Port
with the volume of approximately 0.2 million tonnes per annum. The transportation railway costs and port handling
costs are included in the sales price.
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Other operations segment
Other operations segment includes various non-core auxiliary businesses, such as energy-generating
companies, shipping and railway transportation companies.
Other operations comprises such companies as Metallenergofinance (“MEF”) which supplies electricity to
Evraz’s steel and mining operations and to third parties, Evraztrans Ukraina, a transportation company in Ukraine,
as well as some other companies that operate in businesses which are auxiliary to Evraz’s main operations.
Investment Programme
In 2016, 2015 and 2014, Evraz spent U.S.$428 million, U.S.$428 million and U.S.$654 million on capital
expenditure, respectively. Evraz’s current expected capital expenditure for 2017 is approximately U.S.$550 million;
however, actual capital expenditure for 2017 will depend on (and may be greater or less than the expected figure as
a result of) a number of factors including those identified under “Risk Factors – Risks Relating to Evraz’s Business
and Industry – Steel production and mining and vanadium operations are capital intensive, and Evraz may not be
able to fund its capital expenditures as planned, or achieve its strategic targets”.
In recent years, Evraz has finalised its large investment programme, which focused on the modernisation of
its Russian steel production facilities. In particular, Evraz completed rail mill modernisation project and rebuilt
billet caster at EVRAZ ZSMK, introduced PCI technology at EVRAZ NTMK and EVRAZ ZSMK facilities. Evraz
has completed construction and put in operation a rolling mill at EVRAZ Caspian Steel, Kazakhstan. Evraz has also
completed large projects for its coal and iron ore assets, in particular, the commissioning of the Yerunakovskaya
VIII coking coal mine at Yuzhkuzbassugol and transformation of Sheregesh iron ore mine at Evrazruda.
Evraz’s reserves are based on drilling and geological data, and represent the part of the mineral resources
that could be legally and economically extracted or produced at the time of the reserve estimation. Russian subsoil
licences are issued for defined boundaries and for specific periods. However, under the Subsoil Law, licences are
required to be extended by the relevant authorities at their scheduled termination at the initiative of the subsoil user
if the extension is necessary to finish production in the field, provided that the licensee has not violated the
conditions of the license. As Evraz currently plans to extend its licences at their scheduled termination and believes
that it will be entitled to do so, its reserves are stated based on the maximum projected useful lives of the relevant
fields. However, there can be no assurance that Evraz will be able to extend its licences, or that its licences will not
be withdrawn prior to their scheduled expiration. See “Risk Factors — Risks Relating to Evraz’s Business and
Industry — Evraz’s licences may be suspended, amended or terminated prior to the end of their terms or may not be
renewed”.
Evraz has calculated its Internal Reserves Data by making certain adjustments to the JORC Code compliant
information presented in the 2013 Reserves Report. First, Evraz has subtracted from that reserves data, for both iron
and coal at each mine, the amount of iron and coal extracted since 1 July 2013. Second, Evraz has reviewed the
economic models for each mine set out in the 2013 Reserves Report; analysed the various inputs and assumptions
made in each of those models, such as such as the anticipated demand for raw materials from steelmakers and
factors that impact the price of steel products; identified any inputs or assumptions that are currently inaccurate or
have changed since 1 July 2013 and updated them; and finally recalculated the models. The most recent calculation
of the Internal Reserves Data was as of 31 December 2016. Reserves data calculated in this manner is not compliant
with the JORC Code and if an independent third party were commissioned to produce a JORC Code compliant
report as of 31 December 2016 or a subsequent date, there could be no guarantee that it would not have material
variances from the Internal Reserves Data set out in this Prospectus. See “Risk Factors — Risks Relating to Evraz’s
Business and Industry — Estimates of Evraz’s mining reserves are subject to uncertainties”.
Evraz holds a total of 37 exploration and production licences with respect to its iron ore and coking coal
mining operations in Russia, two licences in Ukraine and one in South Africa, which expire between 2017 and
2038.
Iron ore
The following table summarises Evraz’s iron ore reserves in accordance with the JORC Code valued by IMC
as of 1 July 2013. Iron ore and coal reserves estimates set out below have been extracted without material
adjustment from the 2013 Reserves Report.
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JORC Code
In accordance with Evraz’s Internal Reserves Data as of 31 December 2016 total proved and probable iron
ore reserves of Evrazruda amounted to 68,905 thousand tonnes, total proved and probable iron ore reserves of
EVRAZ KGOK amounted to 8,019,758 thousand tonnes and total proved and probable iron ore reserves of Sukha
Balka amounted to 68,371 thousand tonnes.
Coal
The following table summarises Evraz’s coal reserves in accordance with the JORC Code valued by IMC as
of 1 July 2013. Coal reserves estimates set out below have been extracted without material adjustment from the
2013 Reserves Report.
JORC Code
In accordance with Evraz’s Internal Reserves Data as of 31 December 2016 total proved and probable coal
reserves of Yuzhkuzbassugol amounted to 425,545 thousand tonnes and total proved and probable coal reserves of
Raspadskaya amounted to 1,322,433 thousand tonnes.
Insurance
Evraz has obtained insurance for its non-Russian and non-CIS production facilities that it believes covers
property risks at industry standard levels. EVRAZ North America, EVRAZ Stratcor and EVRAZ Vametco are
covered against property damage and business interruption risks under a Property Master Policy obtained from FM
Global effective as of 1 July 2016 for the duration of one year.
Evraz has obtained insurance for its Russian steel mills ZSMK and NTMK and iron ore mining and
processing plant KGOK that it believes covers property damage and business interruption risks at industry standard
level. Following customary industry practice, Evraz does not insure its coal mining assets, as such insurance is very
limited in values and coverage, very expensive and not available for certain risks.
Evraz has obtained an umbrella liability master policy for its non-Russian and non-CIS production facilities
that it believes covers general liability and product liability at industry standard level.
Most of Evraz’s insurance policies are, on balance, insured and reinsured with underwriters possessing an A-
class rating.
Evraz maintains obligatory insurance required by local laws and employees’ insurance policies required by
the terms of collective bargaining agreements at all of its facilities. Employees’ insurance generally includes
medical insurance and accident insurance, and generally excludes life insurance. Evraz also self-insures production
facilities in Ukraine and risks relating to its mining assets, and does not formally provision for these risks.
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Evraz determines its insurance coverage levels annually, and employs an independent assessor to determine
possible maximum losses.
Evraz supports the health and environmental goals of Regulation (EC) No. 1907/2006 of the European
Parliament and of the Council, a European Union regulation concerning the Registration, Evaluation, Authorisation
& Restriction of Chemicals (“REACH”). Evraz’s goal is to ensure continued compliance with REACH
requirements
With health and safety being a key priority, the Company targets achieving zero fatalities and serious
incidents and attempts to consistently reduce its lost time injury frequency rate (“LTIFR”), a metric representing
the number of lost time injuries that occurred over a period of time per one million hours worked in that period.
Regrettably, the Company recorded 6 employee, but zero contractor, fatalities in 2016, which was a decrease
compared to 10 employee and three contractor fatalities in 2015 and 12 employee and seven contractor fatalities in
2014. To date in 2017, the Company has recorded one contractor fatality. During 2016, the LTIFR increased by 8%
against the data recorded for 2015 and 2014, up to 2.36 from 2.18 in 2015 and 1.6 in 2014.
To achieve its health and safety targets, Evraz operates a series of safety programmes for its employees,
including a health and safety management system that helps management to predict the actions of employees in
non-standard and dangerous situations and to make the correct management decisions. Evraz also conducts safety
audits and behavioural safety training, providing employees with a clear, accessible way to learn the main safety
rules and requirements.
Since 2008, in line with Evraz’s commitment to safeguarding the health and safety of its employees and
contractors, Evraz has received OHSAS 18001 certification of some of its facilities, including, for example,
EVRAZ ZSMK and EVRAZ NTMK. However, Evraz does not seek every relevant certification for all of its
facilities, preferring to target the improvement of its safety management system across all operations.
Evraz operates in an industry that gives rise to environmental risks and its activities are highly regulated by
environmental laws. Evraz’s environmental strategy is to seek to minimise the negative impact of its operations and
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to use natural resources efficiently, while seeking optimal solutions for industrial waste management. Compliance
with environmental standards is one of the major long-term targets of Evraz.
In 2012, Evraz voluntarily adopted a five-year environmental plan aimed at reducing air emissions by 5%,
decreasing fresh water consumption by 15% and recycling 100% of non-mining waste. By the end of 2016, Evraz
had met the targets set for water consumption, which was reduced by 17% from the level recorded in 2011, and
recycling, with 120% of waste being recycled (exceeding the 100% target by recycling prior periods’ waste). At the
end of 2016, however, Evraz had yet to fulfil the target for air emissions, registering a 19% increase since 2011. The
main drivers of the rise are an increase in sulphur content in the coal and ore used at EVRAZ ZSMK’s power and
sinter plants, which has resulted in higher SOx emissions, and higher NOx emissions at EVRAZ KGOK due to an
increase of production.
Evraz recognises the importance of abating climate change and supports the global effort to reduce
greenhouse gas (“GHG”) emissions into the atmosphere. Since 2011, Evraz has participated in the Carbon
Disclosure Project (“CDP”). In fulfilment of the requirements of the Companies Act 2006 (Strategic and Directors’
Report) Regulations 2013, Evraz discloses GHG emissions from facilities under its control in its annual report.
Total GHG emissions decreased by 5% in 2016 compared with the previous year.
Evraz’s non-compliance-related environmental levies and fines amounted to US$2.0 million in 2016 and
2015 and U.S.$2.5 million in 2014. No significant environmental permits or licences were missing or revoked
during this period.
In addition, Evraz has committed to various environmental protection programmes for the periods from 2016
to 2022. In 2016, the costs of implementing these programmes for Evraz amounted to U.S.$12 million and as of 31
December 2016 further costs of implementing these programmes were estimated at U.S.$119 million. For additional
information, please see Note 30 to the 2016 Consolidated Financial Statements].
In May 2000, pursuant to a request from the Oregon Department of Environmental Quality, EVRAZ North
America began an investigation of whether, and to what extent, past or present operations at its Portland mill might
have contaminated sediments in the Willamette River, which was eventually listed by the U.S. Environmental
Protection Agency (the “EPA”) as the Portland Harbor Superfund Site under the U.S. Comprehensive
Environmental Response, Compensation and Liability Act in December 2000. Pursuant to the findings of that
investigation, EVRAZ North America agreed to implement storm water control measures and to stabilise the
riverbank to reduce erosion of soil into the river. Construction of the riverbank cap and associated habitat is
complete. Certain storm water controls have been implemented and are compliant with current facility stormwater
permits, but additional water treatment may be required pursuant to the more rigorous Portland Harbor Superfund
Site stormwater screening requirements. In regards to the in-river sediment issue, EVRAZ North America has been
identified by the EPA as a potentially responsible party (“PRP”) for the cost of investigation and clean-up, as well
as natural resource damages. A number of other parties were also named as PRPs for this site. On 6 January 2017,
the EPA issued a Record of Decision (“ROD”) regarding the clean-up plan for the Portland Harbor Superfund Site.
The ROD calls for a combination of dredging, capping and natural recovery of various contaminated sections of the
river. Prior to the commencement of any clean-up, and the incurrence of costs by any PRPs, the ROD will require
additional testing, the finalisation of the clean-up design and a determination of EVRAZ North America’s, and other
named PRPs’, proportionate share of responsibility as a named PRP. Based upon currently available information,
EVRAZ North America estimates, based on analysis provided to it by third-party environmental assessment
consultants, that its remedial costs as a result of any actions that would be required by the ROD will fall within a
range for which it has adequately reserved. In addition, EVRAZ North America is currently negotiating with its
insurance providers regarding potential coverage of its remedial costs.
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Research and development
Evraz regularly seeks to improve the operations at its facilities, principally by improving operating
efficiency, reliability and capacity. Most of such efforts constitute incremental improvements to current activities
and, as a result, are undertaken in connection with regular operational maintenance and monitoring. Where
appropriate, Evraz seeks to register any rights to intellectual property that may result from these efforts. Evraz does
not believe that its research and development activities have a material impact on its results or operations.
Employees
Employee relations
There have been no material strikes, work slowdowns or other cases of material industrial action at Evraz’s
Russian production facilities since 2007, when Evraz experienced a slowdown in its steel production on one of its
metallurgical plants due to industrial action relating to wage negotiations. Evraz offers attractive employment
opportunities, including above-average salaries in the respective regions where its subsidiaries operate. Evraz’s
management maintains a good working relationship with the trade unions.
At the end of December 2016, approximately 68% of employees at EVRAZ North America were unionised.
In South Africa, at the end of December 2016, approximately 66% of EVRAZ Vametco’s employees belonged to a
trade union.
As of 31 December 2016, the number of unionised employees in Ukraine ranged from 60% of all employees
of EVRAZ Sukha Balka to substantially all employees of Yuzkoks. Almost every Evraz production facility outside
Russia enters into collective bargaining arrangements with its trade unions. The frequency of negotiations varies
from country to country. In Ukraine, collective bargaining arrangements are renegotiated on a semi-annual basis and
in North America, the common approach is to negotiate collective bargaining arrangements for at least two years
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but contracts can cover longer periods in the range of three to five years. In South Africa, collective bargaining
arrangements were negotiated into a multiple year agreement for 2016 to 2018
There have been no material strikes or other cases of industrial action at Evraz’s production facilities outside
Russia since Evraz acquired each of these facilities.
Employee benefits
The total liability recognised in the statement of financial position relating to Evraz’s pension, retirement and
similar benefits to its employees as of 31 December 2016 was U.S.$317 million as compared to U.S.$301 million as
of 31 December 2015 and U.S.$364 million as of 31 December 2014.
Evraz involves independent qualified actuaries in the measurement of its employee benefit obligations.
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RELATED PARTY TRANSACTIONS
For a discussion of related party transactions, see Note 16 to the 2016 Consolidated Financial Statements of
the Issuer.
For the purposes of this Prospectus, related parties include associates and joint venture partners, key
management personnel and other entities that are under the control or significant influence of the key management
personnel, Evraz’s ultimate parent or its shareholders. In considering each possible related party relationship,
attention is directed to the substance of the relationship, not merely the legal form.
The following table sets forth amounts owed by/to related parties at 31 December:
(U.S.$ millions)
Loans ........................................................................
Timir .................................................................... 7 5 4 – – –
Settlements with parent ..........................................
Consideration to EVRAZ plc for the transfer of – 32 491
interests in subsidiaries (1) .......................................
Loans.................................................................... 277 – –
Other balances ...................................................... – – 1 5 4 –
Less: non-current portion ..................................... (274) – – –
Trade balances ...................................................
Vtorresource-Pererabotka .................................... 1 1 11 39 10 5
Yuzhny GOK ....................................................... – – 37 185 129 96
Other entities ............................................................. – – 3 2 4 7
11 6 56 231 179 599
Less: allowance for doubtful accounts ...................... – – (2) – – –
Total ......................................................................... 11 6 54 231 179 599
Note:
(1) Please see Note 4 to the 2016 Consolidated Financial Statements of the Issuer.
In 2016 and 2014, Evraz did not recognise any expense or income in relation to bad and doubtful debts of
related parties. In 2015, a U.S.$2 million reversal of bad and doubtful debts allowance was recognised in the
consolidated statement of operations.
The following table sets forth transactions with related parties were as follows for the years ended
31 December:
(U.S.$ million)
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Total ............................................... 32 37 63 396 394 677
(U.S.$ millions)
Evraz plc 6.31% U.S.$ 18/03/2021 – 200 9 (6) – 203
Evraz plc 3.75% U.S.$ 01/06/2018 – 100 1 (33) – 68
Evraz plc 3.13% U.S.$ 31/05/2018 – 6 – – – 6
Timir 0.5% 26/12/2016 5 1 – – 1 7
5 307 10 (39) 1 284
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PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the ownership of the Issuer according to the
Issuer’s share register and information provided by EVRAZ plc as of the date of this Prospectus:
Based upon the Issuer’s share register and information provided by EVRAZ plc, the Issuer is wholly owned
by EVRAZ plc.
As of the date of this Prospectus, the major asset of EVRAZ plc, other than its shares in Evraz, is represented
by a 51% equity interest in ZAO GMK Timir.
EVRAZ plc is under no obligation to provide funds to Evraz or its subsidiaries under the terms of the Notes
or otherwise.
Note:
The direct major shareholder in EVRAZ plc is Lanebrook Ltd., a limited liability company incorporated
under the laws of Cyprus (the “Major Shareholder”), which as of the date of this Prospectus directly owns 63.79%
of EVRAZ plc issued ordinary share capital. The Major Shareholder is controlled by Mr. Abramovich, Mr.
Abramov, Mr. Frolov and Mr. Shvidler. As such, Mr. Abramovich, Mr. Abramov, Mr. Frolov and Mr. Shvidler
indirectly control EVRAZ plc by way of their respective shareholdings in the Major Shareholder.
To the extent known to the Issuer, there are no arrangements the operation of which may result in a change of
control of the Issuer or EVRAZ plc.
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For a description of the measures in place to ensure that control is not abused, see “Directors and Management—
Corporate Governance” and “Principal Shareholders—Major Shareholder of EVRAZ plc and Relationship
Agreement”.
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DIRECTORS AND MANAGEMENT
The business address of the Issuer’s Board of directors is at the registered office of the Issuer.
Alexander Gehrke, born 1967 (Director)
Alexander Gehrke was elected to the Board of Directors of the Issuer on 15 May 2012. Mr. Gehrke also
holds a managerial position at Dorwood S.A. and serves a member of the Board of Managers of Templewood S.a r.l.
and the Board of Directors of Evraz Greenfield Development S.A. He previously served as a managing director of
Demag Investments S.à r.l., a board member of Corber Enterprises S.à r.l., Mastercroft S.a r.l., Evraz Greenfield
Development S.A. and held various positions at Avega S.à r.l. and KKR PEI SICAR S.à r.l. Mr. Gehrke has a degree
in Business Administration from the University of Mannheim, Germany, in 1994 and holds a doctor’s degree from
the same University from 2002.
Giacomo Baizini, born 1970 (Director)
Giacomo Baizini was elected to the Board of Directors of the Issuer on 1 April 2014. Mr. Baizini has
extensive managerial and board experience. He serves on the boards of Evraz Group companies such as East Metals
AG, East Metals Shipping AG, Evraz Inc. NA, Strategic Minerals Corporation, Palmrose BV and Unicroft Limited.
He previously served as CFO of Evraz and a member of the Board of Directors of direct and indirect Issuer’s
subsidiaries. Mr. Baizini also serves on boards of Apex Asset Ltd, Apex Development Ltd, Apex Hotel Ltd, Apex
Power Ltd, Apex Telecom Ltd, Apex Transportation Management, Apex Waste Disposal Ltd, Apex Water Ltd,
Blackcomb Asset Ltd, Calabogie Asset Ltd, Crispian Ltd, Dorwood SA, Jasper Development Company Ltd,
Kinosoo Ridge General Partners Ltd, Kinosoo Ridge LP, Nitehawk Ltd, Rabbit Hill Assets Ltd, Silver Star
Interocean Ltd, Starbold Limited, Sun Peaks Assets Ltd, Sun Peaks General, Partners Ltd, Whispering Pines Assets
Ltd and Whispering Pines General Partners Ltd. He holds a degree in Physics from University of Oxford, England,
UK, from 1992.
Andrey Golovnin, born 1985 (Director)
Andrey Golovnin was co-opted to the Board of Directors of the Issuer on 8 November 2016. Mr. Golovnin
also serves as a Corporate Finance Director at Evraz since 2014.He joined Evraz in 2008, between 2010 and 2014
he worked in Capital markets team of EvrazHolding. Mr. Golovnin received a bachelor’s degree in economics and a
master’s degree in management from the Lomonosov Moscow State University in 2006 and 2008, respectively.
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Karl Gruber 1952 Independent Non-Executive Director
Alexander Izosimov 1964 Independent Non-Executive Director
Deborah Gudgeon 1960 Independent Non-Executive Director
Sir Michael Peat 1949 Senior Independent Non-Executive Director
The business address of EVRAZ plc’s Board of Directors is 5th Floor, 6 St. Andrew Street, London EC4A
3AE, United Kingdom.
Non-Executive Chairman
Alexander Abramov, born 1959 (Non-Executive Chairman)
Alexander Abramov was elected Chairman of the Board of Directors of EVRAZ plc on 14 October 2011. He
has served in similar roles with Evraz or its predecessors since founding EvrazMetall, the predecessor of Evraz, in
1992, and was a member of the Original Shareholder Group. Until 1 January 2006, he served as both Chairman of
the Board of Directors and Chief Executive Officer (CEO) of Evraz; he continued to serve as Chairman of the
Board until 1 May 2006. From May 2006, Mr Abramov was a non-executive Director until his re-appointment as
Chairman of the Board of Directors on 1 December 2008. Mr. Abramov previously worked at the Institute of High
Temperatures of the USSR Academy of Sciences. Mr. Abramov graduated from the Moscow Institute of Physics
and Technology with a first-class honours degree in 1982, and he holds a Ph.D. in Physics and Mathematics. Mr.
Abramov is a Bureau member of the Russian Union of Industrialists and Entrepreneurs (an independent non-
governmental organisation), a member of the Board of Skolkovo Institute for Science and Technology and a
member of the Board of Moscow University of Physics and Technology. Mr. Abramov is currently a member of the
EVRAZ plc Nominations Committee. Mr. Abramov has, as at the date of this Prospectus, an indirect beneficial
interest in approximately 21.38% of the outstanding shares of EVRAZ plc.
Executive Director
Alexander Frolov, born 1964 (Chief Executive Officer)
Alexander Frolov has been a member of the Board of Directors of Evraz since 2005 and was appointed CEO
with effect from 18 January 2007. Mr. Frolov was elected CEO of EVRAZ plc on 14 October 2011. Mr. Frolov
joined the Original Shareholder Group in 1994, and subsequently held various positions at EvrazMetall and Evraz.
Mr. Frolov served as Evraz’s Chief Financial Officer from 2002 to 2004 and as Senior Executive Vice President
from 2004 to April 2006, responsible for the functions of strategy and business development, finance, corporate
affairs and communications, business processes, human resources, legal affairs and information technology. From
May 2006 until December 2008, Mr. Frolov served as Chairman of the Board of Directors of Evraz. Prior to joining
Evraz, Mr. Frolov worked as a research fellow at the I.V. Kurchatov Institute of Atomic Energy. Mr. Frolov
graduated from the Moscow Institute of Physics and Technology with a first-class honours degree in 1987, and he
received a Ph.D. in Physics and Mathematics in 1991 from the Moscow Institute of Physics and Technology. Mr.
Frolov is currently a member of the EVRAZ plc Health, Safety and Environmental Committee. Mr. Frolov has, as at
the date of this Prospectus, an indirect beneficial interest in approximately 10.68% of the outstanding shares of
EVRAZ plc.
Non-Executive Directors
Eugene Shvidler, born 1964 (Non-Executive Director)
Eugene Shvidler was appointed to the Board of EVRAZ plc on 14 October 2011. Eugene Shvidler has been a
member of the Board of Directors of Evraz since August 2006. He currently serves as Chairman of Millhouse LLC
and Highland Gold Mining Ltd. Mr. Shvidler served as Senior Vice President of Sibneft from 1995 to 1998 and as
President of Sibneft from 1998 to 2005. Mr. Shvidler is a graduate of the I. M. Gubkin Moscow Institute of Oil and
Gas with a speciality in applied mathematics and received an MBA in Finance and an M.S. in International Tax
from Fordham University in 1992. He is also on the Board of AFC Energy plc. Mr. Shvidler is currently a member
of the EVRAZ plc Nominations Committee. Mr. Shvidler has, as at the date of this Prospectus, an indirect beneficial
interest in approximately 3.09% of the outstanding shares of EVRAZ plc.
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Eugene Tenenbaum, born 1964 (Non-Executive Director)
Eugene Tenenbaum was appointed to the Board of EVRAZ plc on 14 October 2011. Mr. Tenenbaum has
been a member of the Board of Directors of Evraz since August 2006. Mr. Tenenbaum is currently Managing
Director of MHC (Services) Ltd and serves on the Board of Chelsea FC Plc. He served as head of corporate finance
for Sibneft in Moscow from 1998 to 2001. Mr. Tenenbaum joined Salomon Brothers in 1994 as director for
corporate finance where he worked until 1998. Prior to that, he spent five years in corporate finance with KPMG in
Toronto, Moscow and London, including three years (1990-1993) as National Director at KPMG International in
Moscow. Mr. Tenenbaum was an accountant in the business advisory group at Price Waterhouse in Toronto from
1987 until 1989. Mr. Tenenbaum is a chartered accountant and holds a bachelor’s degree in Commerce and Finance
from the University of Toronto.
Karl Gruber, born 1952 (Independent Non-Executive Director)
Karl Gruber was appointed to the Board of EVRAZ plc on 14 October 2011. Karl Gruber has been a Member
of the Board of Directors of Evraz Group SA (Independent) since May 2010. Mr. Gruber has extensive experience
in the international metallurgical mill business. Mr. Gruber held various management positions, including eight
years as a member of the Managing Board of VOEST-Alpine Industrieanlagenbau (VAI), first as executive vice
president of VAI and then as vice chairman of the Managing Board of Siemens VAI. He also served as chairman on
the boards of Metals Technologies (MT) Germany and MT Italy. Mr. Gruber graduated from Technical High School
in Steyr, Austria in 1973 with a diploma in mechanical engineering. Mr. Gruber is currently Chairman of the
EVRAZ plc Health, Safety and Environment Committee and a member of the EVRAZ plc Audit and Nominations
Committees.
Alexander Izosimov has been a Member of the Board of Directors since 28 February 2012. Alexander
Izosimov has extensive managerial and board experience. From 2003 to 2011, he was president and CEO of
VimpelCom, a leading emerging market telecommunications operator. From 1996 to 2003, he held various
managerial positions at Mars Inc and was regional president for CIS, Central Europe and Nordics, and a member of
the executive board. Prior to his position at Mars Inc., Mr. Izosimov was a consultant with McKinsey & Co.
(Stockholm, London) (1991-1996) and was involved in numerous projects in the transportation, mining,
manufacturing and oil businesses. Until recently, Mr. Izosimov served on the boards of MTG AB, LM Ericsson AB
and Transcom SA. He also previously served as director and chairman of the GSMA (Global association of mobile
operators) board of directors, and was a director of Baltika Breweries, confectionery company Sladko, and
information technology company Teleopti AB. Mr. Izosimov graduated from the Moscow Aviation Institute and
holds an MBA from INSEAD. Mr. Izosimov is the Chairman of the EVRAZ plc Remuneration Committee and a
member of the EVRAZ plc Audit and Nominations Committees. Mr. Izosimov has, as at the date of this Prospectus,
an indirect beneficial interest in approximately 0.01% of the outstanding shares of EVRAZ plc.
Deborah Gudgeon, born 1960 (Independent Non-Executive Director)
Deborah Gudgeon was appointed to the Board of EVRAZ plc in May 2015. Ms. Gudgeon started her career
in 1983 as an accountant with Coopers and Lybrand and in 1987 became a senior accountant for Salomon Brothers
International. Ms. Gudgeon is a chartered accountant. From 1987 to 1995 Ms. Gudgeon served as a Finance
executive at Lonrho PLC and was appointed a member of the Finance Committee in March 1993. From 1995 to
1998 Ms. Gudgeon served as a director for Halstead Services Limited and from 1998 to 2003 she served as a
director of Deloitte, specialising in corporate finance. From 2003 to 2009 Ms. Gudgeon served as a founder director
of the Special Situations Advisory team for BDO LLP, providing integrated advice on corporate finance,
restructuring, debt and performance improvement. Since 2011, Ms. Gudgeon served as managing director of
Gazelle Corporate Finance Limited. Ms. Gudgeon is currently Chairman of the Audit Committee and a member of
the Remuneration Committee of EVRAZ plc.
Sir Michael Peat, born 1949 (Senior Independent Non-Executive Director)
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Sir Michael Peat was appointed to the Board of EVRAZ plc on 14 October 2011. Sir Michael Peat is a
qualified chartered accountant with over 40 years’ experience. He served as Principal Private Secretary to The
Prince of Wales from 2002 until 2011. Prior to this, he spent nine years as the Royal Household’s Director of
Finance and Property Services and then Treasurer to The Queen and Keeper of the Privy Purse. Sir Michael Peat
was at KPMG from 1972, and became a partner in 1985. He was responsible for a 1986 study into the management
of the Royal Household, and left KPMG in 1993 to devote himself to the public roles. Sir Michael Peat is an
independent non-executive on the Board of Deloitte LLP, a director of CQS Management Limited and a partner in
CQS (UK) LLP, chairman of GEMS MENASA Holdings Limited, a non-executive director of Arbuthnot Latham
Limited, a non-executive director of M&C Saatchi plc, a director of Architekton Limited, chairman of the
Regeneration Group Limited and chairman of the Advisory Board of BellAziz Holdings Limited. He is a Fellow of
the Institute of Chartered Accountants in England and Wales, and holds an MBA from INSEAD and a degree from
the University of Oxford. Sir Michael is Chairman of the EVRAZ plc Nominations Committee and is a member of
the EVRAZ plc Remuneration Committee.
Senior Management
The Senior Management of Evraz comprises, in addition to the Directors listed above, the following persons:
Mr. Ivanov joined Evraz in 2002 and was appointed to his current role in November 2015. Mr. Ivanov
previously served as: Vice president, Head of Steel Division from 2011 to 2015; Head of the Siberia Division from
2009 until 2011; Senior Deputy CFO (responsible for supervising Controlling and Treasury functions) from 2008
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to 2009; and Director of Controlling from 2002 to 2008. He has been a member of the Chartered Institute of
Management Accountants since 2004. Mr. Ivanov graduated from INSEAD in 2002 and holds a finance degree
from the Financial Academy of the Government of Russia. In 2008 Mr Ivanov received a diploma in Human
Resources from the Australian Professional Association.
Leonid Kachur, born 1961 (Senior Vice President, Business Support and Interregional Relations)
Mr. Kachur joined Evraz in 1993 and as Vice President for Business Support and Interregional Relations, is
responsible for safety and security issues since 2000. From 1995 to 2000, Mr. Kachur was Chief Executive of
Interlock, responsible for security matters with Evraz and from 1993 to 1995 he served as Deputy Chief
Executive at EvrazMetall, a predecessor of Evraz. Mr. Kachur graduated from the Moscow State Industrial
University with a degree in engineering.
Alexander Kuznetsov, born 1978 (Vice President, Corporate Strategy and Performance Management)
Mr. Kuznetsov joined Evraz in 2002 and was appointed Vice President for Strategic Development and
Operational Planning in July 2009. In 2016, he was appointed Vice President of Corporate Strategy and
Performance Management. His responsibilities include strategic development, operational planning, M&A
transactions and financial valuation of business and investment projects. Mr. Kuznetsov previously served as:
Director of Strategic Planning and Investment Analysis from 2008 to 2009; Head of the Financial Analysis and
Valuation Department from 2006 to 2008; and as Manager of the Capital Markets and International Investments
Department, from 2002 to 2006. Mr. Kuznetsov graduated from the Moscow Institute of Physics and
Technology with a first-class honours degree in applied mathematics and physics in 2001. He also received a
master’s degree in economics from the New Economic School in Moscow in 2002.
Mr. Natrusov joined Evraz in 2011 as Vice President of Information Technologies. Prior to joining
Evraz, Mr. Natrusov held a number of positions managing information technology for: Eldorado, the consumer
electronics and household appliance retailer, from 2008 to 2011; for Allianz ROSNO from 2006 to 2008; and for
Nestle Russia from 1998 to 2006. Mr. Natrusov has more than 16 years of experience in information technologies,
including operational management and management of complex projects SAP and Oracle Applications. Mr.
Natrusov graduated with honours from Moscow Institute of Electronic Technology in 1994 and received an
MBA degree from University of Southern California in 1998.
Ilya Shirokobrod, born 1972 (Vice President, Sales)
Mr. Shirokobrod joined Evraz in 2010 and was appointed Vice President, Sales, in November 2014. Prior to
it, he was Vice President and Head of the Railway Products Division since April 2012. Mr. Shirokobrod previously
served as: Vice President for Sales from 2011 to 2012; and as Managing Director of OOO Trading Company
EvrazHolding from 2010 to 2012. Prior to joining Evraz, between 2005 and 2010, Mr. Shirokobrod held various
positions in Centravis Limited, Melitta Russland and Tetra Pak. From 1999 to 2005, he served as Commercial
Director (Russian and Central Asia) and Chief Executive of Alcoa CIS. Mr. Shirokobrod graduated with honours
from Saint-Petersburg State Technical University in 1995 with a degree in engineering physics and holds a Master
of Sciences (engineering) degree. He received an Executive MBA from Stockholm School of Economics in 2005.
Michael Shuble, born 1970 (Vice President, Health, Safety and Environment)
Mr. Shuble was appointed Vice President, Health, Safety and Environment for Evraz in January 2013. He
joined Evraz in May 2011 as Director, Safety – Flat Products Group, EVRAZ North America and was promoted to
Vice President, Health, Safety and Environment for EVRAZ North America in June 2012. Prior to joining Evraz,
Mr. Shuble was a Department Manager, Health and Safety at ArcelorMittal Steel Indiana Harbour and he previously
spent over 15 years with U.S. Steel. Mr. Shuble holds a bachelor’s degree in safety sciences from Indiana University
of Pennsylvania.
Sergey Stepanov, born 1977 (Vice President, Head of the Coal Division)
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Mr. Stepanov joined Evraz as Vice President, Head of the Coal Division in November 2012. Prior to his
appointment he served as Chief Operating Officer for Nordgold (previously a subsidiary of Severstal) and for
Vorkutaugol and held senior positions in Severstal-resource and SUAL-holding. Mr. Stepanov has an experience of
working in Ukraine at the position of the director of coal’s mining and treatment in DTEK. From 2003-2005, he
worked as a consultant in the Boston Consulting Group. Mr. Stepanov received a bachelor’s degree in economics,
with honours, and a master’s degree in finance, with honours, from the Lomonosov Moscow State University.
Nikolay Ivanov, born 1972 (Chief Financial Officer)
Mr. Ivanov joined EVRAZ in November 2016. In his capacity Mr. Ivanov is responsible for leading the
financial unit, as well as supervision over the key supporting functions including Legal, Investor Relations and IT.
Prior to joining EVRAZ, Mr. Ivanov served as an Executive President, CFO at VimpelCom since 2013. Previously
he held various positions at TNK-BP including the First Deputy Executive Vice President for exploration and
production, having spent over 10 years with the company. Mr. Ivanov graduated from the Financial Academy of the
Government of the Russian Federation with a degree in finance and credit, as well as Northeastern University,
Missouri, USA, and the Truman University, USA, with a degree in accounting. As at the date of this Prospectus Mr.
Ivanov had no beneficial interest of EVRAZ plc.
Maksim Andriasov, born in 1974 (Vice President, Head of the Urals Division)
Mr. Andriasov joined Evraz in November 2015. Prior to his appointment as Vice President, Head of the Urals
Division, he had held various managerial positions in OJSC Tyumen Oil Company, OJSC Sidanko, and TNK-BP.
Starting from 2012, Mr Andriasov worked in PJSC ANK Bashneft, as Head of regional sales and later as first Vice
President, processing and sales. Maksim graduated from the State Gubkin Oil and Gas Academy, majoring in
mining engineering. In 2012, he completed the INSEAD programme “Building a global company”.
Denis Novozhenov, born in 1974 (Vice President, Head of the Ukraine Division)
Denis Novozhenov has been with Evraz since 1996. He started as an economist at EVRAZ NTMK,
subsequently holding a number of managerial positions at EVRAZ VGOK, Evrazruda and Yuzhkuzbassugol. In
2011, he was appointed General Director of the Steel Mill in Smolensk region. Denis graduated from the Urals State
Technical University, majoring in engineering and economics. He earned his MBA from the SYNERGIYA institute
for economics and finance.
Vsevolod Sementsov, born in 1971 (Vice President, Corporate Communications)
Mr. Sementsov joined Evraz as Vice President for Corporate Communications in June 2013. Prior to Evraz,
Mr. Sementsov served as a Director of Public Relations at JSFC Sistema for more than five years. In 2001-2008, he
was PR manager of Intel Corporation in Russia and CIS. In 1999-2011, Mr. Sementsov worked as a creative editor
of the Beeline World Monthly Magazine. In 1992-1999, he served as Senior Reporter at several publications such as
Interfax-AiF, Business World and Moscow News weeklies. Mr. Sementsov graduated from the Moscow
Engineering Physics Institute with а degree in Technical Physics.
Sergey Vasiliev, born in 1967 (Vice President, Compliance with Business Procedures and Asset Protection)
Mr. Vasiliev was appointed Vice President for Compliance with Business Procedures and Asset Protection in
July 2015. Lieutenant-General of Police, Sergey Vasiliev held a number of managerial positions in the Ministry of
Internal Affairs of the Russian Federation from 1988 to 2015. He graduated from the Ural Law Institute and the
Russian Academy of Public Service under the President of the Russian Federation.
Corporate Governance
The Board of Directors of EVRAZ plc consists of the Non-Executive Chairman, one Executive Director
and six Non-Executive Directors.
EVRAZ plc regards all of its Non-Executive Directors other than Alexander Abramov, Eugene Shvidler
and Eugene Tenenbaum as independent Non-Executive Directors within the meaning of “independent” as defined in
the UK Corporate Governance Code and free from any business or other relationship which could materially
interfere with the exercise of their independent judgement.
The Directors support high standards of corporate governance. As at the date of this Prospectus, the Board
will include four independent Non-Executive Directors, meaning that at least half of the members of the Board
(excluding the Chairman) will be independent Non-Executive Directors in compliance with the UK Corporate
Governance Code. EVRAZ plc regards this as an appropriate board structure.
The Directors have established an audit committee, a remuneration committee, a nominations committee
and a health, safety and environment committee.
Audit committee
The audit committee is chaired by Deborah Gudgeon and its other members are Karl Gruber and
Alexander Izosimov. The audit committee meets not less than four times a year and has responsibility for, among
other things, monitoring the integrity of Evraz’s financial statements and reviewing Evraz’s financial and
accounting policies and practices. It oversees Evraz’s relationship with its external auditors and review the
effectiveness of the external audit process. The committee gives due consideration to laws and regulations including
the provisions of the UK Corporate Governance Code, the requirements of the Listing Rules, the Prospectus Rules
and the Disclosure and Transparency Rules and any other applicable rules, as appropriate. It also has
responsibility for reviewing the effectiveness of Evraz’s system of internal controls and risk management
systems. The ultimate responsibility for reviewing and approving the interim and annual financial statements
remains with the Directors. The Directors consider that Deborah Gudgeon has recent and relevant financial
experience. Further details are set out in her biography under the heading “—Board of Directors of EVRAZ plc”.
Remuneration committee
The remuneration committee is chaired by Alexander Izosimov and its other members are Deborah Gudgeon
and Sir Michael Peat. The remuneration committee meets not less than once a year and has responsibility for
making recommendations to the Board, including: (i) on Evraz’s policy on the remuneration of the Chairman, the
Chief Executive Officer and Senior Management; and (ii) within the agreed terms of reference and remuneration
policy and in consultation with the Chairman and/or Chief Executive Officer, as appropriate, on the resulting total
individual remuneration package of the Chairman of the Board, the Chief Executive Officer and senior
management, including pension rights and any compensation payments. The remuneration committee also ensures
compliance with the UK Corporate Governance Code in this respect.
Nominations committee
The nominations committee is chaired by Sir Michael Peat and its other members are Alexander Abramov,
Alexander Izosimov, Karl Gruber and Eugene Shvidler. The nominations committee meets not less than once a year
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and has responsibility for making recommendations to the Board on the composition of the Board and its
committees and on retirements and appointments of additional and replacement Directors and ensuring compliance
with the UK Corporate Governance Code.
Conflicts of interest
Mr. Alexander Abramov is the Chairman of EVRAZ plc and Mr. Alexander Frolov is the CEO. Mr. Shvidler,
Mr. Abramov, Mr. Tenenbaum and Mr. Frolov have been appointed to the Board of Directors of EVRAZ plc by the
Major Shareholder pursuant to the terms of the relationship agreement. Mr. Shvidler, Mr. Abramov and Mr. Frolov,
in addition to being directors of EVRAZ plc, have an interest in, or are otherwise affiliated to, the Major
Shareholder. Should EVRAZ plc contemplate entering into any agreement or arrangement with the Major
Shareholder, there is a potential for there to be a conflict of interest between: (i) each of Mr. Shvidler, Mr. Abramov
and Mr. Frolov and their respective private interests and/or other duties; and (ii) any duty each of them owe to
EVRAZ plc as directors. As a listed company on the premium segment of the Official List of the Financial Services
Authority, EVRAZ plc is required to comply with the UK Listing Rules relating to related party transactions.
Through the operation of its Articles of Association and compliance with the Companies Act 2006, should an actual
conflict of interest arise in respect of any director of EVRAZ plc, that director may be restricted from voting on any
matter in which he is interested.
Save as disclosed in the paragraph immediately preceding this sentence, no other conflicts of interest
exist between the private interests of the Directors or Members of Senior Management and their duties to EVRAZ
plc or Evraz Group S.A.
Management of subsidiaries
In order to achieve integrated control over the activities of its Russian operating facilities, Evraz established
EvrazHolding LLC (“EvrazHolding”) as the centralised management company.
Evraz’s subsidiaries, EVRAZ ZSMK, EVRAZ NTMK, EVRAZ Nakhodka Trade Sea Port, Evrazruda,
EVRAZ KGOK, TC EvrazHolding, EVRAZ Vanady-Tula and OOO “TH EvrazHolding”, have each appointed
EvrazHolding as their management company. The management contracts are extended and renewed from time to
time, and transfers all executive powers of the sole executive body of the above, named companies in accordance
with their respective Charters. EvrazHolding acts as the sole executive body of each of the companies that it
manages, which responsibilities include entering into transactions on behalf of each company (within the limits
provided for in the legislation), operating its bank accounts (provided that management of each of the companies it
manages signs the relevant payment instructions) and representing it before various state and judicial agencies.
Management is exercised by an officer of EvrazHolding acting under a power of attorney. Payments received
by EvrazHolding are applied fully against its operating expenses and reflected fully in the appropriate line item of
Evraz’s Audited Consolidated Financial Statements.
The Board of Directors of EVRAZ plc determines the strategies to be employed by Evraz, and
EvrazHolding, in turn, implements these strategies with respect to each company that it manages, subject to
approval by the boards of directors of such companies. Decisions by EvrazHolding are subject to the corporate
governance procedures that have been adopted by the Board of Directors, as discussed above. EvrazHolding has
established standard procedures for the companies it manages, including procedures related to budgeting, the
approval of investments and capital expenditures and management information systems.
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Remuneration of Directors and Management
The aggregate amount of remuneration paid for qualifying services to the EVRAZ plc’s non-executive
directors as a group during the year ended 31 December 2016 was U.S.$2,433 thousand. The aggregate amount of
remuneration accrued by Evraz in respect of its payments to its key management personnel (27 individuals in 2016,
39 individuals in 2015 and 44 individuals in 2014), including directors of the Issuer, vice presidents and top
managers of major subsidiaries, as a group during the year ended 31 December 2016 was approximately U.S.$31
million, U.S.$36 million in 2015 and U.S.$66 million in 2014 in salary, bonuses, social security taxes, share-based
payments, termination benefits and other. There are no potential conflicts of interest between any duties to EVRAZ
plc and the private interests and/or other duties of any of EVRAZ plc’s directors, executive officers or senior
managers.
Certain members of the Board of Directors and of senior management have beneficial interests in shares of
EVRAZ plc (see “Principal Shareholders”).
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THE ISSUER
Set out below is a summary of certain information concerning the Issuer, including provisions of the articles
of association of the Issuer, as amended (the “Articles”). This information is not exhaustive and reference should be
made to the Articles and to the laws of Luxembourg.
General
The Issuer was incorporated under the laws of the Grand Duchy of Luxembourg on 31 December 2004 as a
public limited liability company (société anonyme) governed by the Luxembourg law of 10 August 1915 on
commercial companies, as amended, for an unlimited period. Copies of its constitutional documents were filed for
the first time with the Luxembourg Register of Trade and Companies of Luxembourg on 26 January 2005 and were
published in the Mémorial C Recueil des Sociétés et Associations, No. 440, dated 12 May 2005. The registered
office of the Issuer is located at, 13, avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg, and its
telephone number is +352 267 343. The Issuer is registered with the Register of Trade and Companies of
Luxembourg under number B105.615. Since the Issuer’s incorporation, the Articles have been amended several
times by general meetings of the Issuer’s shareholders with the last amendments made on 21 October 2015.
Objects
The Issuer generally may engage in any business or activity which, in the judgement of the Board of
Directors, is profitable or enhances the value of the Issuer’s undertakings in any of its properties or assets and which
is consistent with the objects as set forth in Article 4 of the Articles.
“The company shall have as its business purpose the holding of participations, in any form whatsoever, in
Luxembourg and foreign companies, the acquisition by purchase, subscription, or in any other manner as well as the
transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and other securities of any kind, entering
into leases, including financial leases, dealing in commodities that are not securities, acquisition of assets generally,
selling assets generally, giving security, giving and receiving indemnities and security.
The company may participate in the establishment and development of any financial, industrial or
commercial enterprises, including the trusts and unincorporated associations, and may render any assistance by way
of loans, guarantees, security or otherwise to subsidiaries, affiliated companies or parent companies. The company
may borrow in any form and proceed to the issuance of bonds.
The company may carry on any business or activity whatsoever which may seem to the Board of Directors
capable of being advantageously carried on in connection or in conjunction with or as ancillary to any of the
foregoing or activities which the Board of Directors may consider expedient with a view to rendering profitable or
enhancing directly or indirectly the value of the company’s undertaking or any of its properties or assets.
In general, it may take any controlling and supervisory measures and carry out any operation which it may
deem useful in the accomplishment and development of its purpose.”
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TERMS AND CONDITIONS OF THE NOTES
The U.S.$750,000,000 5.375% Notes due 2023 (the “Notes”, which expression shall in these Conditions, unless the
context otherwise requires, include any further notes issued pursuant to Condition 16 (Further Issues) and forming a single
series with the Notes) of Evraz Group S.A. (the “Issuer”) are constituted by a Trust Deed dated on or about 20 March
2017 as may be amended or supplemented from time to time in accordance with the terms thereof (the “Trust Deed”)
made between the Issuer, and BNY Mellon Corporate Trustee Services Limited (the “Trustee”, which expression shall
include its successor(s)) as trustee for the holders of the Notes (the “Noteholders”)).
The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and
definitions in the Trust Deed. Copies of the Trust Deed and the Paying Agency Agreement dated on or about 20 March
2017 (the “Agency Agreement”) made between the Issuer, The Bank of New York Mellon, London Branch as Principal
Paying Agent (the “Principal Paying Agent”) and the Transfer Agent (the “Transfer Agent”), The Bank of New York
Mellon (Luxembourg) S.A. as Registrar (the “Registrar”), The Bank of New York Mellon, New York Branch as the
U.S. Paying Agent (and together with the Principal Paying Agent, the “Paying Agents”) and the Trustee are available
for inspection during normal business hours at the registered office for the time being of the Trustee, being at the Issue
Date at BNY Mellon Corporate Trustee Services Limited, One Canada Square, London E14 5AL, United Kingdom and at
the specified office of each of the Paying Agents. The Noteholders are entitled to the benefit of, and are bound by, the
Trust Deed and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable
to them. Capitalised terms not defined in these Conditions shall have the meanings given to them in the Trust Deed.
The Conditions are modified by certain provisions contained in the Global Note Certificates. See “Summary of Provisions
Relating to the Notes while in Global Form”.
Except in the limited circumstances described in the Global Note Certificates, owners of interests in Notes represented
by the Global Note Certificates will not be entitled to receive physical delivery of Individual Certificates in definitive form
in respect of their individual holdings of Notes. The Notes are not issuable in bearer form.
Title
Title to the Notes passes only by transfer and registration in the Register (as defined in Condition 3.1 (Transfer of
Notes—The Register)). The holder of any Note will (except as otherwise required by law or as ordered by a court of
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competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any
notice of ownership, trust or any interest in it or the theft or loss of, the Individual Certificate (if any) issued in respect of it
or anything written on it or on the relevant Individual Certificate) and no person will be liable for so treating the holder. In
these Conditions, “Noteholder” and (in relation to a Note) “holder” mean the person in whose name a Note is registered in
the Register.
The Notes a r e direct, unconditional and unsecured obligations of the Issuer and (subject as provided above) rank and
will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated
obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable
laws relating to creditors’ rights.
3. TRANSFER OF NOTES
The Register
The Registrar will maintain a register (the “Register”) in respect of the Notes in accordance with the provisions of the
Agency Agreement. Each Noteholder shall be entitled to receive only one Individual Certificate in respect of its entire
holding.
Transfers
Subject to the terms of the Agency Agreement and to Conditions 3.5 (Closed Periods) and 3.6 (Regulations), a Note
may be transferred by delivering the Individual Certificate issued in respect of it, with the form of transfer on the back
duly completed and signed, to the specified office of the Registrar or the Transfer Agent. No transfer of a Note will be
valid unless and until entered on the Register.
Upon the transfer, exchange or replacement of a Rule 144A Note, the Transfer Agent will only deliver Individual
Certificates with respect to Rule 144A Notes that bear the Securities Act Legend if there is delivered to the Transfer
Agent such satisfactory evidence, which may include an opinion of legal counsel, as may be reasonably required by
the Transfer Agent, that neither the Securities Act Legend nor the restrictions on transfer set forth therein are
required to ensure compliance with the provisions of the United States Securities Act of 1933, as amended.
Transfers of interests in the Notes evidenced by the Global Note Certificates will be effected in accordance with the Agency
Agreement and the rules of the relevant clearing systems.
Transfers of Notes are also subject to the restrictions described under “Subscription and Sale” below.
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In this Condition 3, “business day” means a day (other than a Saturday or a Sunday) on which banks are open for
business in the city in which the specified office of the Registrar and the Transfer Agent to which the Individual
Certificate in respect of the Notes to be transferred or relevant form of transfer is delivered is situated.
Closed periods
No Noteholder may require the transfer of a Note to be registered during the period of 15 days ending on (and including)
the due date for any payment of principal of that Note or seven days ending on (and including) any Interest Record Date
(as defined in Condition 6.1 (Principal and Interest)).
Regulations
All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfer of
Notes exhibited in the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval
of the Trustee and the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar to any
Noteholder upon request.
(a) substantially all of the issued share capital of the Issuer is owned directly or indirectly by the Parent;
(b) the Parent has no assets other than (i) cash, cash equivalents (including marketable securities) and
investments in the Issuer and the Issuer’s Subsidiaries (including shareholdings in, loans and advances to
and dividends and lease payments receivable from, the Issuer or its Subsidiaries) and (ii) other assets with a
book value not to exceed 10% of the Parent’s total consolidated assets;
(c) the Parent’s consolidated Indebtedness, other than Indebtedness that (i) is guaranteed by the Issuer or any
Subsidiary of the Issuer, (ii) is Indebtedness of the Issuer or any Subsidiary of the Issuer or (iii) otherwise
appears on the Issuer’s consolidated balance sheet, does not exceed 10% of the Parent’s total consolidated
Indebtedness;
(d) the most recent consolidated financial statements of the Parent are prepared in accordance with IFRS
consistently applied in substantially the same manner as applied to the most recent consolidated financial
statements of the Issuer;
(e) immediately after giving effect to the Designation (and treating any Liens on any property or assets of the
Parent as having been incurred by Holdco at the time of the Designation), no Potential Event of Default or
Event of Default shall be continuing and a certificate as provided for in Clause 12(g) of the Trust Deed is
delivered to the Trustee;
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(f) as at the Designation Date, either (i) Parent would have been able to incur at least U.S.$1.00 of
additional Indebtedness pursuant to Condition 4.2(a) after giving pro forma effect to the Designation or (ii)
the Leverage Ratio of Parent would be no worse after giving pro forma effect to the Designation than that
of the Issuer;
(g) the Issuer delivers to the Trustee an opinion of counsel or of a tax adviser in a form and substance
reasonably satisfactory to the Trustee, to the effect that the Noteholders in each of the Relevant
Jurisdictions will not recognise income, gain or loss for tax purposes as a result of the Designation and that
the Parent, were the Parent Guarantee called, would not be required to pay any additional amounts as
provided or referred to in Condition 8 (Taxation) in circumstances other than where the payment of such
amounts would otherwise be required by applicable law as at the Issue Date; and
(h) the Issuer delivers to the Trustee such legal opinion(s) that the Trustee may require as to the validity and
enforceability of the Parent Guarantee, each in a form reasonably acceptable to the Trustee.
Substitution of Issuer
The Issuer (for the purposes of this Condition 3.8, the “Original Issuer”) may, without the consent of the Noteholders,
elect, by notice in accordance with Condition 13 (Notices), that with immediate effect, the Parent be designated as Issuer
(the Parent in such capacity for the purposes of this Condition 3.8, the “New Issuer”) for the purposes of these
Conditions, the Notes, the Trust Deed and the Agency Agreement (the “Issuer Substitution”). The Trustee and the
Paying Agents shall enter into a deed supplemental to the Trust Deed and an agreement supplemental to the Agency
Agreement, respectively, with the Original Issuer and the New Issuer in order to give effect to the Issuer Substitution,
provided that:
(a) either:
(i) the Original Issuer shall fully and unconditionally guarantee (the “Original Issuer Guarantee”)
the obligations of the New Issuer and any Subsidiary Guarantor (if any) under the Notes and the
Trust Deed and all amounts due under or in connection therewith in a form reasonably satisfactory
to the Trustee pursuant to which the obligations of the Original Issuer constitute direct,
unconditional and unsecured obligations ranking at least equally with all other outstanding
unsecured and unsubordinated obligations of the Original Issuer, present and future; or
(ii) immediately after the Issuer Substitution Date or any date on which an election is made
pursuant to the last paragraph of this Condition, Aggregate Subsidiary Indebtedness (where for
the purposes of such definition and for the avoidance of doubt, “Holdco” shall mean the Parent)
does not exceed the Subsidiary Indebtedness Threshold after giving pro forma effect to the Issuer
Substitution and any other similar and simultaneous obligor substitution relating to any other
Indebtedness of the Group;
(b) the Directors of the New Issuer certify to the Trustee that:
(i) immediately after the Issuer Substitution Date, in connection with an Issuer Substitution
pursuant to Condition 3.8(a)(ii), substantially all of the issued share capital of the Original
Issuer is owned directly or indirectly by the New Issuer;
(ii) the most recent consolidated financial statements of the New Issuer are prepared in accordance
with IFRS consistently applied in substantially the same manner as applied to the most recent
consolidated financial statements of the Original Issuer;
(iii) immediately after giving effect to the Issuer Substitution (and treating any Liens on any
property or assets of the New Issuer as having been incurred by Holdco at the time of the
Issuer Substitution), no Potential Event of Default or Event of Default shall be continuing; and
(iv) as at the Issuer Substitution Date, (i) the New Issuer would have been able to incur at least
U.S.$1.00 of additional Indebtedness pursuant to Condition 4.2(a) (Financial Covenants) after
giving pro forma effect to the Issuer Substitution or (ii) the Leverage Ratio of the New Issuer
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would be no worse after giving pro forma effect to the Issuer Substitution than that of the Original
Issuer;
(c) the Original Issuer delivers to the Trustee such legal opinion(s) as the Trustee may require as to the
validity and enforceability of the Original Issuer Guarantee (in the case where Condition (a)(i) above
applies only); and
(d) the Original Issuer delivers to the Trustee an opinion of counsel and/or of a tax adviser as requested and in a
form and substance reasonably satisfactory to the Trustee, to the effect that the Noteholders in the
jurisdictions of the Original Issuer and the New Issuer will not recognise income, gain or loss for tax
purposes as a result of the Issuer Substitution and that the Original Issuer, were the Original Issuer
Guarantee called, would not be required to pay any additional amounts as provided or referred to in
Condition 8 in circumstances other than where the payment of such amounts would otherwise be required
by applicable law as at the Issue Date.
The date on which the Issuer Substitution takes effect shall be the “Issuer Substitution Date”.
If an Issuer Substitution has been effected in reliance upon Condition 3.8(a)(i) and at any later date the requirements of
Condition 3.8(a)(ii) can be satisfied, the New Issuer may, at its option, elect, by notice in accordance with Condition
13, with immediate effect, to deem the basis of the Issuer Substitution to have been pursuant to Condition 3.8(a)(ii) and
two Directors of the New Issuer shall certify the same to the Trustee. The Trustee shall be entitled to rely on the
certificate as sufficient evidence of the satisfaction of the requirements of Condition 3.8(a)(ii) in which event it will be
conclusive and binding on the Noteholders. The Trustee shall, at the request and cost of the New Issuer, enter into such
documents as are reasonably necessary to release the Original Issuer Guarantee. The date of any such election by the
New Issuer shall constitute a new Issuer Substitution Date for the purposes of the definition of Rating Downgrade.
4. COVENANTS
For so long as any Note remains outstanding (as defined in the Trust Deed) Holdco and (to the extent
applicable) any Obligor undertakes to comply with each of the following covenants:
Limitation on Liens
Holdco will not, and will not permit any of the Obligor(s), directly or indirectly, to create, incur, assume or suffer to
exist any Lien (the “Initial Lien”), other than a Permitted Lien, on any of its property or assets, now owned or hereafter
acquired, or any revenues, income or profits therefrom, securing any Indebtedness unless, at the same time or prior
thereto, the liability of the Issuer or Guarantor(s) (if any), as the case may be, under the Notes and the Trust Deed or, as
the case may be, under any Deed of Guarantee (if any) (a) is secured equally and rateably therewith to the satisfaction
of the Trustee or (b) has the benefit of such other security or other arrangement as the Trustee in its absolute discretion
shall deem to be not materially less beneficial to the Noteholders or (c) as shall be approved by an Extraordinary
Resolution (as defined in the Trust Deed).
Any Lien created for the benefit of the Noteholders pursuant to the preceding paragraph shall provide by its terms that
such Lien shall be automatically and unconditionally released and discharged upon (i) the release and discharge of the
Initial Lien or (ii) the full, final and irrevocable payment of all amounts payable by the Issuer and the Guarantor(s) (if
any) under the Notes, these Conditions, the Trust Deed and the Deeds of Guarantee(s) (if any).
Financial Covenants
(a) Except as provided in Conditions 4.2(b) and 4.2(c), Holdco shall not, and shall not permit any of its
Subsidiaries to, incur any Indebtedness, except that if (i) no Potential Event of Default nor Event of
Default as defined in Condition 10.1 (Events of Default) shall have occurred and be continuing at the
time, or would occur as a consequence, of the incurrence of such Indebtedness (provided that for the
purposes of this Condition 4.2 no Potential Event of Default with respect to an Event of Default falling
within Condition 10.1(c)(i) (Events of Default) shall be deemed to have occurred unless and until the expiry
of the period of 30 days referred to therein) and (ii) the Leverage Ratio is 3.5:1 or lower:
(i) the Issuer, the Guarantor(s) (if any) or a Finance Subsidiary may incur Indebtedness;
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(ii) any Subsidiary of Holdco (other than the Issuer, the Guarantor(s) or a Finance Subsidiary) may
incur Indebtedness if Aggregate Subsidiary Indebtedness does not exceed the Subsidiary
Indebtedness Threshold; and
(iii) a Subsidiary of Holdco may incur Indebtedness (the “Subsidiary Indebtedness”) if, within 90
days after such incurrence, such Subsidiary fully and unconditionally guarantees (each, a
“Subsidiary Guarantee” and collectively the “Subsidiary Guarantee(s)”, and each such
Subsidiary of Holdco, a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”)
and together with the Parent following the Designation pursuant to Condition 3.7 (Designation
of Parent as Holdco), or together with the Original Issuer, if the Original Issuer Guarantee is
applicable following the Issuer Substitution pursuant to Condition 3.8(a)(i) (Substitution of Issuer)
the “Guarantors”)) the obligations of the Issuer and each other Guarantor under the Notes and
the Trust Deed and all amounts due under or in connection therewith in a deed supplemental to
the Trust Deed the form of which must be satisfactory to the Trustee (each a “Subsidiary Deed of
Guarantee”) pursuant to which the obligations of the Subsidiary Guarantor constitute direct,
unconditional and unsecured obligations of the Subsidiary Guarantor ranking at least pari passu
with the Subsidiary Indebtedness.
(b) Condition 4.2(a) shall not, however, prohibit the incurrence by Holdco or any Subsidiary of Holdco of
Acquired Indebtedness, provided that after giving pro forma effect to such acquisition or other
transaction, (i) Holdco would have been able to incur at least U.S.$1.00 of additional Indebtedness
pursuant to Condition 4.2(a) or (ii) the Leverage Ratio would be less than it was immediately prior to
giving effect to such acquisition or other transaction.
(c) At any time when the Leverage Ratio is greater than 3.5:1, Holdco and its Subsidiaries may only
incur additional Indebtedness if it is permitted under Condition 4.2(b) or if it is Permitted Indebtedness.
(b) such transaction or series of related transactions has been approved by a majority of the Disinterested
Directors of the Relevant Board or in the event there is only one Disinterested Director of the Relevant
Board, by such Disinterested Director,
Asset Sales
Holdco will not, and will not permit any of its Material Subsidiaries and any Subsidiary Guarantor(s) (if any) to,
consummate any Asset Sale, unless the proceeds received by Holdco or such Material Subsidiary or Subsidiary
Guarantor, as the case may be, are at least equal to the Fair Market Value of the assets sold or disposed of and an
amount equal to such proceeds (less any costs incurred in relation to such Asset Sale) (“Disposal Proceeds”) is:
(a) applied to repay permanently any Consolidated Indebtedness (other than Indebtedness subordinated to the
Notes and/or the Guarantee(s) (if any));
(b) invested in assets of a nature or type that is used or usable in the ordinary course of business of Holdco or
any of its Subsidiaries, being the Core or Related Business;
(c) retained as cash deposited with a bank or invested in Cash Equivalents; and/or
(d) applied to finance the acquisition, merger, reorganisation or other combination of a business of the
Group with the business of a Person whose business is similar to the Core or Related Business,
in each case within 360 days of the date when such proceeds are received; provided that if the Disposal Proceeds are applied
pursuant to paragraph (c), Holdco, such Material Subsidiary, or any such Subsidiary Guarantor(s) (if any) as the case may
be, shall apply or invest the Disposal Proceeds on or prior to the date falling 540 days after the date when such proceeds are
received either to (i) repay permanently any Consolidated Indebtedness (other than Indebtedness subordinated to the
Notes and/or the Guarantee(s) (if any)), (ii) invest in assets of a nature or type that is used or usable in the ordinary
course of business of Holdco or any of its Subsidiaries, being the Core or Related Business or (iii) applied to finance the
acquisition, merger, reorganisation or other combination of a business of the Group with the business of a Person whose
business is similar to the Core or Related Business.
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substantially all of its property and assets to any Person or (C) permit any Person to merge with or
into the Issuer or the Guarantor(s) (if any); and
(ii) in the case of any of the Material Subsidiaries of Holdco (other than the Issuer or the Subsidiary
Guarantor(s) (if any), (A) enter into any reorganisation (by way of a merger, accession, division,
separation, transformation or other basis or procedure for reorganisation contemplated or as
may be contemplated from time to time by the relevant applicable legislation) or (B) sell,
convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets.
(c) Condition 4.5(a) shall not apply to (i) any transactions between any of the Subsidiaries of Holdco (other
than the Obligor(s) (if any)) that do not involve any Person that is not a Subsidiary of Holdco; or (ii) any
transaction in which any Subsidiary of Holdco consolidates with, merges into or transfers all or part of its
assets to Holdco or an Obligor.
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Maintenance of Authorisations
(a) Holdco shall, and shall procure that each of its Material Subsidiaries shall, take all necessary action to
obtain and do or cause to be done all things necessary, in the opinion of Holdco or the relevant Material
Subsidiary, to ensure the continuance of its corporate existence, its business and intellectual property
relating to its business; and
(b) Holdco and the Obligor(s) (if any) shall obtain or make, and procure the continuance or maintenance of,
all registrations, recordings, filings, consents, licences, approvals and authorisations, which may at any
time be required to be obtained or made in Russia, Luxembourg, any Guarantor Jurisdiction or any other
relevant jurisdiction for the purposes of the execution, delivery or performance of the Notes and the Trust
Deed and for the validity and enforceability thereof,
provided that, in any case if Holdco, the Obligor(s) (if any) or, as the case may be, the relevant Material Subsidiary
remedies any failure to comply with paragraphs (a) and (b) above within 90 days of such failure or of the occurrence of
such event, then this covenant shall be deemed not to have been breached.
Maintenance of Property
Holdco shall, and shall cause each of its Material Subsidiaries to, cause all property used in the conduct of its or their
business to be maintained and kept in good condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals, replacements and improvements thereof, all as, in
the judgment of Holdco or the relevant Material Subsidiary, may be reasonably necessary so that the business carried on
in connection therewith may be properly conducted at all times; provided that if Holdco or the relevant Material Subsidiary
remedies any failure to comply with the above within 90 days of such failure or any failure relates to property with a value
not exceeding U.S.$250,000,000 (or its U.S. Dollar Equivalent), this covenant shall be deemed not to have been breached.
Insurance
Holdco shall procure that each of its Material Subsidiaries shall obtain and maintain insurance with an insurer or insurers
of sufficient standing (in the reasonable judgment of the relevant Material Subsidiary) against such losses and risks
and in such amounts as are prudent and customary in the businesses in which it is engaged in the jurisdiction(s) where it
operates; provided, that if Holdco remedies any failure to comply with the above within 365 days of such failure or if
such potential losses or risks (which may be assessed by reference to the actual risks and losses borne by the relevant
Material Subsidiary over the preceding three years) do not exceed U.S.$250,000,000 (or its U.S. Dollar Equivalent),
this covenant shall be deemed not to have been breached, provided that this Condition 4.9 shall not require Holdco to
procure the obtaining or maintenance of any such insurance with respect to any of Holdco’s Subsidiaries that is or are
primarily engaged in the mining, extraction or refining of coal or coal products.
Financial Information
Holdco undertakes that it shall deliver to the Trustee:
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(a) its audited annual consolidated financial statements, prepared in accordance with IFRS consistently
applied with the corresponding financial statements for the preceding period, within 180 days of the end of
the financial year to which such statements relate;
(b) its reviewed semi-annual interim condensed consolidated financial statements, prepared in accordance with
IFRS consistently applied with the corresponding financial statements for the preceding period, within 150
days of the end of the period to which such statements relate; and
(c) its other interim condensed consolidated financial statements (if Holdco elects in its sole discretion to
prepare any such other interim consolidated financial statements), prepared in accordance with IFRS
consistently applied with the corresponding financial statements for the preceding period, within 150
days of the end of the period to which such statements relate,
in each case together with a certificate signed by one director and one officer appointed and authorised in writing
by the Board of Directors of Holdco or, following Issuer Substitution, two authorised signatories of Holdco, in each
case on terms satisfactory to the Trustee or two directors of Holdco stating that since the date of the last certificate or, if
none, the Issue Date, each of Holdco and the Obligor(s) (if any), to the best of the signing individual’s knowledge, has
kept, observed, performed and fulfilled its obligations under, and complied with, these Conditions and the Trust Deed
and is not in default and that there has not been an Event of Default or Potential Event of Default (or, if an Event of
Default or Potential Event of Default shall have occurred, describing all such Events of Default or Potential Events of
Default of which he may have knowledge).
Change of Business
Holdco shall not, and shall not permit any of its Material Subsidiaries to, conduct, operate, engage in or own any business
other than the Core or Related Business of the Group.
(i) pay dividends or make any other distributions on its Equity Interests to Holdco or any of
Holdco’s Subsidiaries, or with respect to any other interest or participation in, or measured by, its
profits;
(ii) make any payments in respect of any Indebtedness owed to Holdco or any of Holdco’s
Subsidiaries;
(iii) make loans or advances to Holdco or any of Holdco’s Subsidiaries; or
(iv) transfer any of its properties or assets to Holdco or any of Holdco’s Subsidiaries.
However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(A) any encumbrance or restriction originally entered into by the Issuer or a Subsidiary of the
Issuer prior to (and as in effect on) the Issue Date;
(C) encumbrances and restrictions imposed by the Notes, these Conditions, the Guarantee(s) (if
any) or by other instruments governing other Indebtedness incurred by Holdco or any of
Holdco’s Subsidiaries (and if such Indebtedness is guaranteed, by the guarantors of such
Indebtedness) ranking equally with the Notes (or the Guarantee(s) (if any)), provided that
the encumbrances or restrictions imposed by such other instruments are not materially more
restrictive, taken as a whole, than the restrictions imposed by these Conditions;
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(D) encumbrances and restrictions contained in any agreement or other instrument of any Person
acquired by Holdco or any Material Subsidiary of Holdco in effect at the time of such
acquisition (but not created in contemplation thereof) which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other than the Person,
or the property or assets of the Person, so acquired;
(E) any encumbrance or restriction contained in the terms of any Indebtedness incurred
pursuant to Condition 4.2 (Financial Covenants) or any guarantees thereof or liens related
thereto, provided that Holdco determines at the time any such Indebtedness is incurred (and
at the time of any modification of the terms of any such encumbrance or restriction) that any
such encumbrance or restriction will not materially affect Holdco’s ability to comply, or
cause its Material Subsidiaries to comply, with Condition 4.12(b) (as determined by Holdco
in good faith), and further provided that the encumbrance or restriction is not materially
more disadvantageous to the holders of the Notes than is customary in comparable
financings or agreements (as determined by Holdco in good faith);
(F) customary non-assignment provisions in leases and other contracts for goods and services
entered into in the ordinary course of business;
(G) any agreement for the sale or other disposition of a Material Subsidiary or any assets of
Holdco or a Material Subsidiary that restricts distributions of that Material Subsidiary or
such assets pending such sale or other disposition;
(H) customary limitations on the distribution of assets or property in joint venture agreements
entered into in good faith, provided that such encumbrance or restriction is applicable only
to such Material Subsidiary, and provided further that:
(b) Holdco shall use its commercially reasonable endeavours, to the extent lawful and in accordance
with all required corporate procedures, (i) to procure that the Material Subsidiaries as a group declare
and pay total dividends or other distributions on their Equity Interests (including, for the avoidance of
doubt, any interim dividends or distributions) amounting in the aggregate to at least 35% of the
aggregate annual net income of such Material Subsidiaries as calculated from the Reporting Package in
respect of each year ending on 31 December not later than 365 days following the end of such year;
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provided that nothing in this Condition 4.12(b) shall be interpreted to impose a requirement on any
particular Material Subsidiary to make a payment or distribution as described herein and (ii) to the extent
such dividends or other distributions are paid in cash and received by a Subsidiary of Holdco other than the
Obligor(s) (if any), to cause the portion of such cash dividends or other cash distributions actually received
by such Subsidiary to be on-paid, directly or indirectly as the case may be, to Holdco or the Obligor(s) (if
any) in accordance with the attributable direct or indirect ownership interest of Holdco or the Obligor(s) (if
any) in the Equity Interests of each such payee Subsidiary; provided, that each payment of a dividend or
other distribution on its Equity Interests paid by any Subsidiary of Holdco pursuant to this Condition
4.12(b) shall be subject to reduction for payment of any withholding or other dividend related tax or
any other similar deduction that is required by applicable law or regulation.
Covenant Fall-Away
From and after the date on which the Rated Entity has reached Investment Grade Status, Holdco, the Obligor(s) (if any)
and the Material Subsidiaries will be released from their obligations to comply with Conditions 4.2 (Financial
Covenants) to 4.9 (Insurance) inclusive, 4.11 (Change of Business) and 4.12 (Dividend and Other Payments By or
Affecting Material Subsidiaries).
5. INTEREST
Interest Accrual
Each Note will cease to bear interest from and including its due date for redemption unless, upon due presentation,
payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in
respect of payment, in which event interest shall continue to accrue as provided in the Trust Deed.
6. PAYMENTS
Payment of interest on the Notes evidenced by the Global Note Certificates will be effected in accordance with the
Agency Agreement and the rules of the relevant clearing systems.
Registered Accounts
For the purposes of this Condition, a Noteholder’s registered account means the United States dollar account maintained
by or on behalf of it with a bank in New York City, details of which appear on the Register at the close of business on the
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second Business Day before the due date for payment, and a Noteholder’s registered address means its address appearing
on the Register at that time.
Payment Initiation
In relation to Individual Certificates, where payment is to be made by transfer to a Noteholder’s registered account,
payment instructions (for value on the due date or, if that is not a Business Day, for value on the first following day
which is a Business Day) will be initiated by wire transfer or cheque and, where payment is to be made by cheque, the
cheque will be mailed (at the risk and, if mailed at the request of the holder otherwise than by ordinary mail, expense of
the holder) on the due date for payment (or, if it is not a Business Day, the first following day which is a Business Day)
or, in the case of a payment of principal, if later, on the Business Day on which the relevant Individual Certificate is
surrendered at the specified office of a Paying Agent.
Noteholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount
due if the due date is not a Business Day, if the Noteholder is late in surrendering its Individual Certificate (if
required to do so) or if a cheque mailed in accordance with this Condition arrives after the due date for payment.
If an amount which is due on the Notes is not paid in full, the Registrar will annotate the Register with a record of the
amount (if any) in fact paid.
(a) there will at all times be a Principal Paying Agent and a Registrar; and
(b) there will at all times be Paying Agents and a Transfer Agent having specified offices in at least two
major European cities approved by the Trustee which, so long as the Notes are listed on the Irish Stock
Exchange, shall include such place as may be required by the rules and regulations of the Irish Stock
Exchange or any other relevant authority.
Notice of any termination or appointment and of any changes in specified offices of any Paying Agents, Transfer
Agent or the Registrar will be given to the Noteholders promptly by the Issuer in accordance with Condition 13 (Notices).
Redemption at Maturity
Unless previously redeemed, or purchased and cancelled as provided below, the Issuer will redeem the Notes at their
principal amount on 20 March 2023.
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unable for reasons outside its control to procure payment by the Issuer and in making payment itself would
be required to pay such additional amounts; and
(b) the requirement cannot be avoided by the Issuer or, as the case may be, the Guarantor(s) (if any) taking
reasonable measures available to it or them (as applicable),
the Issuer may at its option, having given not less than 30 nor more than 60 days’ notice to the Noteholders in
accordance with Condition 13 (Notices) (which notice shall be irrevocable), redeem all the Notes, but not some only, at
any time at their principal amount together with interest accrued to but excluding the date of redemption. Prior to the
publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee a certificate on
terms satisfactory to the Trustee signed by one director and one officer appointed and authorised in writing by the Board
of Directors or two directors of the Issuer, or as the case may be, the Guarantor(s) (if any) stating that the requirement
referred to in paragraph (a) above will apply on the next Interest Payment Date and cannot be avoided by the Issuer, or as
the case may be, the Guarantor(s) (if any) taking reasonable measures available to it or them and an opinion of
independent legal advisors of recognised standing and qualified to advise on the law of the jurisdiction subjecting the
payments to tax and causing additional amounts to be paid under Condition 8 (Taxation) to the effect that the Issuer or,
as the case may be, the Guarantor(s) has or will become obliged to pay such additional amounts as a result of such
change or amendment, and the Trustee shall be entitled to accept and rely upon the certificate as sufficient evidence
of the satisfaction of condition precedent (b) above and the opinion as sufficient evidence of the satisfaction of condition
precedent (a) above, in which event they shall be conclusive and binding on the Noteholders. No such notice of
redemption pursuant to this Condition shall be given (i) earlier than 90 days prior to the earliest date on which the Issuer,
or as the case may be, the Guarantor(s) (if any) would be obliged to pay such additional amounts were a payment in
respect of the Notes then due, or (ii) if the Issuer has already given a notice of redemption as described in Condition 7.6
(Cancellations).
Redemption at Make-Whole
The Issuer may redeem the Notes, in whole or in part, at any time on at least 30 days’ but not more than 60 days’ notice to
Noteholders in accordance with Condition 13 (Notices), at a redemption price equal to the principal amount of
U.S.$200,000 or integral multiples of U.S.$1,000 thereof in each case plus the Applicable Premium as of, plus accrued
and unpaid interest to, the redemption date.
Promptly upon the occurrence of any such Rating Downgrade, the Issuer shall give notice thereof (a “Rating
Downgrade Event Notice”) to Noteholders in accordance with Condition 13 (Notices), specifying (a) that a Rating
Downgrade has occurred; (b) details of the Rating Downgrade; (c) the Put Option Period (as defined below); (d) the
procedure for exercising the Put Option; and (e) that any Note not properly tendered or not tendered at all prior to the
end of the Put Option Period will remain outstanding and continue to accrue interest and additional amounts (if any).
In order to exercise the Put Option, the holder of a Note must deliver, no later than 60 calendar days after the date on
which the Rating Downgrade Event Notice is given (the “Put Option Period”), to the specified office of the Principal
Paying Agent, evidence satisfactory to the Principal Paying Agent of such holder’s entitlement to such Note and a duly
completed put option election notice (a “Put Option Election Notice”) specifying the principal amount of the Notes in
respect of which the Put Option is exercised, in the form obtainable from the Principal Paying Agent. On the Business
Day immediately following the end of the Put Option Period, the Principal Paying Agent shall notify the Issuer and
the Trustee in writing of the exercise of the Put Option specifying the aggregate principal amount of the Notes to be
redeemed in accordance with the Put Option. Provided that the Notes that are the subject of any such Put Option
Election Notice have been delivered to the Principal Paying Agent prior to the end of the Put Option Period and the
Principal Paying Agent has notified the same to the Issuer, then the Issuer shall, as provided in Condition 6 (Payments),
redeem all such Notes on the date falling ten Business Days after the expiration of the Put Option period (the “Put
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Option Settlement Date”). No Put Option Election Notice, once delivered to the Principal Paying Agent in accordance
with this Condition 7.4, may be withdrawn.
Purchases
The Parent or any of the Parent’s Subsidiaries may at any time purchase Notes in any manner and at any price.
Cancellations
All Notes which are (a) redeemed or (b) purchased by or on behalf of Holdco, or any of Holdco’s Subsidiaries will
forthwith be cancelled and accordingly may not be held, reissued or resold.
Notices Final
Upon the expiry of any notice as is referred to in Conditions 7.2 (Redemption for Taxation Reasons) or 7.3
(Redemption at Make-Whole) above, the Issuer shall be bound to redeem the Notes to which the notice refers in
accordance with the terms of such paragraph.
8. TAXATION
Interpretation
In these Conditions:
(a) “Relevant Date” means the date on which the payment first becomes due but, if the full amount of the
money payable has not been received by the Principal Paying Agent or the Trustee on or before the due
date, it means the date on which, the full amount of the money having been so received, notice to that
effect has been duly given to the Noteholders by the Issuer in accordance with Condition 13 (Notices); and
(b) “Relevant Jurisdiction” means Luxembourg or any political subdivision or any authority thereof or
therein having the power to tax (in the case of payments by the Issuer) or a Guarantor Jurisdiction or any
political subdivision or any authority thereof or therein having the power to tax (in the case of
payments by the Guarantor(s) (if any)) or in any case any other jurisdiction or any political subdivision or
any authority thereof or therein having power to tax to which the Issuer (as a result of Issuer Substitution
or otherwise) or, as the case may be, any Guarantor (if any) becomes subject in respect of payments made
by it of principal and/or interest on the Notes.
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Additional Amounts
Any reference in the Trust Deed, the Notes or these Conditions to any amounts payable in respect of the Notes shall be
deemed also to refer to any additional amounts which may be payable under this Condition or under any undertakings
given in addition to, or in substitution for, this Condition pursuant to the Trust Deed or the Notes.
9. PRESCRIPTION
Claims in respect of principal and interest in respect of the Notes will become prescribed unless made within periods of ten
years (in the case of principal) and five years (in the case of interest) from the Relevant Date in respect of the Notes,
subject to the provisions of Condition 6 (Payments).
Events of Default
The Trustee at its sole discretion may, and if so requested in writing by the holders of at least one-fifth in principal
amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject in
each case to being indemnified and/or secured and/or pre-funded to its satisfaction), give notice to the Issuer and the
Guarantor(s) (if any) that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at
their principal amount, together with accrued interest as provided in the Trust Deed in any of the following events
(“Events of Default”):
(a) if default is made in the payment of any interest due in respect of the Notes or any of them and the
default shall continue for a period of five Business Days;
(b) if default is made in the payment of any principal due in respect of the Notes or any of them;
(c)
(i) if default is made in the performance, or if there is a breach, of any covenant or agreement of the Issuer
or the Guarantor(s) (if any) under the Trust Deed (other than a default in the performance, or
breach, of a covenant or agreement which is specifically dealt with in paragraphs (a), (b) or
10.1(c)(ii)) and such default or breach shall continue for a period of 30 days after written notice
has been given, by certified mail, (A) to the Issuer and the Guarantor(s) (if any) by the Trustee
or (B) to the Issuer, the Guarantor(s) (if any) and the Trustee by holders of at least one-fifth in
aggregate principal amount of the outstanding Notes; or
(ii) if default is made in the performance or breach of the provisions described in Condition 4.5 (Mergers
and Similar Transactions);
(d) if any default in the payment of the principal, premium, if any, or interest on any Indebtedness (as
extended by any applicable grace period) shall have occurred under any of the agreements, deeds,
indentures or instruments under which the Issuer, the Guarantor(s) (if any) or any Material Subsidiary then
has outstanding Indebtedness in excess of U.S.$50 million (or its U.S. Dollar Equivalent) in the aggregate;
(e) if the Guarantee(s) (if any) shall for any reason cease to be, or shall for any reason be asserted in
writing by the Issuer or the relevant Guarantor(s) not to be, in full force and effect and enforceable in
accordance with its terms, except to the extent contemplated by these Conditions and the Trust Deed;
(f) if one or more judgments, orders or decrees of any court or regulatory or administrative agency for the
payment of money in excess of U.S.$75 million (or its U.S. Dollar Equivalent), either individually or in
aggregate, shall be rendered against the Issuer, the Guarantor(s) (if any) or any Material Subsidiary or any
of their respective properties and shall not be discharged and (if applicable) there shall have been a period
of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of an
appeal or otherwise, shall not be in effect;
(g) if any holder or holders of at least U.S.$50 million (or its U.S. Dollar Equivalent) in aggregate
principal amount of Indebtedness of the Issuer, the Guarantor(s) (if any) or any Material Subsidiary
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after a default under such Indebtedness notifies the Trustee of the intended sale or disposition of any assets
of the Issuer, the Guarantor(s) (if any) or any Material Subsidiary that have been pledged to or for the
benefit of such holder or holders to secure such Indebtedness or shall commence proceedings, or take any
action (including by way of set-off, distress, execution or other similar process, including appointment of a
receiver, administrative receiver, manager or similar officer), to retain in satisfaction of such Indebtedness
or to collect on, seize, dispose of or apply in satisfaction of Indebtedness, assets of the Issuer, the
Guarantor(s) (if any) or any Material Subsidiary (including funds on deposit or held pursuant to lock-box
or other similar arrangements);
(h) if (i) proceedings are initiated against the Issuer, the Guarantor(s) (if any) or any Material Subsidiary
under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or an
application is made (or documents filed with a court) for the appointment of an administrative or other
receiver, manager, administrator or other similar official, or an administrative or other receiver, manager,
administrator or other similar official is appointed in relation to the Issuer, the Guarantor(s) (if any) or
any Material Subsidiary or, as the case may be, in relation to the whole or any part of the undertaking or
assets of any of them or an encumbrancer takes possession of the whole or any part of the undertaking or
assets of any of them, or a distress, execution, attachment, sequestration or other process is levied,
enforced upon, sued out or put in force against the whole or any part of the undertaking or assets of any of
them, and (ii) in any such case (other than the appointment of an administrator) unless initiated by the
relevant company, is not discharged within 14 days; or
(i) if any event occurs which, under the laws of any Relevant Jurisdiction, has or may have in the Trustee’s
sole opinion, an analogous effect to any of the events referred to in paragraphs (d) to (h) above,
provided that, in the case of any Event of Default described in paragraph (c) above, the Trustee has certified that the Event
of Default is, in its opinion, materially prejudicial to the interests of the Noteholders.
For the purpose of determining whether the U.S. Dollar denominated threshold set forth in paragraph (f) above has been
reached, the U.S. Dollar Equivalent of any judgment, order or decree of any court or regulatory or administrative
agency for the payment of money denominated in another currency shall be calculated.
11. ENFORCEMENT
If any Individual Certificate representing a Note is lost, stolen, mutilated, defaced or destroyed it may be replaced at
the specified office of the Registrar subject to all applicable laws and stock exchange or other relevant authority
requirements, upon payment by the claimant of the costs and expenses incurred in connection with such replacement
and on such terms as to evidence, security, indemnity and otherwise as the Registrar may require (provided that the
requirement is reasonable in the light of prevailing market practice). Mutilated or defaced Individual Certificates must
be surrendered before replacements will be issued.
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13. NOTICES
Notices to Noteholders shall be mailed to them at their respective addresses in the Register and shall be deemed to have
been given on the fourth weekday (being a day other than a Saturday or Sunday) after the date of mailing.
So long as the Notes are represented by the Global Note Certificates and the Global Note Certificates are held on behalf of
DTC, Euroclear or Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to DTC,
Euroclear or Clearstream, Luxembourg for communication by it to entitled accountholders in substitution for notification as
required by the Conditions, provided that for so long as the Notes are listed and admitted to trading on the Irish Stock
Exchange, notices will also be filed at the Companies Announcements Office of the Irish Stock Exchange.
Meetings of Noteholders
The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their
interests, including the modification or abrogation by Extraordinary Resolution of any of these Conditions or any of the
provisions of the Trust Deed. The quorum at any meeting for passing an Extraordinary Resolution will be one or more
persons present holding or representing more than 50% in principal amount of the Notes for the time being outstanding,
or at any adjourned such meeting one or more persons present whatever the principal amount of the Notes held or
represented by him or them, except that, at any meeting the business of which includes the modification or abrogation of
certain of the provisions of these Conditions and certain of the provisions of the Trust Deed (as specified in the Trust
Deed), the necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or
representing not less than two-thirds, or at any adjourned such meeting not less than one-third, of the principal amount of
the Notes for the time being outstanding. The Trust Deed provides that (i) a resolution passed at a meeting duly convened
and held in accordance with the Trust Deed by a majority consisting of not less than three-fourths of the votes cast on
such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in
principal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through
the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than
three-fourths in principal amount of the Notes for the time being outstanding, shall, in each case, be effective as an
Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on
all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution.
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Condition 8 (Taxation) pursuant to the Trust Deed. For the avoidance of doubt Article 84 to 94-8 of the Luxembourg law
dated 10 August 1915 on commercial companies, as amended, are hereby excluded.
15. INDEMNIFICATION OF THE TRUSTEE AND ITS CONTRACTING WITH THE ISSUER
The Issuer is at liberty, subject to Condition 4.2 (Financial Covenants), from time to time without the consent of the
Noteholders to create and issue further notes ranking pari passu in all respects (save for the issue price and the first
payment of interest thereon) so that the same shall be consolidated and form a single series with the Notes. Any
such further notes shall be constituted by a deed supplemental to the Trust Deed.
Governing Law
The Trust Deed, the Notes and these Conditions and any non-contractual obligations arising out of or in relation to the
Trust Deed, the Notes and these Conditions are governed by, and shall be construed in accordance with, English law.
The provisions of articles 84 to 94-8 of the Luxembourg law of 10 August 1915 on commercial companies, as amended,
are excluded.
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Jurisdiction of English Courts
The Issuer has irrevocably agreed in the Trust Deed for the benefit of the Trustee and the Noteholders that the courts of
England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with
the Trust Deed, the Notes and these Conditions and accordingly has submitted to the exclusive jurisdiction of the English
courts.
The Issuer has in the Trust Deed waived any objection to the courts of England on the grounds that they are an
inconvenient or inappropriate forum. The Trustee and the Noteholders may take any suit, action or proceeding arising out
of or in connection with the Trust Deed, the Notes or these Conditions respectively (together referred to as
“Proceedings”) against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number
of jurisdictions.
No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
the Notes (or any of them), but this does not affect any right or remedy of any person which exists or is available apart
from that Act.
19. DEFINITIONS
In these Conditions the following terms have the meaning given to them in this Condition 19.
“12-Month Consolidated EBITDA” means the aggregate Consolidated EBITDA for the two latest Measurement Periods
preceding any date of determination for which consolidated financial statements of the Group are available.
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Indebtedness of any other Subsidiary of Holdco which is not an Obligor (if any) or a Finance Subsidiary and (e)
Indebtedness of a Subsidiary of Holdco owing solely to Holdco or a Subsidiary of Holdco, in each case after giving
effect on a pro forma basis to the incurrence of the Indebtedness of a Subsidiary of Holdco the permissibility of which
is then being measured, the incurrence or repayment of any Indebtedness of Holdco or of the Subsidiaries of Holdco
on or after the first day of the Measurement Period relevant for such calculation and, in each case, the receipt and
application of the proceeds therefrom.
“Applicable Premium” means, with respect to a Note on any redemption date, the greater of:
“Asset Acquisition” means (a) an Investment by Holdco or any Subsidiary of Holdco in any other Person
pursuant to which such Person shall become a Subsidiary of Holdco or shall be consolidated or merged with Holdco
or any Subsidiary of Holdco or (b) the acquisition by Holdco or any Subsidiary of Holdco of assets of any Person
which constitute all or substantially all of the assets of such Person or which comprise a division or line of business
of such Person.
“Asset Sale” means any lease, sale, sale and lease-back, transfer or other disposition either in one transaction or in a
series of related transactions, by Holdco, the Obligor(s) (if any) or any of their respective Subsidiaries to a Person
that is not part of the Group, of any Production Assets the value of which exceeds 10% of the total Production
Assets of the Group in any 12-month period (determined in each case by reference to the most recently
available audited annual financial statements or reviewed interim financial statements of Holdco prepared in
accordance with IFRS); provided that “Asset Sale” shall not include sales or other dispositions of inventory or stock
in trade in the ordinary course of business or assignments of or other arrangements over the rights or revenues
arising from contracts for the sale of steel products at Fair Market Value.
“Board of Directors” means, as to any Person, the board of directors of such Person or any duly authorised
committee thereof.
“Business Day” means a day which is a day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealings in foreign exchange and foreign currency deposits)
in both London and New York City.
“Capital Lease Obligations” means an obligation that is required to be classified and accounted for as a capital or
finance lease for financial reporting purposes in accordance with IFRS and the amount of Indebtedness represented
by such obligation will be the capitalised amount of such obligation at the time any determination thereof is to be
made as determined in conformity with IFRS, and the stated maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date such lease may be terminated without
penalty.
“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents (however designated, whether voting or nonvoting) of such Person’s
equity, including any preferred stock of such Person and depositary receipts representing such equity, whether now
outstanding or issued after the Issue Date, including without limitation, all series and classes of such Capital Stock but
excluding any debt securities convertible into such Capital Stock.
“Consolidated EBITDA” means the Consolidated Net Income (Loss) for any period, as adjusted by adding back, to
the extent deducted in calculating Consolidated Net Income (Loss), without duplication, for such period:
“Consolidated Income Tax Expense” means in respect of any period the expenses of Holdco in respect of
income taxes as shown in the consolidated profit and loss account of Holdco for such period prepared in accordance
with IFRS.
“Consolidated Indebtedness” means at any date of determination (and without duplication) all Indebtedness of
Holdco as calculated in accordance with the then most recently available consolidated financial statements of
Holdco prepared in accordance with IFRS.
“Consolidated Interest Expense” means, in relation to any period, the total of the following as calculated in
accordance with the consolidated financial statements of Holdco for such period prepared in accordance with IFRS:
(a) cash and non-cash interest expense (net of interest income) for the relevant period (excluding any
amortisation of debt issuance costs), including, without limitation dividends accrued in respect of all
Disqualified Capital Stock of Holdco (other than dividends payable solely in Capital Stock (other than
Disqualified Capital Stock) of Holdco) (in each case, whether or not interest expense in accordance with
IFRS);
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(g) interest due and payable under any guarantee, indemnity or equivalent arrangement;
(h) the interest component of any capital lease obligation accrued during the relevant period; and
(i) all capitalised interest of Holdco and its Subsidiaries (including, without limitation and for the avoidance
of doubt, the Obligor(s) (if any)) in each case determined on a consolidated basis in accordance with
IFRS.
“Consolidated Net Income (Loss)” means in respect of any period the consolidated net income (loss) of Holdco
for such period as shown in the then most recently available consolidated profit and loss account of Holdco
prepared in accordance with IFRS adjusted, to the extent included in calculating such net income (loss), by
excluding, without duplication:
(a) gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of dispositions of
assets other than in the ordinary course of business;
(b) any net foreign exchange gain or loss;
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Parent or any of their respective Subsidiaries or acting as an officer, director or employee of the Issuer or Parent or
any of their respective Subsidiaries.
“Disqualified Capital Stock” means any Capital Stock that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, on or prior to the date that is 91 days after the date
on which the Notes mature.
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but
excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
“Fair Market Value” means the price that would be paid in an arm’s length transaction between an informed and
willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as
determined in good faith by the relevant competent management body of the Issuer, Holdco or Material Subsidiary,
as the case may be, or the Relevant Board (including a majority of the Disinterested Directors, if applicable)
whose determination shall be conclusive if evidenced by a resolution of such relevant competent management
body, or, with respect to any transaction or series of related transactions involving an aggregate value in excess of
U.S.$50,000,000 (or its U.S. Dollar Equivalent), the price as determined by an Independent Appraiser.
“Finance Subsidiary” means a wholly owned Subsidiary of Issuer or a Guarantor (if any), the principal activities of
which are the issuance for cash of notes, bonds, debentures, promissory notes and other debt securities and the
borrowing of cash pursuant to loans, credit facilities and agreements, notes, certificates and other instruments
evidencing Indebtedness and the lending of not less than 85% of the cash proceeds of such issuances and
borrowings to the Issuer or such Guarantor, as the case may be.
“Fitch” means Fitch Ratings Limited or any successor to its ratings business.
“Group” means:
(a) prior to Designation or Issuer Substitution, the Issuer and its direct and indirect consolidated Subsidiaries;
and
(b) on and following Designation or Issuer Substitution, the Parent and its direct and indirect consolidated
Subsidiaries, including the Issuer.
“Holdco” means:
(a) prior to Designation or Issuer Substitution, the Issuer; and
(b) on and following Designation or Issuer Substitution, the Parent.
“Indebtedness” means, with respect to any Person at any date of determination (without duplication):
(d) all obligations of such Person to pay the deferred and unpaid purchase price of property, assets or
services, which purchase price is due more than 120 days after the earlier of the date of placing such
property in service or taking delivery and title thereof or the completion of such services;
(e) all Capital Lease Obligations of such Person;
(f) all Indebtedness of other Persons secured by a Lien granted by such Person on any asset (the value of
which, for these purposes, shall be determined by reference to the balance sheet value of such asset in
respect of the latest half year period of the Person providing the Lien) of such Person, whether or not such
Indebtedness is assumed by such Person;
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(g) all Indebtedness of other Persons guaranteed or indemnified by such Person to the extent such
Indebtedness is guaranteed or indemnified by such Person;
(h) to the extent not otherwise included in this definition, net obligations under any currency or interest rate
hedging agreements; and
(i) any amount raised under any other transaction (including, but without limitation to, any forward sale or
purchase agreement) having the economic or commercial effect of a borrowing.
For the avoidance of doubt Indebtedness of any Person does not include (i) trade account payables arising solely in the
ordinary course of business of such Person and maturing in less than 120 days (other than promissory notes and similar
obligations incurred for the purpose of a borrowing), (ii) for the purposes of Condition 4.2 (Financial Covenants) only,
restructured tax payable reported in the most recent balance sheet prepared in accordance with IFRS of such Person,
(iii) Indebtedness incurred by Holdco or a Subsidiary of Holdco in connection with a transaction where (x) such
Indebtedness is borrowed from a bank or trust company incorporated in the Russian Federation, South Africa, any
member state of the European Union as of the date of the Trust Deed, or any commercial banking institution that is a
member of the U.S. Federal Reserve System, in each case having a combined capital and surplus and undivided profits of
not less than €500 million, whose debt has a rating immediately prior to the time such transaction is entered into, of at
least A or the equivalent thereof by Standard & Poor’s and A2 or the equivalent thereof by Moody’s and (y) a
substantially concurrent Investment is made by Holdco or any Subsidiary or Subsidiaries of Holdco in the form of cash
deposited with the lender of such debt, or a Subsidiary or Affiliate thereof, in amount substantially similar to such debt and
(iv) Subordinated Shareholder Funding.
For the purpose of Condition 10.1(g) (Events of Default) only, Indebtedness shall be deemed not to include Indebtedness in
respect of Non-Recourse Project Finance Indebtedness.
For the purpose of determining compliance with any U.S. Dollar denominated restriction on Indebtedness, the U.S. Dollar
Equivalent of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange
rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case
of Indebtedness incurred under a revolving credit facility; provided that (1) if such Indebtedness is incurred to Refinance
other Indebtedness denominated in a currency other than U.S. Dollars, and such Refinancing would cause the applicable
U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the
date of such Refinancing, such U.S. Dollar-denominated restriction will be deemed not to have been exceeded so long
as the principal amount of such Indebtedness being Refinanced does not exceed the principal amount of such
Indebtedness being Refinanced; and (2) the U.S. Dollar Equivalent of the principal amount of any such Indebtedness
outstanding on the Issue Date will be calculated based on the relevant currency exchange rate in effect on the Issue Date.
The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and, with respect to contingent obligations as described above, the maximum
liability upon the occurrence of the contingency giving rise to the obligation.
“Independent Appraiser” means any of PricewaterhouseCoopers LLC, KPMG LLC, Deloitte & Touche LLP or
such investment banking, accountancy or appraisal firm of international standing selected by Holdco or the
relevant competent management body of the relevant Material Subsidiary, provided it is not an Affiliate of
Holdco, any Guarantor(s) (if any) or any Material Subsidiary.
“IFRS” means the International Financial Reporting Standards as adopted by the European Union as in effect
from time to time.
“Investment” means, with respect to any Person, directly or indirectly, any advance (other than advances to
customers in the ordinary course of business), loan (including guarantees), or other extension of credit (including
guarantees) or capital contribution to (by means of any transfer of cash) or other property to others or any payment
for property or services for the account or use of others, or any purchase, acquisition or ownership by such Person of
any Capital Stock, bonds, notes, debentures, or other securities (including, without limitation, any interests in any
partnership or joint venture) or evidence of indebtedness issued or owned by any Person and all other items that
would be classified as investments on a balance sheet prepared in accordance with IFRS; provided that:
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(a) hedging obligations entered into in the ordinary course of business and in compliance with these
Conditions; and
(b) endorsements of negotiable instruments in the ordinary course of business,
“Investment Grade Status” shall be deemed to have been reached on the date that the Notes have an Investment
Grade Rating from at least two of the three Rating Agencies.
“Issue Date” means 20 March 2017.
“Issuer” means:
(a) prior to Issuer Substitution, Evraz Group S.A., a public limited liability company (société anonyme)
incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 13,
avenue Monterey, L-2163 Luxembourg Grand Duchy of Luxembourg and registered with the Register of
Trade and Companies of Luxembourg under number B105615 or any successor entity thereof or
Surviving Entity thereof within the meaning of Condition 4.5(b)(i) (Mergers and Similar Transactions);
or
(a) the incurrence or repayment of any other Indebtedness on or after the first day of the Measurement Period
relevant for such calculation and, in each case, the receipt and application of the proceeds therefrom; and
(b) the exclusion of Consolidated EBITDA associated with any Asset Sales or the inclusion of Consolidated
EBITDA associated with any Asset Acquisitions (including, without limitation, any Asset Acquisition
giving rise to the need to make such calculation as a result of the incurrence or assumption of
Indebtedness) on or after the first day of the Measurement Period relevant for such calculation, provided,
however, that any such pro forma Consolidated EBITDA in respect of an Asset Acquisition may only be
so included if such pro forma Consolidated EBITDA shall have been derived from (i) financial statements
of, or relating to or including, such acquired entity, that have been prepared in accordance with IFRS,
U.S. GAAP or anybody of accounting principles that has been determined by the European Commission
to be equivalent to IFRS as provided in the Accounts Regulation (without regard to any modifications to
such principles that may be required after the date of such financial statements in connection with or
pursuant to such determination) provided that such financial statements are available or can be prepared
without unreasonable expense; or (ii) such other financial statements and information of the acquired
entity that the chief financial officer of Holdco believes in good faith to present fairly the financial
position of the acquired entity so as to permit such a pro forma Consolidated EBITDA to be prepared on
the basis of reasonable assumptions and estimates.
“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without
limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any sale with
recourse against the seller or any Affiliate of the seller, or any agreement to give any security interest) securing any
obligation of any Person.
“Material Subsidiary” means at any relevant time a direct or indirect Subsidiary of Holdco:
(a) whose total consolidated assets represent not less than 10% of the total consolidated assets of Holdco, or
whose gross consolidated revenues represent not less than 10% of the gross consolidated revenues of
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Holdco (determined by reference to the most recent publicly available annual or interim financial
statements of the Issuer, prepared in accordance with IFRS); or
(b) to which is transferred all or substantially all the assets and undertakings of a Subsidiary of Holdco
which immediately prior to such transfer is a Material Subsidiary,
provided that (i) notwithstanding the above, if Holdco is the Parent at any time, the Issuer shall be a Material Subsidiary
at such time and thereafter and (ii) for the purpose of calculating the ratios set out in paragraph (a) above, the assets and
revenues of any Subsidiary of Holdco shall be taken into account only (A) to the extent such assets and revenues are not
eliminated in the preparation of the relevant consolidated financial statements of Holdco in accordance with IFRS and (B)
in the same amounts as such assets and revenues are included in the relevant consolidated financial statements of Holdco.
“Measurement Period” means each financial half-year ending on 30 June or 31 December for which consolidated
financial statements of Holdco (or the other relevant Person in respect of which the particular calculation is to be
made, as the case may be) prepared in accordance with IFRS are available. For the avoidance of doubt, any non-
balance sheet financial information for a Measurement Period ending on 31 December of any year shall be
calculated by subtracting (a) the relevant information for the Measurement Period ending on 30 June of that year from
(b) the equivalent information for that year.
“Moody’s” means Moody’s Investors Service Limited or any successor to its ratings business.
“New Issuer” has the meaning given to it in Condition 3.8 (Substitution of Issuer).
“Non-Recourse Indebtedness” means Indebtedness with respect to which (as expressly set forth in the relevant
instruments governing such Indebtedness):
(a) no member of the Group (other than a Project Subsidiary) (i) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or
indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender; and
(b) no default (including any rights that the holders thereof may have to take enforcement action against
the obligor thereof) would permit upon notice, lapse of time or both any holder of any other Indebtedness
(other than the Notes) of any other member of the Group (other than a Project Subsidiary) to declare a
default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its
stated maturity.
“Non-Recourse Project Finance Indebtedness” means any Indebtedness which is Non-Recourse Indebtedness and
which is issued, borrowed or raised by a Project Subsidiary to finance the ownership, acquisition, development
and/or operation of an asset or project where there is no recourse whatsoever for repayment thereof other than:
(a) recourse to the cash flow or net cash flow from such asset or project (including insurance proceeds);
and/or
(b) recourse, for the purpose only of enabling amounts to be claimed in respect of such Indebtedness, over
such asset or project or the income, cash flow or other proceeds deriving therefrom, provided that the
extent of such recourse is limited solely to the amount of any recoveries made on any such enforcement.
“Obligor” means:
(a) prior to Designation or Issuer Substitution, the Subsidiary Guarantors (if any);
(b) on and following Designation, the Issuer and the Subsidiary Guarantors (if any); and
(c) on and following Issuer Substitution, the Original Issuer (if the Original Issuer Guarantee is applicable
pursuant to Condition 3.8(a)(i)) (Substitution of Issuer) and the Subsidiary Guarantors (if any).
“Original Issuer” has the meaning given to it in Condition 3.8 (Substitution of Issuer).
“Parent” means Evraz plc, a public limited company incorporated under the laws of England and Wales, having its
registered office at 5th floor, 6 St Andrews Street, London EC4A 3AE, United Kingdom or any successor thereof.
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“Parent Entity” means, with respect to any Person, any direct or indirect parent company of such Person or any
Affiliate thereof.
(c) obligations under hedging agreements entered into in the ordinary course of business for the purposes of
protection against or benefiting from fluctuations in the rates of exchange or prices or interest rates and
not for speculative purposes unrelated to transactions undertaken in the ordinary course of business;
(d) Indebtedness in respect of performance, bid, appeal and surety bonds, completion bonds and guarantees
and letters of credit provided by Holdco or any of its Subsidiaries and that do not secure other
indebtedness, in amounts and for purposes customary in the Core or Related Business;
(e) Indebtedness arising from netting arrangements and the honouring by a bank or other financial
institution of a cheque, draft or similar instrument drawn against insufficient funds in the ordinary
course of business; provided, however, that such Indebtedness is extinguished within five Business
Days of its incurrence;
(f) Indebtedness arising from agreements of Holdco or a Subsidiary of Holdco providing for indemnification,
adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with
the disposition of any business, assets or Capital Stock of any Subsidiary of Holdco; provided, that (i) the
maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross
proceeds (including the Fair Market Value of non-cash consideration actually received by (or held in
escrow as collateral for such Indebtedness for later release to) Holdco and its Subsidiaries in connection
with such disposition (without giving effect to any subsequent changes in value) and (ii) such
Indebtedness is not reflected on the balance sheet of Holdco or any Subsidiary of Holdco (contingent
obligations referred to in a footnote to financial statements and not otherwise reflected on the balance
sheet shall not be deemed to be reflected on such balance sheet for purposes of this paragraph (f);
(g) Indebtedness in respect of workers’ compensation claims or claims arising under similar legislation, or
pursuant to self-insurance obligations and not in connection with the borrowing of money or the
obtaining of advances or credit;
(h) Indebtedness in respect of Capital Lease Obligations and Purchase Money Indebtedness, provided that
the aggregate principal amount of such Indebtedness does not exceed the aggregate of the Fair Market
Value (on the date of the incurrence thereof including any refinancing of such Indebtedness that does not
increase the aggregate principal amount (or accreted amount, if less, thereof as of the date of refinancing)
of the property or assets acquired, constructed or leased and expenses in connection therewith, and
provided further that the aggregate principal amount of such Indebtedness incurred under this
paragraph (h) does not exceed U.S.$100 million (or its U.S. Dollar Equivalent) at any time outstanding;
(i) Indebtedness in respect of Non-Recourse Project Finance Indebtedness of any Project Subsidiary; and
(j) Indebtedness in an aggregate principal amount up to U.S.$300 million (or its U.S. Dollar Equivalent)
incurred by Holdco or a Subsidiary of Holdco, provided however, that if an item of Indebtedness
initially incurred pursuant to this paragraph (j) can subsequently be incurred pursuant to Condition
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4.2(a) (Financial Covenants), such Indebtedness shall be deemed to have been incurred under Condition
4.2(a) (Financial Covenants) and not under this paragraph (j).
(d) any Lien on any property, income, assets or revenues of any Person existing at the time such Person is
acquired, merged or consolidated with or into Holdco, the Guarantor(s) (if any) or any of their respective
Subsidiaries and not created in contemplation of such event provided that no such Lien shall extend to
any other property, income, assets or revenues of such Person or to any other property or assets of the
Subsidiaries of such Person or Holdco, the Guarantor(s) (if any) or any of their respective Subsidiaries;
(e) any Lien existing on any property, income, assets or revenues prior to the acquisition thereof by
Holdco, the Guarantor(s) (if any) or any of their respective Subsidiaries and not created in contemplation
of such acquisition; provided that no such Lien shall extend to any other property, income, assets or
revenues of Holdco, the Guarantor(s) (if any) or any of their respective Subsidiaries;
(f) any extension, renewal or replacement of any Lien described in paragraphs (a) to (e) above, provided
that (i) such extension, renewal or replacement shall be no more restrictive to the relevant Person in any
material respect than the original Lien, (ii) the amount of Indebtedness secured by such Lien is not
increased and (iii) if the property, income, assets or revenues securing the Indebtedness subject to such
Lien are changed in connection with such refinancing, extension or replacement, the Fair Market Value of
such property, income, assets or revenues is not increased;
(g) any Lien on the property, income, assets or revenues of Holdco, the Guarantor(s) (if any) or any of their
respective Subsidiaries securing Indebtedness of Holdco, the Guarantor(s) (if any) or any of its
Subsidiaries incurred in an aggregate principal amount outstanding at any one time not to exceed 20% of
the total assets of Holdco (determined on a consolidated basis by reference to the then most recent
publicly available annual or interim financial statements of Holdco prepared in accordance with IFRS).
For the avoidance of doubt this paragraph (g) does not include any Lien created in accordance with
paragraphs (a) above to (f) or (h) to (n) hereof;
(h) any Lien on the property, income, assets or revenues of Holdco, the Guarantor(s) (if any) or any of their
respective Subsidiaries securing working capital facilities which make advances of a tenor of 180 days or
less with an aggregate principal amount outstanding at any time not to exceed 10%, of the Consolidated
Tangible Assets;
(i) any Lien on any property, income, assets or revenues of Holdco, the Guarantor(s) (if any) or any of
their respective Subsidiaries (including any Capital Stock of an acquired company that is used as security
in connection with the acquisition of such company) securing Indebtedness incurred for the purpose of
financing all or part of the acquisition, maintenance, repair or construction of such property or assets
provided that (i) such Lien is created solely for the purpose of securing Indebtedness incurred by Holdco,
the Guarantor(s) (if any) or the relevant Subsidiary of Holdco in compliance with Condition 4.2 (Financial
Covenants), (ii) no such Lien shall extend to any other property or assets of Holdco, the Guarantor(s) (if
any) or their respective Subsidiaries, (iii) the aggregate principal amount of all Indebtedness secured by
Liens under this paragraph (i) on such property or assets does not exceed the purchase price of such
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property or assets (including customs duties, transport, insurance, construction and installation costs and
other incidental costs and expenses of purchase and any VAT or similar taxes thereon) and (iv) such
Lien attaches to such property or assets concurrently with the maintenance or repair thereof or within
90 days after the acquisition or commencement of construction thereof, as the case may be;
(j) any Lien granted in favour of a Person providing Non-Recourse Project Finance Indebtedness if the Lien is
solely on the property, income, assets or revenues of the project for which the financing was incurred
provided that (i) the person or persons providing such financing limits its recourse solely to the property,
income, assets or revenues subject to such Lien, (ii) such Lien is created solely for the purpose of
securing Indebtedness incurred by Holdco, the Guarantor(s) (if any) or a Subsidiary of Holdco or the
Guarantor(s) (if any) in compliance with Condition 4.2 (Financial Covenants), and (iii) no such Lien
shall extend to any other property, income, assets or revenues of Holdco, or the Guarantor(s) (if any) or
their respective Subsidiaries;
(k) any Lien upon any steel, ferrous metal, iron ore or coal export contract with or through any Material
Subsidiary (including contracts for sale, transportation or exchange, utilisation and pooling declarations
and agreements), and any related inventory and products, and proceeds thereof, which contract is entered
into from time to time between any of Holdco or the Guarantor(s) (if any) or their respective
Subsidiaries, on the one hand, and a purchaser in the ordinary course of the business of Holdco, the
Guarantor(s) (if any) or such Subsidiaries, as the case may be, on the other hand, in a form that is
customary in the steel, iron ore mining or coal mining industry, as applicable;
(l) any Lien in respect of obligations arising under hedging agreements so long as the related Indebtedness is
permitted to be incurred under these Conditions and any such hedging agreement is not speculative;
(m) a right of set-off, right to combine accounts or any analogous right which any bank or other financial
institution may have relating to any credit balance of any member of the Group; and
(n) any Lien for ad valorem, income or property taxes or assessments, customs charges and similar charges
which either are not delinquent or are being contested in good faith by appropriate proceedings for
which Holdco, the Guarantor(s) (if any) or any Subsidiary of Holdco or the Guarantor(s) (if any) has set
aside in its accounts reserves to the extent required by IFRS.
“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organisation or
government or any Agency or political subdivision thereof.
“Potential Event of Default” means any condition, event or act which, with the lapse of time and/or the issue,
making or giving of any notice, certification, declaration, demand, determination and/or request and/or the
taking of any similar action and/or the fulfilment of any similar condition, could constitute an Event of Default.
“Production Assets” means property, plant and equipment of the Group determined in accordance with IFRS.
“Project Subsidiary” means any Subsidiary of the Issuer (a) the Capital Stock of which is partially held by third
party investors, (b) which is established solely for the purpose of ownership, acquisition, development and operation
of an asset or project and (c) which has not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of any member of the Group (other than another Project Subsidiary).
“Purchase Money Indebtedness” means Indebtedness:
(a) where the aggregate principal amount of such Indebtedness does not exceed the Fair Market Value of
the property, plant, equipment or capital assets purchased for use in the business of the Group as at the
date of the incurrence thereof including any refinancing of such Indebtedness that does not increase the
aggregate principal amount (or accreted amount, if less) thereof as of the date of refinancing, and the
maturity of such Indebtedness does not exceed the anticipated useful life of the property, plant,
equipment or capital assets being financed; and
(b) incurred to finance the acquisition, construction, improvement or lease of such property, plant, equipment
or capital assets, including additions and improvements thereto,
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provided, however, that such Indebtedness is incurred within 180 days after the acquisition, construction, improvement or
lease of such property, plant equipment or capital assets by Holdco or a Subsidiary of Holdco.
“Qualified Securitisation Transaction” means any asset securitisation transaction or series of asset securitisation
transactions that may be entered into by the Issuer, the Guarantor(s) (if any) or any Material Subsidiary pursuant to
which such person may sell or otherwise transfer or dispose its accounts receivables and other related assets to (a) a
Securitisation Entity (in the case of a transfer by the Issuer, the Guarantors (if any) or any Material Subsidiary) or
(b) any other Person (in the case of a transfer by a Securitisation Entity).
“Rated Entity” means (a) prior to the Designation Date or the Issuer Substitution Date, the Issuer; (b) with effect
from the Designation Date, the Issuer or the Parent; or (c) with effect from the Issuer Substitution Date, the New
Issuer.
“Rating Agency” means any of Fitch, Moody’s or Standard & Poor’s or if any of Fitch, Moody’s or Standard &
Poor’s cease to publish ratings of securities, any other internationally recognised statistical rating organisation.
“Rating Downgrade” means the downgrade by one or more notches by any Rating Agency of any ratings then
assigned to the Notes by such Rating Agency, provided (a) such downgrade occurs within 60 calendar days
following the Issuer Substitution Date and (b) such Rating Agency shall have publicly announced that such
downgrade results from the Issuer Substitution.
“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem,
defease or retire, or to issue Indebtedness in exchange or replacement for, such Indebtedness in whole or in part.
(i) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of
the Indebtedness being Refinanced; or
(ii) a final maturity earlier than the final maturity of the Indebtedness being Refinanced;
(c) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing
Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the
Indebtedness being Refinanced; and
(d) if the Indebtedness being refinanced is solely Indebtedness of Holdco, then either (i) such Refinancing
Indebtedness shall be Indebtedness solely of the Issuer or Parent or (ii) such Refinancing Indebtedness
shall comply with Condition 4.2(a)(ii) or (iii) (Financial Covenants).
“Relevant Board” means (a) prior to the Designation Date, the Board of Directors of the Issuer; (b) with effect
from the Designation Date, the Board of Directors of Holdco; and (c) with effect from the Issuer Substitution Date,
the Board of Directors of the New Issuer.
“Reporting Package” means, for any period, the financial statements of a Material Subsidiary prepared in
accordance with IFRS and used in preparing the consolidated financial statements of Holdco for such period
prepared in accordance with IFRS.
“Russia” shall mean the Russian Federation and any province or political subdivision or Agency thereof or
therein, and “Russian” shall be construed accordingly.
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“Securitisation Entity” means a wholly owned Material Subsidiary, or a wholly owned Subsidiary of another
Person in which Holdco, the Guarantor(s) (if any) or any Affiliate of Holdco or the Guarantor(s) (if any) makes an
Investment, and in each case to which Holdco, the Guarantor(s) (if any) or any Affiliate of Holdco or the
Guarantor(s) (if any) transfers accounts receivables and related assets, that engages in no activities other than in
connection with the financing of accounts receivables which is designated by the Board of Directors of Holdco or
the Guarantor(s) (if any) (as provided below) as a Securitisation Entity; and
(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:
(i) is guaranteed by Holdco, the Guarantor(s) (if any) or any Material Subsidiary;
(ii) gives recourse to or obliges Holdco, the Guarantor(s) (if any) or any Material Subsidiary
(other than such Securitisation Entity) in any way; or
(iii) subjects any property or asset of Holdco, the Guarantor(s) (if any) or any Material Subsidiary
(other than such Securitisation Entity), directly or indirectly, contingently or otherwise, to the
satisfaction thereof,
in each case other than pursuant to representations, warranties, covenants and indemnities by
Holdco, the Guarantors) (if any) or any Material Subsidiary that are reasonably customary in an
accounts receivables securitisation transaction;
(b) with which none of Holdco, the Guarantor(s) (if any) or any Material Subsidiary (other than such
Securitisation Entity) has any material contract, agreement, arrangement or understanding other than on
terms no less favourable to Holdco, the Guarantor(s) (if any) or the relevant Material Subsidiary than
those that might be obtained at the time from Persons that are not Affiliates of Holdco or the Guarantors
(if any), other than fees payable in the ordinary course of business in connection with servicing
accounts receivable of such entity; and
(c) to which none of Holdco, the Guarantor(s) (if any) or the Material Subsidiaries (other than such
Securitisation Entity) has any obligation to maintain or preserve such entity’s financial condition or
cause such entity to achieve certain levels of operating results.
Any designation of a Material Subsidiary or an Affiliate as a Securitisation Entity shall be evidenced to the Trustee
by filing with the Trustee a certified copy of the resolution of the relevant Board of Directors giving effect to the
designation and any officers’ certificate certifying that the designation complied with the preceding conditions and was
permitted by these Conditions which shall be binding on the Trustee.
“Standard & Poor’s” means Standard & Poor’s Credit Market Services France SAS, or any successor to its
ratings business.
“Subordinated Shareholder Funding” means any subordinated Indebtedness issued by Holdco or the Issuer to a
Parent Entity of Holdco, that by its terms or pursuant to the terms of subordination agreement to which the
Trustee, on behalf of the Noteholders, is a party:
(a) does not mature and is not mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder, in whole or in part, and does not include any provision
requiring repurchase or otherwise become due and payable prior to the date that is one year after the date
on which the Notes mature (other than through conversion or exchange of any security or instrument for
Capital Stock of Holdco or the Issuer or for any other security or instrument meeting the requirements of
the definition);
(b) does not require to provide for the payment, in cash, is interest or any other amounts prior to its final
stated maturity (provided, interest may accrue while such subordinated Indebtedness is outstanding);
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(c) does not provide for acceleration of its maturity or the exercise of remedies prior to the date that is one
year after the date on which the Notes mature and are repaid other than by converting it into Capital
Stock; and
(d) is not secured by a Lien on any asset of Holdco or any Subsidiary of Holdco.
“Subsidiary” of any Person means (a) any corporation more than 50% of the outstanding voting power of the
Capital Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other
Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof, (b) any limited
partnership of which such Person or any Affiliate of such Person is a general partner, (c) any other Person in
which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other
Subsidiaries, directly or indirectly, has more than 50% of the outstanding partnership or similar interests or has the
power, by contract or otherwise, to direct or cause the direction of the policies, management and affairs thereof
or (d) any Person whose financial statements are required by IFRS to be consolidated into the financial statements of
such Person.
“Subsidiary Indebtedness Threshold” means 30% of Holdco’s Consolidated Tangible Assets.
“Treasury Rate” means the yield to maturity at the time of computation of U.S. Treasury securities with a constant
maturity most nearly equal to the period from the redemption date to 20 March 2023. Holdco will obtain such yield
to maturity from the information compiled and published in the most recent Federal Reserve Statistical Release H.
15(519) which has become publicly available at least two Business Days prior to the redemption date. If such
Statistical Release is no longer published, Holdco will use any publicly available source or similar market data. If the
period from the redemption date to 20 March 2023 is not equal to the constant maturity of a U.S. Treasury security
for which a weekly average yield is given, Holdco will obtain the Treasury Rate by linear interpolation, calculated to
the nearest one-twelfth of a year, from the weekly average yields of U.S. Treasury securities for which such yields
are given. If the period from the redemption date to 20 March 2023 is less than one year, Holdco will use the
weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year to make
such calculation.
“U.S. Dollar Equivalent” means with respect to any amount denominated in a currency other than U.S. Dollars, at
any time for the determination thereof, the amount of U.S. Dollars obtained by converting such other currency
involved into U.S. Dollars at the spot rate for the purchase of U.S. Dollars with such other currency as most recently
published under “Currency Rates” in the section of the Financial Times entitled “Currencies, Bonds & Interest
Rates”.
“U.S. GAAP” means United States generally accepted accounting principles as in effect from time to time.
“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years
obtained by dividing:
(a) the then outstanding aggregate principal amount or liquidation preference, as the case may be, of such
Indebtedness into:
(ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such
date and the making of such payment.
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TRANSFER RESTRICTIONS
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER AND ANY
PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A (A “QIB”), THAT IS ACQUIRING THIS NOTE FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBS, (2) TO A NON-U.S. PERSON IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THE NOTES.
EACH PURCHASER OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT
EITHER (A) IT IS NOT AND FOR SO LONG AS IT HOLDS THIS NOTE (OR ANY INTEREST THEREIN)
WILL NOT BE (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE UNITED
STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS
SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF
THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE, OR ARE DEEMED TO INCLUDES THE ASSETS OF
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ANY SUCH EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA OR OTHER NON U.S. PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR (IV) A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN
WHICH IS SUBJECT TO ANY UNITED STATES FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE,
OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR ANY INTEREST HEREIN)
WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE FOR WHICH AN EXEMPTION IS NOT AVAILABLE (OR, IN THE
CASE OF SUCH A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, A VIOLATION OF ANY SUCH
SUBSTANTIALLY SIMILAR U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW). ANY PURPORTED
PURCHASE OF THIS NOTE (OR ANY INTEREST HEREIN) THAT DOES NOT COMPLY WITH THE
FOREGOING SHALL BE NULL AND VOID AB INITIO.
5. It understands that the Issuer, the Registrar, the Joint Lead Managers and Bookrunners and their
affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and
agreements. If it is acquiring any Notes for the account of one or more QIBs, it represents that it has sole investment
discretion with respect to each of those accounts and that it has full power to make the foregoing
acknowledgements, representations and agreements on behalf of each account.
6. It understands that the Rule 144A Notes will be evidenced by a Rule 144A Global Note Certificate.
Before any interest in the Rule 144A Global Notes may be offered, sold, pledged or otherwise transferred to a
person who takes delivery in the form of an interest in the Regulation S Global Note Certificate, it will be required
to provide the Transfer Agent with a written certification (in the form provided in the Agency Agreement) as to
compliance with applicable securities laws.
Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A.
Regulation S Notes
Each purchaser of Notes outside the United States pursuant to Regulation S and each subsequent purchaser
of such Notes by accepting delivery of this Prospectus and the Notes, will be deemed to have represented, agreed
and acknowledged that:
1. It is, or at the time Notes are purchased will be, the beneficial owner of such Notes and is
purchasing the Notes in an offshore transaction pursuant to Regulation S.
2. It understands that such Notes have not been and will not be registered under the Securities Act and
that it will not offer, sell, pledge or otherwise transfer such Notes except (a) in accordance with Rule 144A to a
person that it and any person acting on its behalf reasonably believes is a QIB purchasing for its own account or the
account of a QIB or (b) to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S, in each case in accordance with any applicable securities laws of any State of the United States.
3. The purchaser of the Notes will be deemed to represent, warrant and agree that it is not and for so
long as it holds a Note (or any interest therein) will not be (A) (i) an “employee benefit plan” as defined in Section
3(3) of ERISA that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the Code,
(iii) an entity whose underlying assets include, or are deemed to include, the assets of any such employee benefit plan
subject to Title I of ERISA or other plan subject to Section 4975 of the Code, or (iv) a governmental, church or non-
U.S. plan which is subject to any U.S. federal, state, local or non-U.S. law, that is substantially similar to the
provisions of Section 406 of ERISA or Section 4975 of the Code, or (B) its acquisition, holding and disposition of
the Notes (or any interest therein) will not constitute or result in a prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code for which an exemption is not available (or, in the case of such a governmental,
church or non-U.S. plan, a violation of any such substantially similar U.S. federal, state, local or non-U.S. law). Any
purported purchase of a Note (or an interest therein) that does not comply with the foregoing shall be null and void
ab initio.
4. Any purported purchase of a Note (or any interest therein) that does not comply with the foregoing
shall be null and void ab initio.
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5. It understands that such Notes, unless otherwise determined by the Issuer in accordance with
applicable law, will bear a legend substantially to the following effect:
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO OR FOR
THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT.
EACH PURCHASER OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT
IT IS NOT AND FOR SO LONG AS IT HOLDS THIS NOTE (OR ANY INTEREST THEREIN) WILL NOT BE
(A)(I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE
I OF ERISA, (II) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE, OR ARE DEEMED TO INCLUDE, THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN SUBJECT TO TITLE I OF ERISA OR OTHER PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR
(IV) A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO ANY U.S. FEDERAL,
STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR (B) ITS ACQUISITION, HOLDING AND
DISPOSITION OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR
WHICH AN EXEMPTION IS NOT AVAILABLE (OR, IN THE CASE OF SUCH A GOVERNMENTAL,
CHURCH OR NON-U.S. PLAN, A VIOLATION OF ANY SUCH SUBSTANTIALLY SIMILAR U.S. FEDERAL,
STATE, LOCAL OR NON-U.S. LAW). ANY PURPORTED PURCHASE OF THIS NOTE (OR ANY INTEREST
HEREIN) THAT DOES NOT COMPLY WITH THE FOREGOING SHALL BE NULL AND VOID AB INITIO.
6. It understands that the Issuer, the Registrar, the Joint Lead Managers and Bookrunners and their
affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and
agreements.
7. It understands that the Notes offered in reliance on Regulation S will be represented by the
Regulation S Global Note Certificate. Before any interest in the Regulation S Global Note Certificate may be
offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in the Rule
144A Global Note Certificate, it will be required to provide the Transfer Agent with a written certification (in the
form provided in the Agency Agreement) as to compliance with applicable securities laws.
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ERISA AND CERTAIN OTHER UNITED STATES CONSIDERATIONS
The United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), imposes
certain requirements on “employee benefit plans” (as defined in Section 3(3) of ERISA) subject to Title I of ERISA,
including entities such as collective investment funds and separate accounts whose underlying assets include the
assets of such plans (collectively, “ERISA Plans”) and on those persons who are fiduciaries with respect to ERISA
Plans.
Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of an
ERISA Plan (as well as those plans that are not subject to ERISA but which are subject to Section 4975 of the Code,
such as individual retirement accounts (together with ERISA Plans, “Plans”)) and certain persons (referred to as
“parties in interest” or “disqualified persons”) having certain relationships to such Plans, unless a statutory or
administrative exemption is applicable to the transaction. Prohibited transactions within the meaning of Section 406
of ERISA or Section 4975 of the Code may arise if any Notes are acquired by a Plan with respect to which any of
the Issuer, the Joint Lead Managers and Bookrunners or any of their respective affiliates are a party in interest or a
disqualified person. Certain exemptions from the prohibited transaction provisions of Section 406 of ERISA and
Section 4975 of the Code may be applicable, however, depending in part on the type of Plan fiduciary making the
decision to acquire Notes and the circumstances under which such decision is made. Included among these
exemptions are Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code (relating to transactions between
a person that is a party in interest (other than a fiduciary or an affiliate that has or exercises discretionary authority
or control or renders investment advice with respect to assets involved in the transaction) solely by reason of
providing services to the plan, provided that there is adequate consideration for the transaction), Prohibited
Transaction Class Exemption (“PTCE”) 91-38 (relating to investments by bank collective investment funds), PTCE
84-14 (relating to transactions effected by a qualified professional asset manager), PTCE 95-60 (relating to
transactions involving insurance company general accounts), PTCE 90-1 (relating to investments by insurance
company pooled separate accounts) and PTCE 96-23 (relating to transactions determined by in-house asset
managers). Prospective investors should consult with their advisors regarding the prohibited transaction rules and
these exceptions. There can be no assurance that any exemption will be available with respect to any particular
transaction involving the Notes, or that, if an exemption is available, it will cover all aspects of any particular
transaction. By its purchase of any Notes (or any interest in a Note), each purchaser (whether in the case of the initial
purchase or in the case of a subsequent transfer) will be deemed to have represented and agreed either that (i) it is not
and for so long as it holds a Note (or any interest therein) will not be a Plan, an entity whose underlying assets
include, or are deemed to include, the assets of any such Plan (each of the foregoing, a “Benefit Plan Investor”), or
a governmental, church or non-U.S. plan which is subject to any U.S. federal, state, local or non-U.S. law, that is
substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, or (ii) its acquisition,
holding and disposition of the Notes (or any interest therein) will not constitute or result in a prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available (or, in the case of
such a governmental, church or non-U.S. plan, a violation of any such substantially similar U.S. federal, state, local
or non-U.S. law). Any purported purchase of a Note (or an interest therein) that does not comply with the foregoing
shall be null and void ab initio.
Governmental plans as defined in Section 3(32) of ERISA, certain church plans as defined in Section 3(33)
of ERISA and non-U.S. plans as described in Section 4(6)(4) of ERISA, while not subject to the fiduciary
responsibility provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be subject to
state, local, other federal or non-U.S. laws that are substantially similar to ERISA and Section 4975 of the Code.
Fiduciaries of any such plans should consult with their counsel before purchasing any Notes.
The foregoing discussion is general in nature and not intended to be all-inclusive. Any Plan fiduciary who
proposes to cause a Plan to purchase any Notes should consult with its counsel regarding the applicability of the
fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code to such an
investment, and to confirm that such investment will not constitute or result in a non-exempt prohibited transaction
or any other violation of an applicable requirement of ERISA.
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The sale of Notes to a Plan is in no respect a representation by the Issuer, the Joint Lead Managers and
Bookrunners that such an investment meets all relevant requirements with respect to investments by Plans generally
or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan.
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SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
Any beneficial interest in the Regulation S Global Note Certificate that is transferred to a person who
takes delivery in the form of an interest in the Rule 144A Global Note Certificate will, upon transfer, cease to
be an interest in the Regulation S Global Note Certificate and become an interest in the Rule 144A Global
Note Certificate, and, accordingly, will thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in the Rule 144A Global Note Certificate for as long as it remains such an
interest. Any beneficial interest in the Rule 144A Global Note Certificate that is transferred to a person who
takes delivery in the form of an interest in the Regulation S Global Note Certificate will, upon transfer, cease
to be an interest in the Rule 144A Global Note Certificate and become an interest in the Regulation S Global
Note Certificate and, accordingly, will thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in the Regulation S Global Note Certificate for so long as it remains such an
207
interest. No service charge will be made for any registration of transfer or exchange of Notes, but the
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. Except in the limited circumstances described below, owners of beneficial interests in
Global Note Certificates will not be entitled to receive physical delivery of the Individual Certificates. The
Notes are not issuable in bearer form.
In the event that a Global Note Certificate is exchanged for Individual Certificates, such Individual
Certificates shall be issued in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000
in excess thereof. Noteholders who hold Notes in the relevant clearing system in amounts that are not integral
multiples of U.S.$200,000 or U.S.$1,000 in excess thereof may need to purchase or sell, on or before the
relevant Exchange Date (as defined below), a principal amount of Notes such that their holding is an integral
multiple of U.S.$200,000 or U.S.$1,000 in excess thereof.
Whenever a Global Note Certificate is to be exchanged for Individual Certificates, such Individual
Certificates will be issued in an aggregate principal amount equal to the principal amount of such Global Note
Certificate within five business days of the delivery, by or on behalf of the registered holder of the Global
Note Certificate, DTC, Euroclear and/or Clearstream, Luxembourg to the Registrar of such information as is
required to complete and deliver such Individual Certificates (including, without limitation, the names and
addresses of the persons in whose names the Individual Certificates are to be registered and the principal
amount of each such person’s holding) against the surrender of the Global Note Certificate at the specified
office of the Registrar. Such exchange will be effected in accordance with the provisions of the Agency
Agreement and the regulations concerning the transfer and registration of Notes scheduled thereto and, in
particular, shall be effected without charge to any holder or the Trustee, but against such indemnity as the
Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or
imposed in connection with such exchange.
The Registrar will not register the transfer of, or exchange of interests in, the Global Note Certificate
for Individual Certificates for a period of 15 calendar days ending on the date for any payment of principal or
interest in respect of the Notes.
“Exchange Date” means a day falling not later than 90 days after that on which the notice requiring
exchange is given and on which banks are open for business in the city in which the specified office of the
Registrar or the Transfer Agent is located.
Delivery
In such circumstances, the relevant Global Note Certificate shall be exchanged in full for Individual
Certificates and the Issuer will, free of charge to the Noteholders (but against such indemnity as the Registrar
or the Transfer Agent may require in respect of any tax or other duty of whatever nature which may be levied
or imposed in connection with such exchange), cause sufficient Individual Certificates to be executed and
delivered to the Registrar for completion, authentication and dispatch to the relevant Noteholders. A person
having an interest in a Global Note Certificate must provide the Registrar with (a) a written order containing
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instructions and such other information as the Issuer and the Registrar may require to complete, execute and
deliver such Notes and (b) in the case of the Rule 144A Global Note Certificate only, a fully completed,
signed certification substantially to the effect that the exchanging holder is not transferring its interest at the
time of such exchange or, in the case of simultaneous sale pursuant to Rule 144A, a certification that the
transfer is being made in compliance with the provisions of Rule 144A to a QIB. Individual Certificates
issued in exchange for a beneficial interest in the Rule 144A Global Note Certificate shall bear the legend
applicable to transfers pursuant to Rule 144A, as set out under “Transfer Restrictions”.
Payments
Payments of principal and interest in respect of Notes evidenced by a Global Note Certificate will be
made to the person who appears on the register of the Noteholders as holder of the Notes represented by a
Global Note Certificate on the Clearing System Business Day (as defined below) immediately prior to the
date of the relevant payment against presentation and, if no further payment falls to be made in respect of the
relevant Notes, surrender of such Global Note Certificate to or to the order of the Principal Paying Agent or
such other Paying Agent or Transfer Agent as shall have been notified to the relevant Noteholders for such
purpose. Upon any payment of principal or interest on a Global Note Certificate the amount so paid shall be
endorsed by or on behalf of the Principal Paying Agent on behalf of the Issuer in the appropriate schedule to
the relevant Global Note Certificate, which endorsement will be prima facie evidence that such payment has
been made in respect of the relevant Notes. As used in this paragraph, “Clearing System Business Day”
means Monday to Friday inclusive except 25 December and 1 January.
Prescription
Claims against the Issuer in respect of principal or premium and interest on the Notes while the Notes
are represented by a Global Note Certificate will be prescribed after 10 years (in the case of principal and
premium) and five years (in the case of interest) from the appropriate due date.
Trustee’s Powers
In considering the interests of holders of the Notes while the Global Note Certificates are held on
behalf of a clearing system, the Trustee may have regard to any information provided to it by such clearing
system or its operator as to the identity (either individually or by category) of its accountholders with
entitlements to each Global Note Certificate and may consider such interests as if such accountholders were
the holder of any Global Note Certificate.
Notices
Notwithstanding Condition 13 (Notices), for so long as a Global Note Certificate is held on behalf of
DTC, Euroclear and Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing
System”), notices to holders of Notes represented by a Global Note Certificate may be given by delivery of
the relevant notice to DTC, Euroclear, Clearstream, Luxembourg or (as the case may be) such Alternative
Clearing System. Any such notice shall be deemed to be given to the holders of the Notes on the day on which
such notice is delivered to DTC, Euroclear, Clearstream or (as the case may be) the Alternative Clearing
System, provided that for so long as the Notes are listed and admitted to trading on the Irish Stock Exchange,
notices will also be filed at the Companies Announcements Office of the Irish Stock Exchange.
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Meetings
The holder of each Global Note Certificate will be treated as being two persons for the purposes of any
quorum requirements of, or the right to demand a poll at, a meeting of holders of the Notes and, at any such
meeting, as having one vote in respect of each U.S.$1,000 in principal amount of Notes for which the relevant
Global Note Certificate may be exchanged.
Cancellation
Cancellation of any Note required by the Terms and Conditions of the Notes to be cancelled will be
effected by reduction in the principal amount of the applicable Global Note Certificate.
Put Option
For so long as all of the Notes are represented by one or more Global Note Certificates and such
Global Note Certificates are held on behalf of DTC, Euroclear or Clearstream, Luxembourg, the option of the
Noteholders provided for in Condition 7.4 (Redemption at the option of Noteholders upon a Rating
Downgrade) may be exercised by an Accountholder giving notice to the Principal Paying Agent in accordance
with the standard procedures of DTC, Euroclear or Clearstream, Luxembourg as the case may be (which may
include notice being given on such Noteholder’s instruction by DTC, Euroclear or Clearstream, Luxembourg
or any common depositary for them to the Principal Paying Agent by electronic means) of the principal
amount of the Notes in respect of which such option is exercised.
As used herein, “Accountholder” means each person who is for the time being shown in the records
of DTC, Euroclear, or Clearstream, Luxembourg as the holder of a particular amount of Notes represented by
the relevant Global Note Certificate.
Legends
The holder of an Individual Certificate may transfer the Notes evidenced thereby in whole or in part in
the applicable minimum denomination by surrendering it at the specified office of the Registrar or any
Transfer Agent, together with the completed form of transfer thereon. Upon the transfer, exchange or
replacement of a Rule 144A Individual Certificate bearing the legend referred to under “Transfer
Restrictions”, or upon specific request for removal of the legend on a Rule 144A Individual Certificate, the
Issuer will deliver only Rule 144A Individual Certificates that bear such legend, or will refuse to remove such
legend, as the case may be, unless there is delivered to the Issuer and the Registrar such satisfactory evidence,
which may include an opinion of counsel, as may reasonably be required by the Issuer that neither the legend
nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the
Securities Act.
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CLEARING AND SETTLEMENT
DTC
DTC has advised the Issuer as follows: DTC is a limited purpose trust company organised under the
laws of the State of New York, a “banking organisation” under the laws of the State of New York, a member
of the United States Federal Reserve System, a “clearing corporation” within the meaning of the New York
Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of
the Exchange Act. DTC was created to hold securities for its Participants and facilitate the clearance and
settlement of securities transactions between Participants through electronic computerised book-entry changes
in accounts of its Participants, thereby eliminating the need for physical movement of certificates. Participants
include securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organisations. Indirect access to DTC is available to others, such as banks, securities brokers, dealers and trust
companies, that clear through or maintain a custodial relationship with a DTC Direct Participant, either
directly or indirectly.
Investors may hold their interests in the Rule 144A Global Note Certificate directly through DTC if
they are Direct Participants in the DTC system, or as Indirect Participants through organisations which are
Direct Participants in such system.
DTC has advised the Issuer that it will take any action permitted to be taken by a holder of Notes only
at the direction of one or more Direct Participants and only in respect of such portion of the aggregate
principal amount of the Rule 144A Global Note Certificate as to which such Participant or Participants has or
have given such direction. However, in the circumstances described under “Summary of Provisions Relating
to the Notes while in Global Form— Exchange for Individual Certificates”, DTC will surrender the Rule
144A Individual Certificate for exchange for individual Rule 144A definitive note certificates (which will
bear the legend applicable to transfers pursuant to Rule 144A).
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Book-Entry Ownership
The address of Euroclear is 1 Boulevard du Roi Albert 11, B-1210 Brussels, Belgium, and the address
of Clearstream, Luxembourg is 42A, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of
Luxembourg.
DTC
The Rule 144A Global Note Certificate representing the Rule 144A Notes will have an ISIN, a
Common Code and a CUSIP number and will be deposited with a custodian (the “Custodian”) for, and
registered in the name of Cede & Co. as nominee of, DTC. The Custodian and DTC will electronically record
the principal amount of the Notes held within the DTC System. The address of DTC is 55 Water Street, New
York, New York 10041, United States of America.
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Transfers of ownership interests in Notes held within the clearing system will be effected by entries
made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in such Notes, unless and until interests in any Global Note
Certificate held within a clearing system are exchanged for Individual Certificates.
No clearing system has knowledge of the actual Beneficial Owners of the Notes held within such
clearing system, and its records will reflect only the identity of the Direct Participants to whose accounts such
Notes are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible
for keeping account of their holdings on behalf of their customers. Conveyance of notices and other
communications by the clearing systems to Direct Participants, by Direct Participants to Indirect Participants,
and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
The laws of some jurisdictions may require that certain persons take physical delivery in definitive
form of securities. Consequently, the ability to transfer interests in a Global Note Certificate to such persons
may be limited. As DTC can only act on behalf of Direct Participants, who in turn act on behalf of Indirect
Participants, the ability of a person having an interest in the Rule 144A Global Note Certificate to pledge such
interest to persons or entities that do not participate in DTC, or otherwise take actions in respect of such
interest, may be effected by a lack of physical certificate in respect of such interest.
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Trading between Euroclear/Clearstream, Luxembourg seller and DTC purchaser
When book-entry interests in the Notes are to be transferred from the account of a Euroclear or
Clearstream, Luxembourg accountholder to the account of a DTC Participant wishing to purchase a beneficial
interest in the Rule 144A Global Note Certificate (subject to the certification procedures provided in the
Agency Agreement), the Euroclear or Clearstream, Luxembourg Participant must send to Euroclear or
Clearstream, Luxembourg delivery free of payment instructions by 7:45 p.m., Brussels or Luxembourg time,
one business day prior to the settlement date. Euroclear or Clearstream, Luxembourg, as the case may be, will
in turn transmit appropriate instructions to the common depositary for Euroclear and Clearstream,
Luxembourg and the Registrar to arrange delivery to the DTC Participant on the settlement date. Separate
payment arrangements are required to be made between the DTC Participant and the relevant Euroclear or
Clearstream, Luxembourg accountholder, as the case may be. On the settlement date, the common depositary
for Euroclear and Clearstream, Luxembourg will (a) transmit appropriate instructions to the custodian of the
Rule 144A Global Note Certificate who will in turn deliver such book-entry interests in the Notes free of
payment to the relevant account of the DTC Participant and (b) instruct the Registrar to (i) decrease the amount
of Notes registered in the name of the nominee of the common depositary for Euroclear and Clearstream,
Luxembourg and evidenced by the Regulation S Global Note Certificate; and (ii) increase the amount of
Notes registered in the name of Cede & Co. and evidenced by the Rule 144A Global Note Certificate.
Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the foregoing procedures in
order to facilitate transfers of beneficial interests in Global Note Certificates among Participants and
accountholders of DTC, Euroclear and Clearstream, Luxembourg, they are under no obligation to perform or
continue to perform such procedure, and such procedures may be discontinued at any time. None of the
Issuer, the Trustee or any Agent will have the responsibility for the performance by DTC, Euroclear,
Clearstream, Luxembourg or their respective Direct or Indirect Participants of their respective obligations
under the rules and procedures governing their operations.
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SUBSCRIPTION AND SALE
Bank GPB International S.A., Citigroup Global Markets Limited, Deutsche Bank AG, London Branch,
J.P. Morgan Securities plc and VTB Capital plc (the “Joint Lead Managers and Bookrunners”) have,
pursuant to a subscription agreement dated 16 March 2017 between the Issuer, the Joint Lead Managers and
Bookrunners relating to the Notes (the “Subscription Agreement”), severally agreed to subscribe or procure
subscribers for the amount of Notes set out below at the issue price of 100% of the principal amount of the
Notes (the “Issue Price”).
Bank Purchase Commitment
(U.S.$)
Bank GPB International S.A. .............................................................................................. 150,000,000
General
The Subscription Agreement provides that the Issuer will also pay the Joint Lead Managers and
Bookrunners their fees, commissions and expenses, and the Issuer has agreed to indemnify the Joint Lead
Managers and Bookrunners against certain liabilities, incurred in connection with the issue of the Notes. The
Joint Lead Managers and Bookrunners must purchase all the Notes if they purchase any of the Notes. The
offering of the Notes by the Joint Lead Managers and Bookrunners is subject to the Joint Lead Managers’ and
Bookrunners’ right to reject any order in whole or in part. The Subscription Agreement may be terminated in
certain circumstances set out therein prior to the time that payment is due to the Issuer in respect of the Notes.
The Joint Lead Managers and Bookrunners have advised the Issuer that they currently intend to make a
market in the Notes. However, they are not obliged to do so, and they may discontinue any market-making
activities with respect to the Notes at any time without notice. Accordingly, the Issuer cannot provide any
assurances to Noteholders as to the liquidity of or the trading market for the Notes.
The Joint Lead Managers and Bookrunners and their respective affiliates are full service financial
institutions engaged in various activities, which may include securities trading, commercial and investment
215
banking, financial advisory, investment management, principal investment, hedging, financing and brokerage
activities. The Joint Lead Managers and Bookrunners or their respective affiliates may have performed
investment banking and advisory services for the Issuer and its affiliates from time to time for which they
may have received customary fees and expenses.
In the ordinary course of their various business activities, the Joint Lead Managers and Bookrunners
and their respective affiliates may make or hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and financial instruments (including bank loans) for their
own account and for the accounts of their customers and may at any time hold long and short positions in
such securities and instruments. Such investment and securities activities may involve securities and
instruments of the Issuer.
United States
The Notes have not been and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States. The Notes are being offered and
sold outside the United States by the Joint Lead Managers and Bookrunners in accordance with Regulation S
and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.
persons except to certain qualified institutional buyers in reliance on Rule 144A under the Securities Act and
to certain persons in offshore transaction in reliance on Regulation S. In addition, until the expiration of 40
days after the commencement of the Offering, an offer or sales of the Notes within the United States by any
dealer (whether or not participating in the Offering) may violate the registration requirements of the Securities
Act. Terms used in this paragraph have the meanings given to them by Regulation S.
The Issuer has been informed that the Joint Lead Managers and Bookrunners propose to resell the
Notes at the offering price set forth on the cover page of this Prospectus within the United States to persons
reasonably believed to be QIBs in reliance upon Rule 144A, and in offshore transactions in accordance with
Rule 903 or Rule 904 of Regulation S. The price at which the Notes are offered may be changed at any time
without notice.
Each Joint Lead Manager and Bookrunner has represented and agreed that, except as permitted by the
Subscription Agreement, it has not offered, sold or delivered, and will not offer, sell or deliver, the Notes:
(b) otherwise, until 40 days after the later of the commencement of the offering and the issue date
of the Notes (the “distribution compliance period”), within the United States or to, or for the
account or benefit of, U.S. Persons except in accordance with Rule 903 or Rule 904 of
Regulation S or Rule 144A and that it will have sent to each dealer to which it sells any Notes
during the distribution compliance period a confirmation or other notice substantially to the
following effect:
The Notes received hereby have not been registered under the United States Securities Act of
1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for
the account of benefit of U.S. persons, (i) as part of their distribution at any time or (ii)
otherwise until 40 days after the later of the commencement of the offering and the closing date
except in either case in accordance with Regulation S under the Securities Act (“Regulation
S”). Terms used above have the meaning given to them by Regulation S.
Offers and sales of the Notes in the United States will be made by those Joint Lead Managers and
Bookrunners or their affiliates that are registered broker-dealers under the Exchange Act, or in accordance
with Rule 15a-6 thereunder. To the extent that the Joint Lead Managers and Bookrunners intend to effect any
216
sales of the Notes in the United States, they will do so through their respective U.S. broker-dealer affiliates, or
one or more U.S. registered broker-dealers or as otherwise permitted by applicable United States law.
United Kingdom
Each Joint Lead Manager and Bookrunner has represented and agreed that:
(a) it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Notes in, from or otherwise involving the United
Kingdom; and
(b) it has only communicated or caused to be communicated and will only communicate or cause to
be communicated an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the
Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer.
Russian Federation
Each Joint Lead Manager and Bookrunner has represented and agreed that it has not offered or sold or
otherwise transferred and will not offer or sell or otherwise transfer as part of their initial distribution or at any
time thereafter any Notes to or for the benefit of any persons (including legal entities) resident, incorporated,
established or having their usual residence in Russia or to any person located within the territory of Russia
unless and to the extent otherwise permitted under the law of Russia.
General
These selling restrictions may be modified by the agreement of the Issuer, the Joint Lead Managers
and Bookrunners following a change in a relevant law, regulation or directive.
Each Joint Lead Manager and Bookrunner has agreed that it has, to the best of its knowledge and
belief, complied and will comply in all material respects with applicable laws and regulations in each
jurisdiction in which it offers, sells or delivers Notes or distributes this Prospectus (and any amendments
thereof and supplements thereto) or any other offering or publicity material relating to the Notes or the Issuer.
No action has been taken, in any jurisdiction, by the Issuer or any of the Joint Lead Managers and
Bookrunners that would, or is intended to, permit a public offer of the Notes or possession or distribution of
the Prospectus or any other offering or publicity material relating to the Notes in any country or jurisdiction
where any such action for that purpose is required. Accordingly, each Joint Lead Manager and Bookrunner
has undertaken that it will not, directly or indirectly, offer or sell any Notes or have in its possession,
distribute or publish any prospectus, offering circular, form of application, advertisement or other document
or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge
and belief, result in compliance in all material respects with any applicable laws and regulations, and all offers
and sales of the Notes by it will be made on the same terms.
Persons into whose hands this Prospectus comes are required by the Issuer and the Joint Lead
Managers and Bookrunners to comply with all applicable laws and regulations in each country or jurisdiction
in which they purchase, offer, sell or deliver Notes or have in their possession, distribute or publish this
Prospectus or any other offering material relating to the Notes, in all cases, at their own expense.
217
TAXATION
The following summary of certain Luxembourg and the United States consequences of ownership of
the Notes is based upon laws, regulations, decrees, rulings, income tax conventions (treaties), administrative
practice and judicial decisions in effect at the date of this Prospectus. Legislative, judicial or administrative
changes or interpretations may, however, be forthcoming that could alter or modify the statements and
conclusions set forth herein. Any such changes or interpretations may be retroactive and could affect the tax
consequences to holders of the Notes. This summary does not purport to be a legal opinion or to address all
tax aspects that may be relevant to a holder of the Notes. Each prospective holder is urged to consult its own
tax adviser as to the particular tax consequences to such holder of the ownership and disposition of the Notes,
including the applicability and effect of any other tax laws or tax treaties, and of pending or proposed
changes in applicable tax laws as of the date of this Prospectus, and of any actual changes in applicable tax
laws after such date.
The following is a general discussion of certain Luxembourg tax consequences of the acquisition,
ownership and disposal of the Notes by purchasers resident or non-resident in Luxembourg. The discussion is
based on laws currently in force and as applied in practice on the date of this Prospectus, all of which are
subject to change, possibly with retroactive effect. The information provided below does not purport to be a
complete or exhaustive summary of the tax laws and practice currently applicable in Luxembourg.
Prospective investors should therefore consult their own tax advisers regarding the tax consequences of
investing in the Notes in their own particular circumstances.
Withholding tax
Under Luxembourg tax law currently in effect, no withholding tax for Luxembourg resident and non-
resident Noteholders on payments of interest (including accrued but unpaid interest) applies to the extent that
the interest rate of the Notes is at arm’s length and is not profit participating, subject to the Luxembourg law
of 23 December 2005, as amended, which has introduced a 20% withholding tax on savings income in full
discharge of Luxembourg income tax thereon for Luxembourg resident individual beneficial owners acting in
the course of the management of their private wealth. Responsibility for the withholding will be assumed by
the Luxembourg paying agent. For the avoidance of doubt, the Issuer undertakes in Condition 6.5(b) of the
Terms and Conditions to maintain a paying agent.
218
Taxation of Luxembourg residents—General
Noteholders who are residents of Luxembourg, or non-resident Noteholders who have a permanent
establishment, a permanent representative or a fixed base of business in Luxembourg with which the holding
of the Notes is connected, must for income tax purposes, include any interest received as business income in
their taxable income. They will not be liable to any Luxembourg income tax on repayment of principal.
The definition of “capital gain” corresponds to the difference between the subscription or acquisition
price and the sale price, but excludes any accrued interest income, which is taxed as portfolio income (as
discussed below).
Luxembourg resident individual Noteholders are not subject to taxation on capital gains upon the
disposal of the Notes unless the Notes are disposed of within six months of the date of acquisition of such
Notes or the disposal of the Notes precedes the acquisition of the Notes. Such speculative gain is taxable as
miscellaneous income, and consequently added to the taxpayers’ other income for determining their taxable
basis. As such, it is subject to the progressive income tax table (up to a maximum of 45.78%). Yearly
speculative gains less than €500 are exempted.
Taxation of the portion of the repurchase or redemption price corresponding to accrued but unpaid
interest
Upon a repurchase or redemption of the Notes, the portion of the repurchase or redemption price
corresponding to accrued but unpaid interest is taxable as portfolio income and consequently added to
taxpayers’ other income for determining their taxable basis. A yearly lump-sum deduction of €1,500 (which is
doubled for married taxpayers who are taxable jointly) applies on total portfolio income received during the
year.
Luxembourg net wealth tax (payable annually as at 1 January of each year at the rate of 0.5% on the
tranche up to EUR 500,000,000 and at a rate of 0.05% on the tranche exceeding EUR 500,000,000 of the
company’s “unitary value” (which is comparable to the net asset value)) will not be levied on the Notes held
by a Noteholder, unless: (a) such holder is a fully taxable Luxembourg resident company other than a
company governed by: (i) the law of 22 March 2004 as amended, on securitisation; (ii) the law of 17
December 2010 as amended on undertakings for collective investment; (iii) the law of 13 February 2007 as
amended on specialised investment funds; or (iv) the law of 15 June 2004 as amended on the investment
company in risk capital; or (v) the law of 11 May 2007 as amended on family estate management companies;
or (vi) the law of 23 July 2016 on reserved alternative investment funds or (b) such Notes are attributable to
an enterprise or part thereof which is carried on in Luxembourg through a permanent establishment or a
permanent representative.
219
Other Taxes and Duties
There is no Luxembourg registration tax, stamp duty or any other similar tax or duty payable in
Luxembourg by Noteholders as a consequence of the issuance of the Notes, nor will any of these taxes be
payable as a consequence of a subsequent transfer, repurchase or redemption of the Notes, unless the
documents relating to the Notes are voluntarily registered in Luxembourg.
There is no Luxembourg value added tax payable in respect of payments in consideration for the
issuance of the Notes or in respect of the payment of interest or principal under the Notes or the transfer of the
Notes. Luxembourg value added tax may, however, be payable in respect of fees charged for certain services
rendered to the Issuer, if for Luxembourg value added tax purposes such services are rendered or are deemed
to be rendered in Luxembourg and an exemption from Luxembourg value added tax does not apply with
respect to such services.
Noteholders not permanently resident in Luxembourg at the time of death will not be subject to
inheritance or other similar taxes in Luxembourg in respect of the Notes. No Luxembourg gift tax is levied
upon a gift or donation of the Notes, if the gift is not passed before a Luxembourg notary or recorded in a
deed registered in Luxembourg.
The following is a summary of certain U.S. federal income tax consequences of the acquisition,
ownership and disposition of Notes by a U.S. Holder (as defined below). This summary deals only with initial
purchasers of Notes at the “issue price” (the first price at which a substantial amount of Notes are sold for
money, excluding sales to underwriters, placement agents or wholesalers) in the initial offering that are U.S.
Holders and that will hold the Notes as capital assets. The discussion does not cover all aspects of U.S. federal
income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will
have on, the acquisition, ownership or disposition of Notes by particular investors (including consequences
under the alternative minimum tax or net investment income tax), and does not address state, local, non-U.S.
or other tax laws. This summary also does not discuss all of the tax considerations that may be relevant to
certain types of investors subject to special treatment under the U.S. federal income tax laws (such as
financial institutions, insurance companies, individual retirement accounts and other tax-deferred accounts,
tax-exempt organisations, dealers in securities or currencies, investors that will hold the Notes as part of
straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes, persons that
have ceased to be U.S. citizens or lawful permanent residents of the United States, investors holding the Notes
in connection with a trade or business conducted outside of the United States, U.S. citizens or lawful
permanent residents living abroad or investors whose functional currency is not the U.S. dollar).
As used herein, the term “U.S. Holder” means a beneficial owner of Notes that is, for U.S. federal
income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation created or
organised under the laws of the United States or any State thereof, (iii) an estate the income of which is
subject to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States
is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have
the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a
domestic trust for U.S. federal income tax purposes.
The U.S. federal income tax treatment of a partner in an entity or arrangement treated as a partnership
for U.S. federal income tax purposes that holds Notes will depend on the status of the partner and the
activities of the partnership. Prospective purchasers that are entities or arrangements treated as partnerships
for U.S. federal income tax purposes should consult their tax advisers concerning the U.S. federal income tax
220
consequences to them and their partners of the acquisition, ownership and disposition of Notes by the
partnership.
This summary is based on the tax laws of the United States, including the Internal Revenue Code of
1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and
court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW
IS FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD
CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO
THEM OF ACQUIRING, OWNING, AND DISPOSING OF THE NOTES, INCLUDING THE
APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND
POSSIBLE CHANGES IN TAX LAW.
Notes
Payments of Interest
In general, interest on a Note will be taxable to a U.S. Holder as ordinary income at the time it is
received or accrued, depending on such holder’s method of accounting for U.S. federal income tax purposes.
Interest paid by the Issuer on the Notes and original issue discount (“OID”), if any, accrued with respect to
the Notes (as described below under “—Original Issue Discount”) constitutes income from sources outside
the United States. Prospective purchasers should consult their tax advisers concerning the applicability of the
foreign tax credit and source of income rules to income attributable to the Notes.
221
issue price” of a Note at the beginning of any accrual period is the issue price of the Note increased by the
amount of accrued OID for each prior accrual period.
In determining the accrual of OID, the term of the Notes and the amount payable at maturity are
determined assuming that the U.S. Holder’s early redemption option is exercised at the earliest possible date,
and no OID will accrue after that date.
Election to Treat All Interest as Original Issue Discount. A U.S. Holder may elect to include in gross
income all interest that accrues on a Note using the constant-yield method described above under “Original
Issue Discount—General”, with certain modifications. For purposes of this election, interest includes interest
and OID, as adjusted by any amortisable bond premium. This election generally applies only to the Note with
respect to which it is made and may not be revoked without the consent of the IRS. U.S. Holders should
consult their tax advisers concerning the propriety and consequences of this election.
Substitution of Issuer
The terms of the Notes provide that, in certain circumstances, the obligations of the Issuer under the
Notes may be assumed by another entity. Any such assumption might be treated for U.S. federal income tax
purposes as a deemed disposition of Notes by a U.S. Holder in exchange for new notes issued by the new
obligor. As a result of this deemed disposition, a U.S. Holder could be required to recognise capital gain or
loss for U.S. federal income tax purposes equal to the difference, if any, between the issue price of the new
notes (as determined for U.S. federal income tax purposes), and the U.S. Holder’s tax basis in the Notes. U.S.
Holders should consult their tax advisers concerning the U.S. federal income tax consequences to them of a
change in obligor with respect to the Notes.
Further Issues
The Issuer may, without the consent of the holders of outstanding Notes, issue additional notes with
identical terms. These additional notes, even if they are treated for non-tax purposes as part of the same series
as the original Notes, in some cases may be treated as a separate series for U.S. federal income tax purposes.
In such a case, among other things, the additional notes may be considered to have been issued with OID even
though the original Notes had no OID, or, in the event the original Notes are issued with OID, the additional
notes may have a greater amount of OID than the original Notes. These differences may affect the market
value of the original Notes if the additional notes are not otherwise distinguishable from the original Notes.
222
Payments of principal and interest, and accruals of OID, on, and the proceeds of sale or retirement of
Notes paid by a U.S. paying agent or other U.S. intermediary will be reported to the U.S. Internal Revenue
Service and to the U.S. Holder as may be required under applicable regulations. Backup withholding may
apply to these payments, including payments of accrued OID, if the U.S. Holder fails to provide an accurate
taxpayer identification number or certification of exempt status or fails to comply with applicable certification
requirements. Certain U.S. Holders are not subject to backup withholding. U.S. Holders should consult their
tax advisers about these rules and any other reporting obligations that may apply to the ownership or
disposition of Notes, including requirements related to the holding of certain foreign financial assets.
223
LEGAL MATTERS
Certain legal advice for the Issuer as to matters of English, Luxembourg and United States federal law will be
provided for by Linklaters LLP. Certain advice for the Joint Lead Managers and Bookrunners as to matters of
English and United States federal law will be provided for by Latham & Watkins (London) LLP.
224
INDEPENDENT AUDITORS
Ernst & Young S.A., a public limited liability company (société anonyme) incorporated under the laws
of Luxembourg, with its registered office at 35E avenue John F. Kennedy, L-1855, Luxembourg, and
registered with the Registry of Trade and Companies of Luxembourg under number B 47.771, was designated
during the general meetings of shareholders held on 15 May 2014, 1 April 2015 and 1 April 2016, the Issuer’s
approved statutory auditor (réviseur d’entreprises agréé). Ernst & Young S.A. audited the consolidated
financial statements of the Issuer as of 31 December 2016, 2015 and 2014, and for each year then ended.
Ernst & Young S.A. is registered as a corporate body with the public register of approved audit firms
(cabinets de révision agréés) drawn up by the Commission de Surveillance du Secteur Financier (“CSSF”), is
a member of the Institute of Auditors (L’Institut des Réviseurs d’Entreprises) and is approved and supervised
by the CSSF in the context of the law dated 23 July 2016 relating to the audit profession.
225
GENERAL INFORMATION
1 Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in relation to
the Notes and is not itself seeking admission of the Notes to the Official Listing of the Irish Stock Exchange
or to trading on the regulated market of the Irish Stock Exchange for purposes of the Prospectus Directive.
2 The Notes have been accepted for clearance through DTC, Euroclear and Clearstream, Luxembourg. The
Common Code, ISIN and CFI Code for the Regulation S Notes are 153391572, XS1533915721 and
DYFXXR, respectively. The Common Code, ISIN and CUSIP Numbers of the Rule 144A Notes are
111731110, US30050AAG85 and 30050A AG8, respectively.
3 The Issuer has obtained all necessary consents, approval, authorisations or other orders for the issue of the
Notes and the other documents to be entered into by the Issuer in connection with the issue of the Notes in
Luxembourg.
4 The issue of the Notes and their offer, sale and listing was approved by the Board of Directors of the Issuer on
1 March 2017.
5 Except as described under “Business―Legal and Compliance and Legal Proceedings” on page 161, Evraz is
not presently involved, nor has it been involved in a period covering at least the previous 12 months, in any
governmental, legal or arbitration proceedings (including any such proceedings which are pending or
threatened of which the Issuer is aware) that may have, or have had in the recent past, significant effects on
the Issuer and/or Evraz’s financial position or profitability.
6 Save as disclosed under “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 59 to 96 and “Business” on pages 113 to 154, there has been no significant change in
the financial or trading position of Evraz since 31 December 2016.
7 There has been no material adverse change in the prospects of the Issuer since 31 December 2016, such date
being the date of the latest audited financial statements.
8 Copies in English of the following documents may be inspected in physical form at the offices of the
Principal Paying Agent during usual business hours on any weekday (Saturday, Sunday and public holidays
excepted) for so long as any Notes are outstanding:
(d) the Audited Consolidated Financial Statements audited in accordance with International
Standards on Auditing as adopted for Luxembourg by the “Commission de Surveillance du
Secteur Financier”, for the years ended 31 December 2016, 2015 and 2014, together with the
report of Ernst & Young Société Anonyme contained therein;
9 The Issuer prepares annual financial statements in accordance with IFRS as adopted in EU and semi-annual
interim condensed financial statements in accordance with International Accounting Standards 34 as adopted
by EU.
10 Certain information with respect to Evraz’s iron ore and coal reserves is derived from a report of IMC Group
Consulting Ltd., an internationally recognised consultancy group, as of 1 July 2013. IMC Group Consulting
Ltd (IMC) is an international consultancy and offers a broad spectrum of services in the environmental,
mining, minerals, engineering and energy industries worldwide. IMC’s headquarters are in Icon Business
226
Centers, New Lake Drive, Sherwood Park, Nottingham, NG15 0DT, UK. The staff of IMC consists of
engineers, accountants, economists and geologists with extensive experience in the metals and mining
industries.
11 Save for the fees payable to the Joint Lead Managers and Bookrunners, the Trustee and the Agents, so far as
the Issuer is aware, no person involved in the issue of the Notes has an interest that is material to the issue of
the Notes.
12 The Issuer expects that the total expenses related to the listing and admission of the Notes to trading will be
approximately EUR5,000.
227
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Audited Annual Consolidated Financial Statements of Evraz for the year ended 31 December 2016
Consolidated Statement of Operations ..................................................................................... F-8
Consolidated Statement of Comprehensive Income................................................................. F-9
Consolidated Statement of Financial Position.......................................................................... F-10
Consolidated Statement of Cash Flows .................................................................................... F-11
Consolidated Statement of Changes in Equity ......................................................................... F-13
Notes to the Audited Consolidated Financial Statements ......................................................... F-16
Audited Annual Consolidated Financial Statements of Evraz for the year ended 31 December 2015
Consolidated Statement of Operations ..................................................................................... F-111
Consolidated Statement of Comprehensive Income................................................................. F-112
Consolidated Statement of Financial Position.......................................................................... F-113
Consolidated Statement of Cash Flows .................................................................................... F-114
Consolidated Statement of Changes in Equity ......................................................................... F-116
Notes to the Audited Consolidated Financial Statements ......................................................... F-119
Audited Annual Consolidated Financial Statements of Evraz for the year ended 31 December 2014
Consolidated Statement of Operations ..................................................................................... F-214
Consolidated Statement of Comprehensive Income................................................................. F-215
Consolidated Statement of Financial Position.......................................................................... F-216
Consolidated Statement of Cash Flows .................................................................................... F-217
Consolidated Statement of Changes in Equity ......................................................................... F-219
Notes to the Audited Consolidated Financial Statements ......................................................... F-222
F-1
Evraz Group S.A.
Consolidated Financial Statements
F-2
Evraz Group S.A.
Contents
The page numbers in this table correspond to those in the original document as published and do not reflect the page numbers in this Prospectus
2
F-3
Evraz Group S.A.
3
F-4
Evraz Group S.A.
4
F-5
Ernst & Young
Societe anonyme
35E, Avenue John f. Kennedy B.P. 780
L· 1855 Luxembourg L·2017 Luxembourg
Tel: +352 42 124 1 R.C.S. Luxembourg B 47 77 1
Building a better TVA LU 16063074
working world www.ey.com/luxembourg
To the Shareholders of
Evraz Group S.A.
13, avenue Monterey
L-2163 Luxembourg
Following our appointment by the General Meeting of the Shareholders dated 1 April 2016, we have audited
the accompanying consolidated financial statements of Evraz Group S.A., which comprise the consolidated
statement of financial position as at 31 December 2016, the consolidated income statement, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity, the
consolidated cash flow statement for the year then ended, and a summary of significant accounting policies
and other explanatory information.
The Board of Directors is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with International Financial Reporting Standards as adopted by the European
Union and for such internal control as the Board of Directors determines is necessary to enable the
preparation and presentation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg
by the "Commission de Surveillance du Secteur Financier". Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free from material misstatement.
F-6
Building a better
working world
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 judgement of the "reviseur
d'entreprises agree", 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 "reviseur
d'entreprises agree" considers internal control relevant to the entity's 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 entity's internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Board of Directors, 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
audit opinion.
Opinion
In our opinion, the consolidated financial statements give a true and fair view of the financial position of
Evraz Group S.A. as of 31 December 2016, and of its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the European
Union.
The consolidated management report, which is the responsibility of the Board of Directors, is consistent with
the consolidated financial statements and has been prepared in accordance with applicable legal
requirements.
Yves Even
F-7
Evraz Group S.A.
Consolidated Statement of Operations
(in millions of US dollars, except for per share information)
Interest income 7 21 9 17
Interest expense 7 (489) (481) (561)
Share of profits/(losses) of joint ventures and
associates 11 5 4 10
Gain/(loss) on financial assets and liabilities, net 7 (9) (48) (586)
Gain/(loss) on disposal groups classified as held
for sale, net 12 – 21 136
Loss of control over a subsidiary 4 – (167) –
Other non-operating gains/(losses), net (14) (3) –
Loss before tax (12) (690) (1,103)
Attributable to:
* The amounts shown here do not correspond to the previously issued financial statements and reflect adjustments
made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with an entity under
common control and reclassifications of expenses described in Note 2.
The accompanying notes form an integral part of these consolidated financial statements.
7
F-8
Evraz Group S.A.
Consolidated Statement of Comprehensive Income
(in millions of US dollars)
Attributable to:
Equity holders of the parent entity $ 414 $ (1,305) $ (3,124)
Non-controlling interests 38 (89) (207)
$ 452 $ (1,394) $ (3,331)
* The amounts shown here do not correspond to the previously issued financial statements and reflect adjustments
made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with an entity under
common control described in Note 2.
The accompanying notes form an integral part of these consolidated financial statements.
8
F-9
Evraz Group S.A.
Consolidated Statement of Financial Position
(in millions of US dollars)
31 December
Notes 2016 2015* 2014*
ASSETS
Non-current assets
Property, plant and equipment 9 $ 4,652 $ 4,302 $ 5,796
Intangible assets other than goodwill 10 297 324 441
Goodwill 5 880 1,176 1,541
Investments in joint ventures and associates 11 45 34 39
Deferred income tax assets 8 156 119 97
Long-term loans receivable from related parties 16 274 – –
Other non-current financial assets 13 91 79 98
Other non-current assets 13 45 56 40
6,440 6,090 8,052
Current assets
Inventories 14 984 899 1,372
Trade and other receivables 15 502 447 654
Prepayments 60 50 82
Loans receivable 13 5 24
Receivables from related parties 16 11 6 54
Income tax receivable 43 44 23
Other taxes recoverable 17 192 127 158
Other current financial assets 18 33 35 40
Cash and cash equivalents 19 1,155 1,359 1,049
2,993 2,972 3,456
Assets of disposal groups classified as held for sale 12 27 1 4
3,020 2,973 3,460
Total assets $ 9,460 $ 9,063 $ 11,512
EQUITY AND LIABILITIES
Equity
Equity attributable to equity holders of the parent entity
Issued capital 20 $ 404 $ 404 $ 404
Additional paid-in capital 20 3,176 2,860 2,261
Revaluation surplus 112 124 155
Legal reserve 39 39 39
Accumulated profits 782 896 1,850
Translation difference (3,713) (4,251) (3,578)
800 72 1,131
Non-controlling interests 186 133 218
986 205 1,349
Non-current liabilities
Long-term loans payable to related parties – – 55
Long-term loans 22 5,502 5,850 5,470
Deferred income tax liabilities 8 348 352 471
Employee benefits 23 317 301 364
Provisions 24 205 146 173
Other long-term liabilities 25 53 96 464
6,425 6,745 6,997
Current liabilities
Trade and other payables 26 918 1,062 1,360
Advances from customers 266 228 155
Short-term loans and current portion of long-term loans 22 392 497 761
Payables to related parties 16 231 179 599
Income tax payable 39 17 86
Other taxes payable 27 169 107 151
Provisions 24 26 23 41
2,041 2,113 3,153
Liabilities directly associated with disposal groups classified
as held for sale 12 8 – 13
2,049 2,113 3,166
Total equity and liabilities $ 9,460 $ 9,063 $ 11,512
* The amounts shown here do not correspond to the previously issued financial statements and reflect adjustments
made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with an entity under
common control described in Note 2.
The accompanying notes form an integral part of these consolidated financial statements.
9
F-10
Evraz Group S.A.
Consolidated Statement of Cash Flows
(in millions of US dollars)
Year ended 31 December
2016 2015* 2014*
Cash flows from operating activities
Net loss $ (108) $ (702) $ (1,297)
Adjustments to reconcile net profit/(loss) to net cash flows
from operating activities:
Deferred income tax (benefit)/expense (Note 8) (87) (87) (163)
Depreciation, depletion and amortisation (Note 7) 521 585 833
Loss on disposal of property, plant and equipment 22 41 48
Impairment of assets 465 441 540
Foreign exchange (gains)/losses, net 44 376 1,034
Interest income (21) (9) (17)
Interest expense 489 481 561
Share of (profits)/losses of associates and joint ventures (5) (4) (10)
(Gain)/loss on financial assets and liabilities, net 9 48 586
(Gain)/loss on disposal groups classified as held for sale, net – (21) (136)
Loss of control over a subsidiary – 167 –
Other non-operating (gains)/losses, net 14 3 –
Bad debt expense 1 18 41
Changes in provisions, employee benefits and other long-
term assets and liabilities (7) (56) (62)
Expense arising from equity-settled awards (Note 21) 16 20 30
Other (3) – (1)
1,350 1,301 1,987
Changes in working capital:
Inventories (17) 204 (87)
Trade and other receivables (38) 54 (1)
Prepayments (1) 9 (2)
Receivables from/payables to related parties 125 66 (246)
Taxes recoverable (32) (34) 18
Other assets (3) (3) 11
Trade and other payables 40 3 150
Advances from customers 20 100 27
Taxes payable 62 (72) 100
Other liabilities 1 1 (4)
Net cash flows from operating activities 1,507 1,629 1,953
* The amounts shown here do not correspond to the previously issued financial statements and reflect adjustments
made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with an entity under
common control described in Note 2.
10
F-11
Evraz Group S.A.
Consolidated Statement of Cash Flows (continued)
(in millions of US dollars)
* The amounts shown here do not correspond to the previously issued financial statements and reflect adjustments
made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with an entity under
common control described in Note 2.
The accompanying notes form an integral part of these consolidated financial statements.
11
F-12
Evraz Group S.A.
Consolidated Statement of Changes in Equity
(in millions of US dollars)
The accompanying notes form an integral part of these consolidated financial statements.
12
F-13
Evraz Group S.A.
Consolidated Statement of Changes in Equity (continued)
(in millions of US dollars)
Attributable to equity holders of the parent entity
Additional Non-
Issued paid-in Revaluation Legal Accumulated Translation controlling Total
capital capital surplus reserve profits difference Total interests Equity
At 31 December 2014 (as previously
reported) $ 404 $ 2,043 $ 155 $ 39 $ 2,080 $ (3,565) $ 1,156 $ 213 $ 1,369
Purchase of Mezhegeyugol from
the parent (Note 2) – 218 – – (230) (13) (25) 5 (20)
At 31 December 2014 (as restated) 404 2,261 155 39 1,850 (3,578) 1,131 218 1,349
Net profit/(loss)* – – – – (627) – (627) (75) (702)
Other comprehensive income/(loss)* – – (1) – (4) (673) (678) (14) (692)
Reclassification of revaluation surplus to
accumulated profits in respect of
the disposed subsidiaries – – (28) – 28 – – – –
Reclassification of revaluation surplus to
accumulated profits in respect of
the disposed items of property, plant and
equipment – – (2) – 2 – – – –
Total comprehensive income/(loss) for
the period* – – (31) – (601) (673) (1,305) (89) (1,394)
Issue of shares (Note 20) – 579 – – – – 579 – 579
Derecognition of non-controlling interests
in subsidiaries – – – – – – – (4) (4)
Non-controlling interests arising on sale of
ownership interests in subsidiaries – – – – (3) – (3) 2 (1)
Contribution of a non-controlling
shareholder to share capital of the
Group’s subsidiary – – – – – – – 6 6
Share-based payments (Note 21) – 20 – – – – 20 – 20
Dividends declared by the parent entity to
its shareholders (Note 20) – – – – (350) – (350) – (350)
At 31 December 2015* $ 404 $ 2,860 $ 124 $ 39 $ 896 $ (4,251) $ 72 $ 133 $ 205
* The amounts shown here do not correspond to the previously issued financial statements and reflect adjustments made in connection with the acquisition of a controlling interest in
a subsidiary in a transaction with an entity under common control described in Note 2.
The accompanying notes form an integral part of these consolidated financial statements.
13
F-14
Evraz Group S.A.
Consolidated Statement of Changes in Equity (continued)
(in millions of US dollars)
* The amounts shown here do not correspond to the previously issued financial statements and reflect adjustments made in connection with the acquisition of a controlling interest in
a subsidiary in a transaction with an entity under common control described in Note 2.
The accompanying notes form an integral part of these consolidated financial statements.
14
F-15
Evraz Group S.A.
1. Corporate Information
These consolidated financial statements were authorised for issue by the directors of
Evraz Group S.A. on 28 February 2017.
Evraz Group S.A. (“Evraz Group” or “the Company”) is a joint stock company registered under
the laws of Luxembourg on 31 December 2004 (R.C.S. Luxembourg B 105.615). Until 2 March 2016
the registered address of Evraz Group was 1, rue de Louvigny, L-1946, Luxembourg. The new
Company’s address is 13, avenue Monterey, L-2163, Luxembourg.
The Company, together with its subsidiaries (the “Group”), is involved in the production and
distribution of steel and related products and coal and iron ore mining. In addition, the Group
produces vanadium products. The Group is one of the largest steel producers globally.
The Company is a wholly-owned subsidiary of EVRAZ plc (UK). Lanebrook Limited (Cyprus) is the
ultimate controlling party of the Group.
The major subsidiaries included in the consolidated financial statements of the Group were as follows
at 31 December:
Effective
ownership interest, % Business
Subsidiary 2016 2015 2014 activity Location
EVRAZ Nizhny Tagil Metallurgical Plant 100.00 100.00 100.00 Steel production Russia
EVRAZ Consolidated West-Siberian
Metallurgical Plant 100.00 100.00 100.00 Steel production Russia
EVRAZ Highveld Steel and Vanadium Limited – – 85.11 Steel production South Africa
EVRAZ Dneprovsk Metallurgical Plant 97.73 96.94 96.90 Steel production Ukraine
EVRAZ Inc. NA 100.00 100.00 100.00 Steel production USA
EVRAZ Inc. NA Canada 100.00 100.00 100.00 Steel production Canada
Raspadskaya 81.95 81.95 81.95 Coal mining Russia
Yuzhkuzbassugol 100.00 100.00 100.00 Coal mining Russia
EVRAZ Kachkanarsky Mining-and-Processing Ore mining and
Integrated Works 100.00 100.00 100.00 processing Russia
Evrazruda 100.00 100.00 100.00 Ore mining Russia
EVRAZ Sukha Balka 99.42 99.42 99.42 Ore mining Ukraine
Basis of Preparation
These consolidated financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards (“IFRS”), as adopted by the European Union.
International Financial Reporting Standards are issued by the International Accounting Standard
Board (“IASB”). IFRSs that are mandatory for application as of 31 December 2016, but not adopted
by the European Union, do not have any impact on the Group’s consolidated financial statements.
15
F-16
Evraz Group S.A.
The consolidated financial statements have been prepared under the historical cost convention,
except as disclosed in the accounting policies below. Exceptions include, but are not limited to,
property, plant and equipment at the date of transition to IFRS accounted for at deemed cost,
available-for-sale investments measured at fair value, assets classified as held for sale measured at
the lower of their carrying amount or fair value less costs to sell and post-employment benefits
measured at present value.
Going Concern
These consolidated financial statements have been prepared on a going concern basis.
The Group’s activities in all of its operating segments continue to be affected by the uncertainty and
instability of the current economic environment (Note 30). In response, the Group implemented a
number of cost cutting initiatives, reduced capital expenditures, continues to reduce the level of debt
and proactively manages its debt covenants compliance.
Based on the currently available facts and circumstances the directors and management have a
reasonable expectation that the Group has adequate resources to continue in operational existence
for the foreseeable future.
Reclassification of Expenses
In 2016, the Group reclassified property tax accrued and paid by the production subsidiaries from
general and administrative expenses to the “cost of revenue” caption. In addition, the Group
reclassified staff costs of certain categories of personnel and the related expenses from cost of
revenues and selling expenses to general and administrative expenses and from selling expenses
to cost of revenues.
The reclassifications were made to better reflect the nature of these costs in the current business
environment and in order to make the financial statements more comparable with industry peers.
The effects of the restatement on the previously reported amounts are set out below.
16
F-17
Evraz Group S.A.
On 25 April 2016, Evraz Group S.A. purchased from its parent a 60.016% ownership interest in
Actionfield, which controls Mezhegey coal field project (“Mezhegeyugol”). The Group applied the
pooling of interests method with respect to this acquisition and presented its consolidated financial
statements as if the transfer of controlling interest in Actionfield had occurred from the date of
acquisition of the subsidiary by the transferring entity.
The effects of the restatements (both reclassification of expenses and adjustments on acquisition of
Mezhegeyugol) on the previously reported amounts are set out below.
Interest income 9 – – 9
Interest expense (480) (1) – (481)
Share of profits/(losses) of joint ventures and associates 4 – – 4
Gain/(loss) on financial assets and liabilities, net (48) – – (48)
Gain/(loss) on disposal groups classified as held for sale,
net 21 – – 21
Loss of control over a subsidiary (167) – – (167)
Other non-operating gains/(losses), net (3) – – (3)
Loss before tax (645) (45) – (690)
Attributable to:
17
F-18
Evraz Group S.A.
Attributable to:
Equity holders of the parent entity $ (1,283) $ (22) $ (1,305)
Non-controlling interests (74) (15) (89)
18
F-19
Evraz Group S.A.
19
F-20
Evraz Group S.A.
Interest income 17 – – 17
Interest expense (561) – – (561)
Share of profits/(losses) of joint ventures and associates 10 – – 10
Gain/(loss) on financial assets and liabilities, net (586) – – (586)
Gain/(loss) on disposal groups classified as held for sale,
net 136 – – 136
Other non-operating gains/(losses), net – – – –
Loss before tax (1,042) (61) – (1,103)
Attributable to:
20
F-21
Evraz Group S.A.
Attributable to:
Equity holders of the parent entity $ (3,086) $ (38) $ (3,124)
Non-controlling interests (181) (26) (207)
21
F-22
Evraz Group S.A.
22
F-23
Evraz Group S.A.
In the preparation of these consolidated financial statements, the Group followed the same
accounting policies and methods of computation as compared with those applied in the previous
year, except for the adoption of new standards and interpretations and revision of the existing
standards as of 1 January 2016.
23
F-24
Evraz Group S.A.
§ Amendments to IFRS 10, IFRS 12 and IAS 28 – Investment Entities: Applying the
Consolidation Exemption
The amendments address issues that have arisen in applying the investment entities exception
under IFRS 10 “Consolidated Financial Statements”. The amendments to IFRS 10 clarify that the
exemption from presenting consolidated financial statements applies to a parent entity that is a
subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair
value.
Furthermore, the amendments to IFRS 10 clarify that only a subsidiary of an investment entity that
is not an investment entity itself and that provides support services to the investment entity is
consolidated. All other subsidiaries of an investment entity are measured at fair value. The
amendments to IAS “28 Investments in Associates and Joint Ventures” allow the investor, when
applying the equity method, to retain the fair value measurement applied by the investment entity
associate or joint venture to its interests in subsidiaries.
These amendments are applied retrospectively and do not have any impact on the Group as the
Group does not apply the consolidation exception.
The amendments described above had no significant impact on the financial position and
performance of the Group or the disclosures in the consolidated financial statements.
The Group has not early adopted any other standard, interpretation or amendment that has been
issued but is not yet effective.
24
F-25
Evraz Group S.A.
*Subject to EU endorsement
The Group expects that the adoption of the pronouncements listed above will not have a significant
impact on the Group’s results of operations and financial position in the period of initial application.
The Group plans to apply IFRS 15, IFRS 16 and IFRS 9 starting from the dates effective in
the European Union. At present the Group is in the process of analysis of the possible impact of the
application of these standards on its consolidated financial statements, but the preliminary results
show that the impact will not be significant.
Accounting Judgements
In the process of applying the Group’s accounting policies, management has made the following
judgements, apart from those involving estimates, which have the most significant effect on the
amounts recognised in the consolidated financial statements:
§ In 2015, the Group lost control over Highveld Steel and Vanadium Limited and it is not
expected that it will re-obtain control in the future. As a result, the Group ceased to consolidate
this entity starting 14 April 2015 (Note 4).
§ The Group determined based on the criteria in IFRIC 4 “Determining whether an Arrangement
Contains a Lease” that the supply contract with PraxAir does not contain a lease. This contract,
concluded in 2010, with subsequent amendments in 2015, included the construction of an air
separation plant by PraxAir to be owned and operated by PraxAir and the supply of oxygen
and other industrial gases produced by PraxAir to EVRAZ Nizhny Tagil Metallurgical Plant for
a period of 25 years on a take or pay basis. In 2015, the air separation plant was put into
operation and the Group started to purchase gases from PraxAir. Management believes that
this arrangement does not convey a right to the Group to use the asset as the Group does not
have an ability to operate the asset or to direct other parties to operate the asset; it does not
control physical access to the asset; and it is expected that more than an insignificant amount
of the asset’s output will be sold to the parties unrelated to the Group. The commitment under
this contract is disclosed in Note 30.
25
F-26
Evraz Group S.A.
Estimation Uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end
of the reporting period, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.
The Group assesses at each reporting date whether there is any indication that an asset may be
impaired. If any such indication exists, the Group makes an estimate of the asset’s recoverable
amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair
value less costs to sell and its value in use and is determined for an individual asset, unless the asset
does not generate cash inflows that are largely independent of those from other assets or groups of
assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount. 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 assessment of the time value of money and the risks specific to the assets.
In 2016, 2015 and 2014, the Group recognised a net impairment loss of $151 million, $190 million
and $192 million, respectively (Note 9).
The determination of impairments of property, plant and equipment involves the use of estimates
that include, but are not limited to, the cause, timing and amount of the impairment. Impairment is
based on a large number of factors, such as changes in current competitive conditions, expectations
of growth in the industry, increased cost of capital, changes in the future availability of financing,
technological obsolescence, discontinuance of service, current replacement costs and other
changes in circumstances that indicate that impairment exists.
The determination of the recoverable amount of a cash-generating unit involves the use of estimates
by management. Methods used to determine the value in use include discounted cash flow-based
methods, which require the Group to make an estimate of the expected future cash flows from the
cash-generating unit and also to choose a suitable discount rate in order to calculate the present
value of those cash flows. These estimates, including the methodologies used, may have a material
impact on the value in use and, ultimately, the amount of any impairment.
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.
26
F-27
Evraz Group S.A.
Impairment of Goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value in use of the cash-generating units to which the goodwill is allocated.
Estimating the value in use requires the Group to make an estimate of the expected future cash
flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate
the present value of those cash flows.
The carrying amount of goodwill at 31 December 2016, 2015 and 2014 was $880 million,
$1,176 million and $1,541 million, respectively. In 2016, 2015 and 2014, the Group recognised an
impairment loss in respect of goodwill in the amount of $316 million, $251 million and $330 million,
respectively (Note 5). More details of the assumptions used in estimating the value in use of the
cash-generating units to which goodwill is allocated are provided in Note 6.
Mineral Reserves
Mineral reserves and the associated mine plans are a material factor in the Group’s computation of
a depletion charge. The Group estimates its mineral reserves in accordance with the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”).
Estimation of reserves in accordance with the JORC Code involves some degree of uncertainty. The
uncertainty depends mainly on the amount of reliable geological and engineering data available at
the time of the estimate and the interpretation of this data, which also requires use of subjective
judgement and development of assumptions. Mine plans are periodically updated which can have a
material impact on the depletion charge for the period.
The Group reviews site restoration provisions at each reporting date and adjusts them to reflect the
current best estimate in accordance with IFRIC 1 “Changes in Existing Decommissioning,
Restoration and Similar Liabilities”.
The amount recognised as a provision is the best estimate of the expenditures required to settle the
present obligation at the end of the reporting period based on the requirements of the current
legislation of the country where the respective operating assets are located. The carrying amount of
a provision is the present value of the expected expenditures, i.e. cash outflows discounted using
pre-tax rates that reflect current market assessments of the time value of money and the risks
specific to the liability.
The risks and uncertainties that inevitably surround many events and circumstances are taken into
account in reaching the best estimate of a provision. Considerable judgement is required in forecasting
future site restoration costs.
Future events that may affect the amount required to settle an obligation are reflected in the amount of
a provision when there is sufficient objective evidence that they will occur.
27
F-28
Evraz Group S.A.
Post-Employment Benefits
The Group uses an actuarial valuation method for the measurement of the present value of post-
employment benefit obligations and related current service cost. This involves the use of demographic
assumptions about the future characteristics of the current and former employees who are eligible for
benefits (mortality, both during and after employment, rates of employee turnover, disability and early
retirement, etc.) as well as financial assumptions (discount rate, future salary and benefit levels,
expected rate of return on plan assets, etc.). More details are provided in Note 23.
Allowances
The Group makes allowances 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 accounts, 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. As of 31 December 2016, 2015 and 2014, allowances for doubtful
accounts in respect of trade and other receivables have been made in the amount of $47 million,
$48 million and $57 million, respectively (Note 28).
The Group makes an allowance for obsolete and slow-moving raw materials and spare parts.
In addition, certain finished goods of the Group are carried at net realisable value (Note 14).
Estimates of net realisable value of finished goods are based on the most reliable evidence available
at the time the estimates are made. These estimates take into consideration fluctuations of price or
cost directly relating to events occurring subsequent to the end of the reporting period to the extent
that such events confirm conditions existing at the end of the period.
Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to
be utilised. The estimation of that probability includes judgements based on the expected
performance. Various factors are considered to assess the probability of the future utilisation of
deferred tax assets, including past operating results, operational plans, expiration of tax losses
carried forward, and tax planning strategies. If actual results differ from these estimates or if these
estimates must be adjusted in future periods, the financial position, results of operations and cash
flows may be negatively affected. In the event that the assessment of future utilisation of deferred
tax assets must be reduced, this reduction will be recognised in the statement of operations.
28
F-29
Evraz Group S.A.
The presentation currency of the Group is the US dollar because presentation in US dollars is most
relevant for the major current and potential users of the consolidated financial statements.
The functional currencies of the Group’s subsidiaries are the Russian rouble, US dollar, euro, Czech
koruna, South African rand, Canadian dollar and Ukrainian hryvnia. At the reporting date, the assets
and liabilities of the subsidiaries with functional currencies other than the US dollar are translated
into the presentation currency at the rate of exchange ruling at the end of the reporting period, and
their statements of operations are translated at the exchange rates that approximate the exchange
rates at the dates of the transactions. The exchange differences arising on the translation are taken
directly to a separate component of equity. On disposal of a subsidiary with functional currency other
than the US dollar, the deferred cumulative amount recognised in equity relating to that particular
subsidiary is recognised in the statement of operations.
The following exchange rates were used in the consolidated financial statements:
Transactions in foreign currencies in each subsidiary of the Group are initially recorded in the
functional currency at the rate ruling at the date of the transaction. Non-monetary items measured
at fair value in a foreign currency are translated using the exchange rates at the date when the fair
value was determined. Monetary assets and liabilities denominated in foreign currencies are
translated at the functional currency rate of exchange ruling at the end of the reporting period. All
resulting differences are taken to the statement of operations.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities
of the foreign operation and translated at the closing rate.
29
F-30
Evraz Group S.A.
Basis of Consolidation
Subsidiaries
Subsidiaries, which are those entities in which the Group has an interest of more than 50% of the
voting rights and over which the Group has control, or otherwise has power to exercise control over
their operations, are consolidated. Subsidiaries are consolidated from the date on which control is
transferred to the Group and are no longer consolidated from the date that control ceases.
All intercompany transactions, balances and unrealised gains on transactions between group
companies are eliminated; unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Where necessary, accounting policies for
subsidiaries have been changed to ensure consistency with the policies adopted by the Group.
Non-controlling interest is the equity in a subsidiary not attributable, directly or indirectly, to a parent.
Non-controlling interests are presented in the consolidated statement of financial position within
equity, separately from the parent’s shareholders’ equity.
Total comprehensive income is attributed to the owners of the parent and to the non-controlling
interests even if this results in the non-controlling interests having a deficit balance.
Acquisition of Subsidiaries
The cost of an acquisition is measured as the aggregate of the consideration transferred, measured
at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each
business combination, the Group measures the non-controlling interest in the acquiree either at fair
value or at the proportionate share of the acquiree’s identifiable net assets.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date
through profit or loss.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is
deemed to be an asset or liability will be recognised in accordance with IAS 39 either in profit or loss
or as a change to other comprehensive income. If the contingent consideration is classified as equity,
it should not be remeasured until it is finally settled within equity.
The initial accounting for a business combination involves identifying and determining the fair values
to be assigned to the acquiree’s identifiable assets, liabilities and contingent liabilities and the cost
of the combination. If the initial accounting for a business combination can be determined only
provisionally by the end of the period in which the combination is effected because either the fair
values to be assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities or the
cost of the combination can be determined only provisionally, the Group accounts for
the combination using those provisional values. The Group recognises any adjustments to those
provisional values as a result of completing the initial accounting within twelve months of the
acquisition date.
Comparative information presented for the periods before the completion of initial accounting for the
acquisition is presented as if the initial accounting had been completed from the acquisition date.
30
F-31
Evraz Group S.A.
The differences between the carrying values of net assets attributable to interests in subsidiaries
acquired and the consideration given for such increases is either added to additional paid-in capital,
if positive, or charged to accumulated profits, if negative, in the consolidated financial statements.
Purchases of controlling interests in subsidiaries from entities under common control are accounted
for using the pooling of interests method.
The assets and liabilities of the subsidiary transferred under common control are recorded in these
financial statements at the historical cost of the controlling entity (the “Predecessor”). Related
goodwill inherent in the Predecessor's original acquisition is also recorded in the financial
statements. Any difference between the total book value of net assets, including the Predecessor's
goodwill, and the consideration paid is accounted for in the consolidated financial statements as an
adjustment to the shareholders' equity.
These financial statements, including corresponding figures, are presented as if a subsidiary had
been acquired by the Group on the date it was originally acquired by the Predecessor.
The Group derecognises non-controlling interests if non-controlling shareholders have a put option
over their holdings. The difference between the amount of the liability recognised in the statement of
financial position over the carrying value of the derecognised non-controlling interests is charged to
accumulated profits.
Investments in Associates
Associates are entities in which the Group generally has between 20% and 50% of the voting rights,
or is otherwise able to exercise significant influence, but which it does not control or jointly control.
Investments in associates are accounted for under the equity method of accounting and are initially
recognised at cost including goodwill. Subsequent changes in the carrying value reflect the post-
acquisition changes in the Group’s share of net assets of the associate and goodwill impairment
charges, if any.
The Group’s share of its associates’ profits or losses is recognised in the statement of operations
and its share of movements in reserves is recognised in equity. However, when the Group’s share
of losses in an associate equals or exceeds its interest in the associate, the Group does not
recognise further losses, unless the Group has legal or constructive obligations to make payments
to, or on behalf of, the associate. If the associate subsequently reports profits, the Group resumes
recognising its share of those profits only after its share of the profits equals the share of losses not
recognised.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent
of the Group's interest in the associates; unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred.
The Group’s interest in its joint ventures is accounted for under the equity method of accounting
whereby an interest in jointly ventures is initially recorded at cost and adjusted thereafter for post-
acquisition changes in the Group's share of net assets of joint ventures. The statement of operations
reflects the Group's share of the results of operations of joint ventures.
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Evraz Group S.A.
The Group’s property, plant and equipment is stated at purchase or construction cost, excluding the
costs of day-to-day servicing, less accumulated depreciation and any impairment in value. Such cost
includes the cost of replacing part of plant and equipment when that cost is incurred and recognition
criteria are met.
The Group’s property, plant and equipment include mining assets, which consist of mineral reserves,
mine development and construction costs and capitalised site restoration costs. Mineral reserves
represent tangible assets acquired in business combinations. Mine development and construction
costs represent expenditures incurred in developing access to mineral reserves and preparations for
commercial production, including sinking shafts and underground drifts, roads, infrastructure,
buildings, machinery and equipment.
At each end of the reporting period management makes an assessment to determine whether there
is any indication of impairment of property, plant and equipment. If any such indication exists,
management estimates the recoverable amount, which is the higher of an asset’s fair value less cost
to sell and its value in use. The carrying amount is reduced to the recoverable amount, and the
difference is recognised as impairment loss in the statement of operations or other comprehensive
income. An impairment loss recognised for an asset in previous years is reversed if there has been
a change in the estimates used to determine the asset’s recoverable amount.
Land is not depreciated. Depreciation of property, plant and equipment, except for mining assets, is
calculated on a straight-line basis over the estimated useful lives of the assets. The useful lives of
items of property, plant and equipment and methods of their depreciation are reviewed, and adjusted
as appropriate, at each fiscal year end. The table below presents the useful lives of items of property,
plant and equipment.
Weighted average
Useful lives remaining useful life
(years) (years)
The Group determines the depreciation charge separately for each significant part of an item of
property, plant and equipment.
Depletion of mining assets including capitalised site restoration costs is calculated using the units-
of-production method based upon proved and probable mineral reserves. The depletion calculation
takes into account future development costs for reserves which are in the production phase.
Maintenance costs relating to items of property, plant and equipment are expensed as incurred.
Major renewals and improvements are capitalised, and the replaced assets are derecognised.
The Group has the title to certain non-production and social assets, primarily buildings and facilities
of social infrastructure, which are carried at their recoverable amount of zero. The costs to maintain
such assets are expensed as incurred.
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Evraz Group S.A.
Exploration and evaluation expenditures represent costs incurred by the Group in connection with
the exploration for and evaluation of mineral resources before the technical feasibility and
commercial viability of extracting a mineral resource are demonstrable. The expenditures include
acquisition of rights to explore, topographical, geological, geochemical and geophysical studies,
exploratory drilling, trenching, sampling, activities in relation to evaluating the technical feasibility
and commercial viability of extracting mineral resources. These costs are expensed as incurred.
When the technical feasibility and commercial viability of extracting a mineral resource are
demonstrable, the Group commences recognition of expenditures related to the development of
mineral resources as assets. These assets are assessed for impairment when facts and
circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.
Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of
the arrangement at inception date as to whether the fulfilment of the arrangement is dependent on
the use of a specific asset or assets or the arrangement conveys a right to use the asset.
Finance leases, which transfer to the Group substantially all the risks and benefits incidental to
ownership of the leased item, are capitalised from the commencement of the lease term at the fair
value of the leased property or, if lower, at the present value of the minimum lease payments. Lease
payments are apportioned between the finance charges and reduction of the lease liability so as to
achieve a constant rate of interest on the remaining balance of the liability. Finance charges are
charged to 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.
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Operating lease payments are recognised as an expense in the
statement of operations on a straight-line basis over the lease term.
Goodwill
Goodwill represents the excess of the aggregate of the consideration transferred for an acquisition
of a subsidiary or an associte and the amount recognised for non-controlling interest over the net
identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value
of the net assets of the acquiree, the difference is recognised in the consolidated statement of
operations.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is reviewed for impairment annually or more frequently, if events or changes in
circumstances indicate that the carrying amount may be impaired. For the purpose of impairment
testing, goodwill acquired in a business combination is allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to those units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit, or the
group of cash-generating units, to which the goodwill relates. Where the recoverable amount of the
cash-generating unit is less than the carrying amount, an impairment loss is recognised. An
impairment loss recognised for goodwill is not reversed in a subsequent period.
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Evraz Group S.A.
Goodwill (continued)
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is
disposed of, the goodwill associated with the operation disposed of is included in the carrying amount
of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed
of in this circumstance is measured based on the relative fair values of the operation disposed of
and the portion of the cash-generating unit retained.
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is fair value as at the date of acquisition.
Following initial recognition, intangible assets are carried at cost less any accumulated amortisation
and any accumulated impairment losses. Expenditures on internally generated intangible assets,
excluding capitalised development costs, are expensed as incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets
with finite lives are amortised over the useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset with a finite life are reviewed at least at each year end.
Changes in the expected useful life or the expected pattern of consumption of future economic
benefits embodied in the asset are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortised, they are tested for impairment
annually either individually or at the cash-generating unit level.
Certain water rights and environmental permits are considered to have indefinite lives as
management believes that these rights will continue indefinitely.
The most part of the Group’s intangible assets represents customer relationships arising on business
combinations (Note 10).
Financial Assets
The Group classified its investments into the following categories: financial assets at fair value
through profit or loss, loans and receivables, held-to-maturity, and available-for-sale. When
investments are recognised initially, they are measured at fair value plus, in the case of investments
not at fair value through profit or loss, directly attributable transaction costs. The Group determines
the classification of its investments after initial recognition.
Investments that are acquired principally for the purpose of generating a profit from short-term
fluctuations in price are classified as held for trading and included in the category “financial assets
at fair value through profit or loss”. Investments which are included in this category are subsequently
carried at fair value; gains or losses on such investments are recognised in income.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Such assets are carried at amortised cost using the effective
interest method. Gains and losses are recognised in income when the loans and receivables are
derecognised or impaired, as well as through the amortisation process.
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Evraz Group S.A.
Non-derivative financial assets with fixed or determinable payments and fixed maturity that
management has the positive intent and ability to hold to maturity are classified as held-to-maturity.
Held-to-maturity investments are carried at amortised cost using the effective yield method.
Investments intended to be held for an indefinite period of time, which may be sold in response to
needs for liquidity or changes in interest rates, are classified as available-for-sale; these are included
in non-current assets unless management has the express intention of holding the investment for
less than 12 months from the end of the reporting period or unless they will need to be sold to raise
operating capital, in which case they are included in current assets. Management determines the
appropriate classification of its investments at the time of the purchase and re-evaluates such
designation on a regular basis. After initial recognition available-for-sale investments are measured
at fair value with gains or losses being recognised as a separate component of equity until the
investment is derecognised or until the investment is determined to be impaired, at which time the
cumulative gain or loss previously reported in equity is included in the statement of operations.
Reversals of impairment losses in respect of equity instruments are not recognised in the statement
of operations. Impairment losses in respect of debt instruments are reversed through profit or loss if
the increase in fair value of the instrument can be objectively related to an event occurring after the
impairment loss was recognised in the statement of operations.
For investments that are actively traded in organised financial markets, fair value is determined by
reference to stock exchange quoted market bid prices at the close of business on the end of the
reporting period. For investments where there is no active market, fair value is determined using
valuation techniques. Such techniques include using recent arm’s length market transactions,
reference to the current market value of another instrument, which is substantially the same,
discounted cash flow analysis or other generally accepted valuation techniques.
All purchases and sales of financial assets under contracts to purchase or sell financial assets that
require delivery of the asset within the time frame generally established by regulation or convention
in the market place are recognised on the settlement date i.e. the date the asset is delivered by/to
the counterparty.
Accounts Receivable
Accounts receivable, which generally are short-term, are recognised and carried at the original
invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is
made when collection of the full amount is no longer probable. Bad debts are written off when
identified.
The Group establishes an allowance for impairment of accounts receivable that represents its
estimate of incurred losses. The main components of this allowance are a specific loss component
that relates to individually significant exposures, and a collective loss component established for
groups of similar receivables in respect of losses that have been incurred but not yet identified. The
collective loss allowance is determined based on historical data of payment statistics for similar
financial assets.
Inventories
Inventories are recorded at the lower of cost and net realisable value. Cost of inventory is determined
on the weighted average basis and includes expenditure incurred in acquiring or producing
inventories and bringing them to their existing location and condition. The cost of finished goods and
work in progress includes an appropriate share of production overheads based on normal operating
capacity, but excluding borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated
costs of completion and estimated costs necessary to make the sale.
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Evraz Group S.A.
The tax authorities permit the settlement of sales and purchases value added tax (“VAT”) on a net
basis.
The Group’s subsidiaries apply the accrual method for VAT recognition, under which VAT becomes
payable upon invoicing and delivery of goods or rendering services as well upon receipt of
prepayments from customers. VAT on purchases, even if not settled at the end of the reporting
period, is deducted from the amount of VAT payable.
Where provision has been made for impairment of receivables, an impairment loss is recorded for
the gross amount of the debtor, including VAT.
Cash and cash equivalents comprise cash at bank and in hand and deposits with an original maturity
of three months or less.
Borrowings
Borrowings are initially recognised at fair value, net of directly attributable transaction costs. After
initial recognition, borrowings are measured at amortised cost using the effective interest rate
method; any difference between the amount initially recognised and the redemption amount is
recognised as interest expense over the period of the borrowings.
Equity
Share Capital
Ordinary shares are classified as equity. External costs directly attributable to the issue of new
shares are shown as a deduction in equity from the proceeds. Any excess of the fair value of
consideration received over the par value of shares issued is recognised as additional paid-in capital.
Treasury Shares
Own equity instruments which are acquired by the Group (treasury shares) are deducted from equity.
No gain or loss is recognised in statement of operations on the purchase, sale, issue or cancellation
of the treasury shares.
Dividends
Dividends are recognised as a liability and deducted from equity only if they are declared before the
end of the reporting period. Dividends are disclosed when they are proposed before the end of the
reporting period or proposed or declared after the end of the reporting period but before the financial
statements are authorised for issue.
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Evraz Group S.A.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects a provision to be reimbursed, for example under an insurance contract,
the reimbursement is recognised as a separate asset but only when the reimbursement is virtually
certain.
If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability. Where discounting is used,
the increase in the provision due to the passage of time is recognised as an interest expense.
Provisions for site restoration costs are capitalised within property, plant and equipment.
Employee Benefits
Defined contributions are made by the Group to the Russian and Ukrainian state pension, social
insurance and medical insurance funds at the statutory rates in force based on gross salary
payments. The Group has no legal or constructive obligation to pay further contributions in respect
of those benefits. Its only obligation is to pay contributions as they fall due. These contributions are
expensed as incurred.
The Group companies provide pensions and other benefits to their employees (Note 23).
The entitlement to these benefits is usually conditional on the completion of a minimum service
period. Certain benefit plans require the employee to remain in service up to retirement age. Other
employee benefits consist of various compensations and non-monetary benefits. The amounts of
benefits are stipulated in the collective bargaining agreements and/or in the plan documents.
The Group involves independent qualified actuaries in the measurement of employee benefit
obligations.
The cost of providing benefits under the defined benefit plan is determined using the projected unit
credit method. Re-measurements, comprising of actuarial gains and losses, the effect of the asset
ceiling, excluding net interest and the return on plan assets (excluding net interest), are recognised
immediately in the statement of financial position with a corresponding debit or credit to retained
earnings through other comprehensive income in the period in which they occur. Re-measurements
are not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of the date of the plan amendment
or curtailment, and the date that the Group recognises restructuring-related costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. It
is recorded within interest expense in the consolidated statement of operations.
The Group recognises current service costs, past-service costs, gains and losses on curtailments
and non-routine settlements in the consolidated statement of operations within “cost of sales”,
“general and administrative expenses” and “selling and distribution expenses”.
Other Costs
The Group incurs employee costs related to the provision of benefits such as health services,
kindergartens and other services. These amounts principally represent an implicit cost of
employment and, accordingly, have been charged to cost of sales.
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Evraz Group S.A.
Share-based Payments
The Group has management compensation schemes (Note 21), under which certain senior
executives and employees of the Group receive remuneration in the form of share-based payment
transactions, whereby they render services as consideration for equity instruments (“equity-settled
transactions”).
The cost of equity-settled transactions with grantees is measured by reference to the fair value of
the Company’s shares at the date on which they are granted. The fair value is determined using the
Black-Scholes-Merton model. In valuing equity-settled transactions, no account is taken of any
conditions, other than market conditions.
No expense is recognised for awards that do not ultimately vest. Once a share-settled transaction is
vested, no further accounting entries are made to reverse the cost already charged, even if the
instruments that are the subject of the transaction are subsequently forfeited. In this case, the Group
makes a transfer between different components of equity.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised
as if the terms had not been modified. In addition, an expense is recognised for any modification
which increases the total fair value of the share-based payment arrangement, or is otherwise
beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation,
and any expense not yet recognised for the award is recognised immediately. However, if a new
award is substituted for the cancelled award, and designated as a replacement award on the date
that it is granted, the cancelled and new awards are treated as if they were a modification of the
original award, as described in the previous paragraph.
Cash-settled share-based payments represent transactions in which the Group acquires goods or
services by incurring a liability to transfer cash or other assets to the supplier of those goods or
services for amounts that are based on the price (or value) of the Group's shares or other equity
instruments.
The cost of cash-settled transactions is measured initially at fair value at the grant date using the
Black-Scholes-Merton model. This fair value is expensed over the period until the vesting date with
recognition of a corresponding liability. The liability is remeasured to fair value at each reporting date
up to and including the settlement date with changes in fair value recognised in the statement of
operations.
The dilutive effect of outstanding share-based awards is reflected as additional share dilution in
the computation of earnings per share (Note 20).
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Evraz Group S.A.
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured.
The following specific recognition criteria must also be met before revenue is recognised:
Sale of Goods
Revenue is recognised when the significant risks and rewards of ownership of the goods have
passed to the buyer and the amount of revenue can be measured reliably. The moment of transfer
of the risks and rewards of ownership is determined by the contract terms.
Rendering of Services
The Group’s revenues from rendering of services include electricity, transportation, port and other
services. Revenue is recognised when services are rendered.
Interest
Dividends
Revenue is recognised when the shareholders’ right to receive the payment is established.
Rental Income
Rental income is accounted for on a straight-line basis over the lease term on ongoing leases.
Current income tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted by the end of the reporting
period.
Current income tax relating to items recognised outside profit or loss is recognised in other
comprehensive income or equity and not in the statement of operations.
Deferred tax assets and liabilities are calculated in respect of temporary differences using the liability
method. Deferred income taxes are provided for all temporary differences arising between the tax
basis of assets and liabilities and their carrying values for financial reporting purposes, except where
the deferred income tax arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
A deferred tax asset is recorded only to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences can be utilised. Deferred tax assets
and liabilities are measured at tax rates that are expected to apply to the period when the asset is
realised or the liability is settled, based on tax rates that have been enacted or substantively enacted
at the end of the reporting period.
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Evraz Group S.A.
3. Segment Information
For management purposes the Group has four reportable operating segments:
§ Steel segment includes production of steel and related products at all mills except for those
located in North America. Extraction of vanadium ore and production of vanadium products,
iron ore mining and enrichment and certain energy-generating companies are also included
in this segment as they are closely related to the main process of steel production.
§ Steel, North America is a segment, which includes production of steel and related products
in the USA and Canada.
§ Coal segment includes coal mining and enrichment. It also includes operations of Nakhodka
Trade Sea Port as it is used to a significant extent for shipping of products of the coal
segment to the Asian markets.
§ Other operations include energy-generating companies, shipping and railway transportation
companies.
Management and investment companies are not allocated to any of the segments. Operating
segments have been aggregated into reportable segments if they show a similar long-term economic
performance, have comparable production processes, customer industries and distribution
channels, operate in the same regulatory environment, and are generally managed and monitored
together.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to
transactions with third parties.
Management monitors the results of the operating segments separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is
evaluated based on EBITDA (see below). This performance indicator is calculated based on
management accounts that differ from the IFRS consolidated financial statements for the following
reasons:
1) for the last month of the reporting period, the management accounts for each operating segment
are prepared using a forecast for that month;
2) the statement of operations is based on local GAAP figures with the exception of depreciation and
repair expenses which are adjusted to approximate the amount under IFRS;
3) in case of volatility of functional currencies the IFRS statements of operations are translated at
the exchange rates that approximate the exchange rates at the dates of the transactions (quarterly,
semi-annual averages, etc.) while in management accounts simple average for the whole accounting
period is used.
Segment revenue is revenue reported in the Group's statement of operations that is directly
attributable to a segment and the relevant portion of the Group’s revenue that can be allocated to it
on a reasonable basis, whether from sales to external customers or from transactions with other
segments.
Segment expense is expense resulting from the operating activities of a segment that is directly
attributable to the segment and the relevant portion of an expense that can be allocated to it on
a reasonable basis, including expenses relating to external counterparties and expenses relating to
transactions with other segments. Segment expense does not include social and social infrastructure
maintenance expenses.
Segment result is segment revenue less segment expense that is equal to earnings before interest,
tax, depreciation and amortisation (“EBITDA”) for that segment.
Segment EBITDA is determined as a segment’s profit/(loss) from operations adjusted for social and
social infrastructure maintenance expenses, impairment of assets, profit/(loss) on disposal of
property, plant and equipment and intangible assets, foreign exchange gains/(losses) and
depreciation, depletion and amortisation expense. Management believes that this measure is more
useful and relevant for the users and is more comparable with the Russian steel peers.
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Evraz Group S.A.
The following tables present measures of segment profit or loss based on management accounts.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
Revenue
Sales to external customers $ 5,528 $ 1,464 $ 484 $ 63 $ – $ 7,539
Inter-segment sales 194 – 676 233 (1,103) –
Total revenue 5,722 1,464 1,160 296 (1,103) 7,539
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
Revenue
Sales to external customers $ 6,018 $ 2,253 $ 380 $ 89 $ – $ 8,740
Inter-segment sales 242 10 572 304 (1,128) –
Total revenue 6,260 2,263 952 393 (1,128) 8,740
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
Revenue
Sales to external customers $ 9,135 $ 3,159 $ 540 $ 128 $ – $ 12,962
Inter-segment sales 570 – 676 446 (1,692) –
Total revenue 9,705 3,159 1,216 574 (1,692) 12,962
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Evraz Group S.A.
The following table shows a reconciliation of revenue and EBITDA used by management for decision
making and revenue and profit or loss before tax per the consolidated financial statements prepared
under IFRS.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
$ (44)
EBITDA $ 986 $ 22 $ 613 $ 15 $ 1,592
Unrealised profits adjustment (11) – (3) – 2 (12)
Reclassifications and other adjustments 29 6 34 2 – 71
18 6 31 2 2 59
EBITDA based on IFRS financial
statements $ 1,004 $ 28 $ 644 $ 17 $ (42) $ 1,651
Unallocated subsidiaries (102)
$ 1,549
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Evraz Group S.A.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
$ 110
EBITDA $ 1,033 $ 51 $ 348 $ 16 $ 1,558
Unrealised profits adjustment 62 2 – – (43) 21
Reclassifications and other adjustments (14) 2 3 (2) – (11)
48 4 3 (2) (43) 10
EBITDA based on IFRS financial
statements $ 1,081 $ 55 $ 351 $ 14 $ 67 $ 1,568
Unallocated subsidiaries (122)
$ 1,446
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Evraz Group S.A.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
$ 2
EBITDA (restated) $ 1,777 $ 283 $ 314 $ 31 $ 2,407
Exclusion of management services from
segment result 128 – 10 1 – 139
Unrealised profits adjustment 9 (1) 1 – (53) (44)
Reclassifications and other adjustments 19 (2) 51 5 – 73
156 (3) 62 6 (53) 168
EBITDA based on IFRS financial
statements (restated) $ 1,933 $ 280 $ 376 $ 37 $ (51) $ 2,575
Unallocated subsidiaries (209)
$ 2,366
44
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Evraz Group S.A.
The revenues from external customers for each group of similar products and services are presented
in the following table:
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Evraz Group S.A.
Distribution of the Group’s revenues by geographical area based on the location of customers for
the years ended 31 December was as follows:
CIS
Russia $ 3,080 $ 3,104 $ 5,279
Kazakhstan 184 237 384
Ukraine 296 242 333
Others 150 185 209
3,710 3,768 6,205
America
USA 826 1,566 1,727
Canada 682 779 1,589
Mexico 192 203 173
Others 22 18 40
1,722 2,566 3,529
Asia
Taiwan 376 323 485
Indonesia 195 197 429
Thailand 138 121 285
Republic of Korea 123 123 254
Japan 117 97 120
China 67 131 103
Singapore 66 13 25
Philippines 65 85 51
Vietnam 47 28 8
Jordan 30 81 88
United Arab Emirates 18 40 43
Mongolia 10 11 26
Others 120 104 37
1,372 1,354 1,954
Europe
Turkey 213 392 242
Czech Republic 100 28 58
Italy 85 114 114
Germany 38 45 74
Poland 34 27 37
Austria 26 50 139
Slovakia 19 38 60
Other members of the European Union 88 97 143
Others 37 24 49
640 815 916
Africa
Egypt 138 43 12
Kenya 78 44 37
Republic of South Africa 4 100 363
Others 45 71 35
265 258 447
Other countries 4 6 10
$ 7,713 $ 8,767 $ 13,061
None of the Group’s customers amounts to 10% or more of the consolidated revenues.
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Evraz Group S.A.
Non-current assets other than financial instruments, deferred tax assets and post-employment
benefit assets were located in the following countries at 31 December:
US$ million 2016 2015 2014
Deconsolidation of Subsidiaries
The rescue procedures will result either in (1) Highveld being re-financed or financially restructured
or, if that is not possible, (2) Highveld’s orderly winding down under the supervision of a business
rescue practitioner to maximise the return to creditors and other affected parties.
Following the placement of Highveld under the business rescue procedures, control and
management of Highveld was transferred to a “business rescue practitioner”. Until Highveld is
successfully re-financed/restructured, Highveld’s Board and the Group are no longer able to control
Highveld or exercise significant influence over it. The business rescue practitioner can consult with
the Highveld’s Board or its directors, but he would not be bound by any requests or advice from
Highveld’s Board or the directors.
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Evraz Group S.A.
The Group’s management believe that due to the current market conditions the option to invest
additional cash in Highveld to pay to the creditors and to stop business rescue procedures would
create no economic value for the Group. Therefore, in the opinion of management, the potential
voting rights that the Group has in Highveld have no economic substance.
Based on the management’s current assessment, the business rescue procedures most likely will
result in Highveld being sold to one or more third parties at a significant discount or being mandatorily
liquidated. As a consequence, management believes that on 14 April 2015 (the date of the placement
of Highveld under the business rescue procedures) the Group lost control over Highveld and it is not
expected that it will re-obtain control in the future.
As a result, the Group ceased to consolidate Highveld starting 14 April 2015 and recognised a loss
on disposal of a subsidiary in the amount of $167 million, including $142 million of translation loss
recycled to the statement of operations. In addition, non-controlling interests of $4 million were
derecognised. Management analysed the classification of Highveld to determine whether its disposal
constitutes a discontinued operation under IFRS 5 and concluded that this is not the case.
The table below demonstrates the carrying values of assets and liabilities of Highveld, which were
included in the steel segment of the Group’s operations, at the date of derecognition.
US$ million 13 April 2015
Property, plant and equipment $ 77
Other non-current assets 23
Inventories 74
Accounts receivable 59
Cash and cash equivalents 1
Total assets 234
Non-current liabilities 61
Current liabilities 144
Total liabilities 205
Non-controlling interests 4
Net assets $ 25
On 25 April 2016, Evraz Group S.A. purchased from its parent a 60.016% ownership interest in
Actionfield, which controls Mezhegey coal field project (“Mezhegeyugol”) for $32 million in cash.
On 21 October 2015, Evraz Group S.A. issued to its parent 491 shares with the nominal value of €2
each. In exchange for these shares Evraz Group S.A. received from EVRAZ plc an additional 50%
shareholding in Corber, which owns 81.95% in Raspadskaya, thereby it obtained a controlling
interest in Raspadskaya. The shares issued were valued at $491 million, being the carrying value of
the stake in the separate financial statements of EVRAZ plc, and were included in liabilities to related
parties before 21 October 2015 (Note 16).
The Group applied the pooling of interests method with respect to these acquisitions and presented
its consolidated financial statements as if the transfers of controlling interests in the entities had
occurred from the dates of acquisitions of the subsidiaries by the transferring entity.
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Evraz Group S.A.
5. Goodwill
Goodwill relates to the assembled workforce and synergy from integration of the acquired
subsidiaries into the Group. The table below presents movements in the carrying amount of goodwill.
Gross Impairment Carrying
US$ million amount losses amount
At 31 December 2013 $ 2,981 $ (993) $ 1,988
Impairment – (330) (330)
Oregon Steel Portland Mill – (171) (171)
Calgary – (90) (90)
EVRAZ Palini e Bertoli – (69) (69)
Adjustment to contingent consideration (7) – (7)
Sale of subsidiaries (Note 12) (3) – (3)
Translation difference (343) 236 (107)
At 31 December 2014 $ 2,628 $ (1,087) $ 1,541
Impairment – (251) (251)
OSM Tubular – Camrose Mills – (157) (157)
Oregon Steel Portland Mill – (53) (53)
Red Deer – (41) (41)
Deconsolidation of subsidiaries (Note 4) (17) 17 –
Adjustment to contingent consideration (3) – (3)
Translation difference (216) 105 (111)
At 31 December 2015 $ 2,392 $ (1,216) $ 1,176
Impairment – (316) (316)
Flat rolled products – (188) (188)
Seamless pipes – (111) (111)
Oil Country Tubular Goods – (17) (17)
Transfer to disposal groups classified as held for
sale (28) 28 –
Translation difference 3 17 20
At 31 December 2016 $ 2,367 $ (1,487) $ 880
As explained in Note 6, the composition of cash generating units of Steel North America was
reassessed during the year and the disclosures below reflect this reassessment. The carrying
amount of goodwill was allocated among cash-generating units as follows at 31 December:
US$ million 2016 2015 2014
EVRAZ Inc. NA/EVRAZ Inc. NA Canada $ 808 $ 1,109 $ 1,459
Oregon Steel Portland Mill – 188 241
Rocky Mountain Steel Mills – 410 410
OSM Tubular – Camrose Mills – – 157
General Scrap – 16 16
Others – 1 1
Calgary – 92 109
Red Deer – – 48
Regina Steel – 288 340
Regina Tubular – 98 118
Others – 16 19
Large diameter pipes 355 – –
Oil Country Tubular Goods 137 – –
Long products 316 – –
EVRAZ Vanady-Tula 33 28 36
EVRAZ Vametco Holdings 6 6 9
EVRAZ Nikom, a.s. 29 30 33
Others 4 3 4
$ 880 $ 1,176 $ 1,541
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Evraz Group S.A.
6. Impairment of Assets
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Evraz Group S.A.
The Group recognised the impairment losses as a result of the impairment testing at the level of
cash-generating units. In addition, the Group made a write-off of certain functionally obsolete items
of property, plant and equipment and recorded an impairment relating to VAT with a long-term
recovery.
For the purpose of the impairment testing the Group assessed the recoverable amount of each cash-
generating unit to which the goodwill was allocated or where indicators of impairment were identified.
Given the market volatility, in 2015 and 2014 the impairment test was performed as of 31 December
in the respective years. In 2016, impairment test was performed as of 30 September, the conclusions
were reassessed at 31 December and no further impairment triggers were identified.
In the first half of 2016, based on the analysis of market changes and cash inflow dependence
between the assets and new business organisational structure, management reassessed
the composition of cash generating units of Steel North America for the purposes of impairment
testing. The assets of EVRAZ Inc. NA and EVRAZ Inc. NA Canada, which were previously allocated
to cash-generating units based on individual plant level, were merged into 5 new units based on
principal markets served by each cash-generating unit:
§ Large diameter pipes;
§ Oil Country Tubular Goods (casing and tubing);
§ Seamless pipes;
§ Flat rolled products (plates and coils);
§ Long products (rails, rod and bar products).
The recoverable amounts have been determined based on calculation of either value-in-use or fair
value less costs to sell. Both valuation techniques used cash flow projections based on the actual
operating results and business plans approved by management and appropriate discount rates
reflecting the time value of money and risks associated with respective cash-generating units. For
the periods not covered by management business plans, cash flow projections have been estimated
by extrapolating the results of the respective business plans using a zero real growth rate. In the
determination of fair value less costs to sell the asset’s value additionally includes the cashflows of
future projects not started yet and the associated capital expenditure costs.
The major drivers that led to impairment were the changes in expectations of long-term prices for
iron ore and steel products, the increase in forecasted costs and changes in forecasted production
volumes. Management lowered their forecasts for periods after 2016, because the expectations of
market recovery in North America changed.
The key assumptions used by management in the value-in-use calculations with respect to the cash-
generating units to which the goodwill was allocated are presented in the table below.
Average Carrying
price of Recoverable amount of
Period of Pre-tax commodity amount of CGU before
forecast, discount per tonne CGU, impairment,
years rate, % Commodity in 2017 US$ million US$ million
ferrovanadium
EVRAZ Vametco Holdings 5 14.59 products $16,247 33 17
ferrovanadium
EVRAZ Nikom, a.s. 5 10.74 products $12,568 43 33
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Evraz Group S.A.
In addition, the Group determined that there were indicators of impairment in other cash generating
units and tested them for impairment using the following assumptions.
Average price
Pre-tax of commodity per
Period of discount rate, tonne
forecast, years % Commodity in 2017
vanadium
EVRAZ Stratcor Inc. 5 12.62 $33,803
products
The value in use of the cash-generating units for which an impairment loss was recognised or
reversed in the reporting year was as follows:
30 September 31 December
US$ million 2016 2015
The value in use of Oil Country Tubular Goods and Flat rolled products at 31 December 2015 has
not been disclosed, because of the changes in the composition of North-American cash-generating
units in 2016. Similarly the value in use as disclosed in the 31 December 2015 financial statements
has not been re-presented as it is no longer directly comparable.
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Evraz Group S.A.
The estimations of value in use are most sensitive to the following assumptions:
Discount Rates
Discount rates reflect the current market assessment of the risks specific to each cash-generating
unit. The discount rates have been determined using the Capital Asset Pricing Model and analysis
of industry peers. Reasonably possible changes in discount rates could lead to an additional
impairment at EVRAZ Stratcor Inc., EVRAZ Inc. NA and EVRAZ Inc. NA Canada cash-generating
units. If discount rates were 10% higher, this would lead to an additional impairment of $120 million.
Sales Prices
The price assumptions for the products sold by the Group were estimated based on industry research
using analysts’ views published by Bank of America Merill Lynch, Citigroup, Credit Suisse, Deutsche
Bank, JP Morgan, Morgan Stanley, RBC, Renaissance Capital, UBS, VTB during the period from
August to December 2016. The Group expects that the nominal prices will fluctuate with a compound
annual growth rate of (6.6)%-9.9% in 2017 – 2021, 2.5% in 2022 and thereafter. Reasonably possible
changes in sales prices could lead to an additional impairment at EVRAZ Sukha Balka, EVRAZ
Stratcor Inc., EVRAZ Inc. NA and EVRAZ Inc. NA Canada cash-generating units. If the prices
assumed for 2017 and 2018 in the impairment test were 10% lower, this would lead to an additional
impairment of $37 million.
Sales Volumes
Management assumed that the sales volumes of steel products in 2017 will increase by 7.6% and
future dynamics will be driven by a gradual market recovery and changes in assets’ capacities.
Reasonably possible changes in sales volumes could lead to an additional impairment at EVRAZ
Stratcor Inc., EVRAZ Inc. NA and EVRAZ Inc. NA Canada cash-generating units. If the sales
volumes were 10% lower than those assumed for 2017 and 2018 in the impairment test, this would
lead to an additional impairment of $12 million.
Sensitivity Analysis
For the cash-generating units, which were not impared in the reporting period and for which the
reasonably possible changes could lead to impairment, the recoverable amounts would become
equal to their carrying amounts if the assumptions used to measure the recoverable amounts
changed by the following percentages:
Cost
Discount Sales Sales control
rates prices volumes measures
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Evraz Group S.A.
Cost of revenues, selling and distribution costs, general and administrative expenses include
the following for the years ended 31 December:
In 2016, 2015 and 2014, the Group recognised (expense)/income on allowance or net reversal of
the allowance for net realisable value in the amount of $2 million, $(1) million and $(4) million,
respectively.
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Evraz Group S.A.
Interest expense consisted of the following for the years ended 31 December:
US$ million 2016 2015 2014
Bank interest $ (133) $ (88) $ (55)
Interest on bonds and notes (306) (342) (448)
Finance charges payable under finance leases – – (1)
Net interest expense on employee benefits
obligations (Note 23) (22) (24) (30)
Discount adjustment on provisions (Note 24) (14) (13) (15)
Interest and guarantees fees on transactions
with related parties (11) (9) (3)
Other (3) (5) (9)
$ (489) $ (481) $ (561)
Interest income consisted of the following for the years ended 31 December:
US$ million 2016 2015 2014
Interest on bank accounts and deposits $ 6 $ 4 $ 9
Interest on loans and accounts receivable 2 3 4
Interest on loans receivable from related parties
(Note 16) 10 – –
Other 3 2 4
$ 21 $ 9 $ 17
Gain/(loss) on financial assets and liabilities included the following for the years ended 31 December:
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Evraz Group S.A.
8. Income Taxes
The Group’s income was subject to tax at the following tax rates:
Major components of income tax expense for the years ended 31 December were as follows:
US$ million 2016 2015 2014
Current income tax expense $ (185) $ (100) $ (356)
Adjustment in respect of income tax of
previous years 2 1 (1)
Deferred income tax benefit/(expense)
relating to origination and reversal of
temporary differences 87 87 163
The major part of income taxes is paid in the Russian Federation. A reconciliation of income tax
expense applicable to profit before income tax using the Russian statutory tax rate to income tax
expense as reported in the Group’s consolidated financial statements for the years ended
31 December is as follows:
In 2014, the increase in the amount of non-deductible expenses and unrecognised temporary
differences was mostly caused by the significant forex exchange losses and losses on derivatives
(Note 25), which either cannot be utilised or cannot be deductible for tax purposes in certain
subsidiaries.
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Evraz Group S.A.
Deferred income tax assets and liabilities and their movements for the years ended 31 December
were as follows:
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Evraz Group S.A.
As of 31 December 2016, 2015 and 2014, deferred income taxes in respect of undistributed earnings
of the Group’s subsidiaries have not been provided for, as management does not intend to distribute
accumulated earnings in the foreseeable future. The current tax rate on intra-group dividend income
varies from 0% to 15%. The temporary differences associated with investments in subsidiaries were
not recognised as the Group is able to control the timing of the reversal of these temporary
differences and does not intend to reverse them in the foreseeable future.
In the context of the Group’s current structure, tax losses and current tax assets of the different
companies may not be set off against current tax liabilities and taxable profits of other companies in
the same jurisdiction, except for the companies registered in Cyprus, Russia and the United Kingdom
where group relief and tax consolidation can be applied. As of 31 December 2016, the unused tax
losses carried forward approximated $9,718 million (2015: $7,631 million, 2014: $7,879 million). The
Group recognised deferred tax assets of $226 million (2015: $208 million, 2014: $247 million) in
respect of unused tax losses. Deferred tax assets in the amount of $2,327 million (2015:
$1,888 million, 2014: $1,719 million) have not been recorded as it is not probable that sufficient
taxable profits will be available in the foreseeable future to offset these losses. Tax losses of $8,582
million (2015: $6,616 million, 2014: $6,586 million) for which deferred tax assets were not recognised
arose in companies registered in Canada, Cyprus, Italy, Luxembourg, Russia, Ukraine and the USA.
Losses in the amount of $8,539 million (2015: $6,384 million, 2014: $6,332 million) are available
indefinitely for offset against future taxable profits of the companies in which the losses arose and
$44 million will expire in 2018 (2015: $232 million, 2014: $254 million).
Cost:
Land $ 100 $ 97 $ 124
Buildings and constructions 1,755 1,512 1,908
Machinery and equipment 4,446 3,961 5,094
Transport and motor vehicles 223 193 249
Mining assets 2,440 2,100 2,572
Other assets 38 37 60
Assets under construction 424 302 428
9,426 8,202 10,435
Accumulated depreciation, depletion and
impairment losses:
Buildings and constructions (872) (690) (790)
Machinery and equipment (2,637) (2,163) (2,633)
Transport and motor vehicles (144) (114) (147)
Mining assets (1,093) (908) (1,024)
Other assets (28) (25) (45)
(4,774) (3,900) (4,639)
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Evraz Group S.A.
The movement in property, plant and equipment for the year ended 31 December 2016 was as
follows:
The movement in property, plant and equipment for the year ended 31 December 2015 was as
follows:
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Evraz Group S.A.
The movement in property, plant and equipment for the year ended 31 December 2014 was as
follows:
Assets under construction include prepayments to constructors and suppliers of property, plant and
equipment in the amount of $34 million, $24 million and $22 million as of 31 December 2016, 2015
and 2014, respectively.
On 1 January 2014, certain of the Group’s subsidiaries reassessed the remaining useful lives of
property, plant and equipment, which resulted in a $52 million decrease in depreciation expense as
compared to the amounts that would have been charged had no change in estimate occurred.
Impairment losses were identified in respect of certain items of property, plant and equipment that
were recognised as functionally obsolete or as a result of the testing at the level of cash-generating
units (Note 6).
The amount of borrowing costs capitalised during the year ended 31 December 2016 was $9 million
(2015: $16 million, 2014: $18 million).
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Evraz Group S.A.
As of 31 December 2016, 2015 and 2014, water rights and environmental permits with a carrying
value of $57 million had an indefinite useful life.
The movement in intangible assets for the year ended 31 December 2016 was as follows:
Water rights
Customer and environ-
relation- mental Contract
US$ million ships permits terms Other Total
At 31 December 2015, cost, net of accumulated
amortisation $ 232 $ 57 $ 16 $ 19 $ 324
Additions – – – 3 3
Amortisation charge (35) – (2) (4) (41)
Translation difference 6 – 3 2 11
At 31 December 2016, cost, net of accumulated
amortisation $ 203 $ 57 $ 17 $ 20 $ 297
The movement in intangible assets for the year ended 31 December 2015 was as follows:
Water rights
Customer and environ-
relation- mental Contract
US$ million ships permits terms Other Total
At 31 December 2014, cost, net of accumulated
amortisation $ 339 $ 57 $ 23 $ 22 $ 441
Additions – – – 6 6
Amortisation charge (43) – (2) (5) (50)
Loss of control over a subsidiary (20) – – – (20)
Translation difference (44) – (5) (4) (53)
At 31 December 2015, cost, net of accumulated
amortisation $ 232 $ 57 $ 16 $ 19 $ 324
The movement in intangible assets for the year ended 31 December 2014 was as follows:
Water rights
Customer and environ-
relation- mental Contract
US$ million ships permits terms Other Total
At 31 December 2013, cost, net of accumulated
amortisation $ 448 $ 57 $ 44 $ 39 $ 588
Additions – – – 4 4
Amortisation charge (60) – (4) (8) (72)
Impairment loss recognised in statement of
operations (16) – – – (16)
Transfer to assets held for sale (1) – – – (1)
Translation difference (32) – (17) (13) (62)
At 31 December 2014, cost, net of accumulated
amortisation $ 339 $ 57 $ 23 $ 22 $ 441
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Evraz Group S.A.
The Group accounted for investments in joint ventures and associates under the equity method.
Streamcore
The Group owns a 50% interest in Streamcore (Cyprus), a joint venture established for the purpose
of exercising joint control over facilities for scrap procurement and processing in Siberia, Russia.
The table below sets out Streamcore’s assets and liabilities as of 31 December:
US$ million 2016 2015 2014
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Evraz Group S.A.
The major classes of assets and liabilities of the disposal groups measured at the lower of carrying
amount and fair value less costs to sell were as follows as of 31 December:
Non-current liabilities 5 – 13
Current liabilities 3 – –
Liabilities directly associated with
assets classified as held for sale 8 – 13
Non-controlling interests – – –
Net assets classified as held for sale $ 19 $ 1 $ (9)
The net assets of disposal groups classified as held for sale at 31 December related to the following
reportable segments:
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Evraz Group S.A.
The table below demonstrates the carrying values of assets and liabilities, at the dates of disposal,
of the subsidiaries and other business units disposed of during 2014–2016.
The net assets of disposal groups sold in 2014–2016 related to the following reportable segments:
Cash flows on disposal of subsidiaries and other business units were as follows:
US$ million 2016 2015 2014
In 2016, cash inflows included $16 million of prepayment for the sale of certain disposal groups.
In 2015, the Group sold assets of Portland Structural Tubing for a cash consideration of $51 million.
The Group recognised $20 million as a gain on disposal groups classified as held for sale.
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Evraz Group S.A.
In April 2014, the Group sold its wholly-owned subsidiary EVRAZ Vitkovice Steel to a third party for
a cash consideration of $287 million on a debt free and normalised working capital basis. Transaction
costs amounted to $3 million. As of 31 December 2014, the Group owed $25 million to the purchaser
of EVRAZ Vitkovice Steel. In 2015, this amount was fully settled through an offset with receivables
from the former subsidiary.
The Group recognised a $90 million gain on the sale of the subsidiary, including $61 million of
cumulative exchange gains reclassified from other comprehensive income to the consolidated
statement of operations. Cash disposed with the subsidiary amounted to $20 million.
Assets of Evrazruda
In 2014, the Group sold an iron ore mine and heat and power plant located in the Krasnoyarsk and
Kemerovo regions of Russia. The gain on these transactions amounted to $25 million, including
$5 million of cumulative exchange gains reclassified from other comprehensive income to the
consolidated statement of operations.
Other disposal groups held for sale included a few small subsidiaries involved in non-core activities
(construction business, trading activity and recreational services) and other non-current assets.
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Evraz Group S.A.
The Group holds approximately 15% in Delong Holdings Limited (“Delong”), a flat steel producer
headquartered in Beijing (China). The investments in Delong are measured at fair value based on
market quotations of the Singapore Exchange ($3 million, $5 million and $16 million at 31 December
2016, 2015 and 2014, respectively). The change in the fair value of these shares is initially recorded
in other comprehensive income.
In 2016, 2015 and 2014, impairment losses relating to the decline in market quotations of Delong
shares in the amount of $Nil, $Nil and $12 million, respectively, were recorded through other
comprehensive income and $2 million, $11 million and $1 million, respectively, were recognised in
the statement of operations.
14. Inventories
As of 31 December 2016, 2015 and 2014, the net realisable value allowance was $34 million,
$35 million and $47 million, respectively.
As of 31 December 2016, 2015 and 2014, certain items of inventory with an approximate carrying
amount of $315 million, $383 million and $607 million, respectively, were pledged to banks as
collateral against loans provided to the Group (Note 22).
Ageing analysis and movement in allowance for doubtful accounts are provided in Note 28.
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Evraz Group S.A.
Related parties of the Group include associates and joint venture partners, key management
personnel and other entities that are under the control or significant influence of the key management
personnel, the Group’s ultimate parent or its shareholders. In considering each possible related party
relationship, attention is directed to the substance of the relationship, not merely the legal form.
In 2016 and 2014, the Group did not recognise any expense or income in relation to bad and doubtful
debts of related parties. In 2015, a $2 million reversal of bad and doubtful debts allowance was
recognised in the consolidated statement of operations.
Transactions with related parties were as follows for the years ended 31 December:
Sales to Purchases from
related parties related parties
US$ million 2016 2015 2014 2016 2015 2014
Genalta Recycling Inc. $ – $ – $ – $ 8 $ 14 $ 24
Interlock Security Services – – 1 19 24 39
Vtorresource-Pererabotka 7 8 17 281 274 465
Yuzhny GOK 25 29 42 77 70 125
Other entities – – 3 11 12 24
$ 32 $ 37 $ 63 $ 396 $ 394 $ 677
In addition to the disclosures presented in this note, some of the balances and transactions with
related parties are disclosed in Notes 4, 11, 13 and 25.
Genalta Recycling Inc. is a joint venture of a Canadian subsidiary of the Group. It sells scrap metal
to the Group.
Interlock Security Services is a group of entities controlled by a member of the key management
personnel, which provide security services to the Russian and Ukrainian subsidiaries of the Group.
In August-September 2016, the main businesses of this group were sold by a key person to third
parties and they ceased to be related parties to the Group.
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Evraz Group S.A.
Lanebrook Limited is a controlling shareholder of the Company. In 2008, the Group acquired from
Lanebrook a 1% ownership interest in Yuzhny GOK for a cash consideration of $38 million (Note 18).
As part of the transaction, the Group signed a put option agreement that gives the Group the right to
sell these shares back to Lanebrook Limited for the same amount. In January 2014, the Group sold
0.14% of the shares to Lanebrook Limited for $6 million. The put option for the remaining shares
expires on 31 December 2017.
Timir is a joint venture of the Company’s parent with Alrosa for the development of 4 iron ore deposits
in the southern part of the Yakutia region in Russia. The Company has outstanding loans receivable
from Timir.
Yuzhny GOK, an ore mining and processing plant, is an associate of Lanebrook Limited. The Group
sold steel products to Yuzhny GOK and purchased sinter from the entity. In 2016, 2015 and 2014,
the volume of purchases was 1,619,745 tonnes, 1,517,580 tonnes and 1,486,415 tonnes,
respectively.
The transactions with related parties were based on prevailing market terms.
On 1 April 2014, a Ukrainian subsidiary of the Group received a non-interest bearing loan of
2,935 million Ukrainian hryvnias ($267 million at the exchange rate as of the date of disbursement)
from Standart IP, an entity under control of one of the major shareholders. The proceeds were used
for the purposes of short-term liquidity management for the subsidiary. The loan was fully repaid in
several instalments by 10 April 2014 using the loans provided by the other Group’s subsidiary.
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Evraz Group S.A.
Key management personnel include the following positions within the Group:
§ directors of the Company,
§ vice presidents,
§ senior management of major subsidiaries.
In 2016, 2015 and 2014, key management personnel totalled 27, 39 and 44 people, respectively.
Total compensation to key management personnel were included in general and administrative
expenses in the consolidated statement of operations and consisted of the following:
US$ million 2016 2015 2014
Salary $ 11 $ 13 $ 17
Performance bonuses 9 9 29
Social security taxes 3 4 4
Share-based payments (Note 21) 8 10 14
Termination benefits – – 1
Other benefits – – 1
$ 31 $ 36 $ 66
Input VAT, representing amounts payable or paid to suppliers, is recoverable from the tax authorities
via offset against VAT payable to the tax authorities on the Group’s revenue or direct cash receipts
from the tax authorities. Management periodically reviews the recoverability of the balance of input
value added tax and believes it is fully recoverable within one year.
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Evraz Group S.A.
Cash and cash equivalents, mainly consisting of cash at banks, were denominated in the following
currencies as of 31 December:
At 31 December 2016, 2015 and 2014, the assets of disposal groups classified as held for sale
included cash amounting to $2 million, $Nil and $Nil, respectively.
20. Equity
Share Capital
Authorised
Ordinary shares of €2 each 257,204,326 257,204,326 257,204,326
Share Issue
On 21 October 2015, Evraz Group S.A. issued to its parent 491 shares with the nominal value of €2
each in exchange for a 50% shareholding in Corber valued at $491 million (Note 2 Restatement of
Financial Statements). On the same date the Company issued 88 shares with the nominal value of
€2 each for $88 million received in cash from EVRAZ plc.
On 16 March 2016, EVRAZ plc resolved to contribute to the Company $300 million in cash. In 2016,
the amount was received by Evraz Group S.A. in full.
Treasury Shares
At 31 December 2014, the Company had 7,333,333 treasury shares. On 27 March 2015, these
treasury shares were cancelled.
Legal Reserve
According to the Luxembourg Law, Evraz Group S.A. is required to create a legal reserve of 10% of
share capital per the Luxembourg statutory accounts by annual appropriations which should be at
least 5% of the annual net profit per statutory financial statements. The legal reserve can be used
only in case of a bankruptcy.
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Evraz Group S.A.
Earnings per share are calculated by dividing the net income attributable to ordinary shareholders
by the weighted average number of ordinary shares in issue during the period. Diluted earnings per
share amounts are calculated by dividing the net profit attributable to ordinary equity holders by the
weighted average number of ordinary shares outstanding during the period plus the weighted
average number of ordinary shares that would be issued on the conversion of all the potential dilutive
ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share
computations:
Dividends
Evraz Group S.A. declared to its parent the following aggregate amounts of dividends:
Dividends
declared, US$ per
US$ million share
Final for 2013 150 1.01
Final for 2014 350 2.35
In addition, certain subsidiaries of the Group declared dividends. The share of non-controlling
shareholders in those dividends was $Nil, $Nil and $3 million in 2016, 2015 and 2014, respectively.
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Evraz Group S.A.
On 6 September 2012, 24 September 2013, 8 August 2014, 26 October 2015 and 15 September
2016, the Group’s parent adopted Incentive Plans under which certain senior executives and
employees (“participants”) could be gifted shares of the parent company upon vesting.
The vesting date for each tranche occurs within the 90-day period after announcement of the annual
results. The expected vesting dates of the awards outstanding at 31 December 2016 are presented
below:
Number of Shares of Incentive Plan Incentive Plan Incentive Plan Incentive Plan
EVRAZ plc Total 2016 2015 2014 2013
The plans are administrated by the Board of Directors of EVRAZ plc. The Board of Directors has the
right to accelerate vesting of the grant. In the event of a participant’s employment termination, unless
otherwise determined by the Board or by a decision of the authorised person, a participant loses the
entitlement for the shares that were not gifted up to the date of termination.
There have been no modifications or cancellations to the plans during 2014–2016.
The Group accounted for share-based compensation at fair value pursuant to the requirements of
IFRS 2 “Share-based Payment”. The weighted average fair value of share-based awards granted in
2016, 2015 and 2014 was $1.73, $1.12 and $1.51 per share of EVRAZ plc, respectively. The fair
value of these awards was estimated at the date of grant and measured at the market price of the
shares of a parent company reduced by the present value of dividends expected to be paid during
the vesting period. The following inputs, including assumptions, were used in the valuation of
Incentive plans, which were effective during 2014-2016:
Incentive Plan Incentive Plan Incentive Plan Incentive Plan Incentive Plan Incentive Plan
2016 2015 2014 2013 2012 2011
Dividend yield (%) n/a 7.3 – 9.1 3.6 – 4.8 4.0 – 8.8 1.9 – 5.4 3.6 – 4.8
Expected life (years) 0.5 – 3.5 0.6 – 3.6 0.6 – 3.6 0.6 – 3.6 0.6 – 2.6 0.5 – 2.5
Market prices of the shares of
EVRAZ plc (2011: Evraz
Group S.A.) at the grant
dates $1.73 $1.36 $1.68 $2.13 $3.61 $51.57
The following table illustrates the number of, and movements in, share-based awards during the
years.
2016 2015 2014
Outstanding at 1 January 43,767,553 36,608,052 27,692,062
Granted during the year 10,383,528 20,610,611 20,220,620
Forfeited during the year (8,104,361) (3,473,851) (3,064,281)
Vested during the year (11,465,371) (9,977,259) (8,240,349)
Outstanding at 31 December 34,581,349 43,767,553 36,608,052
In 2014, the actual quantity of the vested shares transferred by EVRAZ plc to the participants was
reduced by 596,896 shares, which represent withholding taxes and other deductions.
The weighted average share price at the dates of exercise was $1.78, $2.59 and $1.72 in 2016, 2015
and 2014, respectively.
The weighted average remaining contractual life of the share-based awards outstanding as of
31 December 2016, 2015 and 2014 was 1.2, 1.5 and 1.6 years, respectively.
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In the years ended 31 December 2016, 2015 and 2014, the expense arising from the equity-settled
share-based compensations was as follows:
Bank loans $ 2,067 $ 1,799 $ 268 $ 2,236 $ 1,958 $ 278 $ 1,662 $ 1,441 $ 221
US dollar-denominated
8.25% notes due 2015 – – – – – – 138 – 138
7.40% notes due 2017 – – – 286 286 – 600 600 –
7.75% bonds due 2017 26 – 26 186 186 – 392 392 –
9.5% notes due 2018 125 125 – 353 353 – 509 509 –
6.75% notes due 2018 528 528 – 796 796 – 850 850 –
7.5% senior secured notes due
2019 350 350 – 350 350 – 350 350 –
6.50% notes due 2020 1,000 1,000 – 1,000 1,000 – 1,000 1,000 –
8.25% notes due 2021 750 750 – 750 750 – – – –
6.75% notes due 2022 500 500 – – – – – – –
Rouble-denominated
8.75% rouble bonds due 2015 – – – – – – 69 – 69
9.95% rouble bonds due 2015 – – – – – – 267 – 267
8.40% rouble bonds due 2016 – – – 165 – 165 356 356 –
12.95% rouble bonds due 2019 247 247 – 206 206 – – – –
12.60% rouble bonds due 2021 247 247 – – – – – – –
Other liabilities – – – – – – 1 – 1
Fair value adjustment to liabilities
assumed in business
combination 1 – 1 7 7 – 20 20 –
Unamortised debt issue costs (44) (44) – (54) (54) – (57) (55) (2)
Interest payable 97 – 97 66 12 54 74 7 67
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Evraz Group S.A.
Pledged Assets
The Group pledged its rights under selected export contracts as collateral under the loan
agreements. All proceeds from sales of steel pursuant to these contracts can be used to satisfy the
obligations under the loan agreements in the event of a default.
At 31 December 2016, 2015 and 2014, a 100% ownership interest in EVRAZ Inc NA and 51% in
EVRAZ Inc NA Canada were pledged against a $350 million liability under 7.5% senior secured
notes due 2019. The subsidiaries represent approximately 28% of the consolidated assets at
31 December 2016 and generated almost 19% of the consolidated revenues in 2016. In addition,
property, plant and equipment and inventory of these subsidiaries amounting to $1,013 million and
$315 million, respectively, at 31 December 2016 (2015: $1,052 million and $382 million, 2014:
$1,140 million and $607 million, respectively) were pledged as collateral under the notes.
At 31 December 2015 and 2014, 100% of shares of EVRAZ Caspian Steel were pledged as collateral
under a bank loan with a carrying value of $107 million at the end of 2015. In addition, property, plant
and equipment of EVRAZ Caspian Steel amounting to $55 million at 31 December 2015 (2014:
$108 million) were pledged as collateral under the same loan. In 2016, the loan was fully repaid.
The Group’s pledged assets at carrying value included the following at 31 December:
US$ million 2016 2015 2014
Property, plant and equipment $ 1,013 $ 1,107 $ 1,263
Inventory 315 383 607
In June 2016, the Group issued 6.75% notes due 2022 in the amount of $500 million. The proceeds
from the issue of the notes were used to finance the purchase of 7.40% notes due 2017, 9.50%
notes due 2018, 6.75% notes due 2018 and 7.75% bonds due 2017 at the tender offer settled on 17
June 2016 and to refinance other current indebtedness of the Group.
In March 2016, the Group completed a placement of bonds in the total amount of 15,000 million
Russian roubles ($247 million at 31 December 2016), which bear interest of 12.60% per annum and
mature on 23 March 2021. The currency risk exposure of these bonds was not hedged.
In December 2015, the Group issued 8.25% notes due 2021 in the amount of $750 million.
The proceeds from the issue of the notes were used to finance the purchase of 7.40% notes due
2017, 9.50% notes due 2018 and 6.75% notes due 2018 at the tender offer settled on 18 December
2015 and to refinance other current indebtedness of the Group.
In July 2015, the Group completed a placement of bonds in the total amount of 15,000 million
Russian roubles ($206 million at 31 December 2015), which bear interest of 12.95% per annum and
have the next put date on 26 June 2019. The currency risk exposure of these bonds was hedged
(Note 25).
In November 2014, the Group issued 7.5% senior secured notes due 2019 notes in the amount of
$350 million. The proceeds from the issue of the notes were used for the partial repayment of the
8.25% notes maturing on 10 November 2015.
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Evraz Group S.A.
In 2016, the Group fully settled its 8.40% rouble bonds due 2016, there was no gain or loss on this
transaction.
In March 2015, the Group fully settled the 8.75% bonds due 2015 with the nominal value of
3,885 million roubles ($65 million) at par. There was no gain or loss on this transaction.
In April 2015, the Group partially repurchased 9.95% bonds due 2015 for a cash consideration of
$80 million. The nominal value of the repurchased notes was 4,150 million roubles ($81 million).
As a result, the Group recognised a $1 million gain within gain/(loss) on financial assets and liabilities
caption of the consolidated statement of operations. In October 2015, the Group settled
the remaining 10,850 million roubles ($175 million) at par. There was no gain or loss on this
transaction.
In July 2015, the Group partially repurchased 8.40% bonds due 2016 with the principal of
4,792 million roubles ($84 million at the exchange rate as of the date of the transaction) for a cash
consideration of 4,696 million roubles ($82.5 million at the exchange rate as of the date of the
transaction). In September 2015, the Group repurchased additional 3,159 million roubles
($48 million) at par. There was no gain or loss on this transaction. At 31 December 2015, the amount
of outstanding bonds was 12,049 million roubles ($165 million).
In April 2014, the Group repurchased 13.5% bonds due 2014 for a nominal amount totalling
2,258 million roubles ($64 million). In October 2014, the Group settled the remaining 17,742 million
roubles ($440 million). There was no gain or loss on these transactions.
In 2016, the Group partially repurchased 9.50% notes due 2018 ($228 million), 6.75% notes due
2018 ($268 million) and 7.75% bonds due 2017 ($160 million). The premium over carrying value on
the repurchase in the amount of $20 million, $7 million and $5 million, respectively, was charged to
the Gain/(loss) on financial assets and liabilities caption of the consolidated statement of operations.
In 2016, the Group fully repurchased 7.40% notes due 2017 ($286 million) paying a premium over
the carrying value of $14 million.
In December 2015, the Group partially repurchased 7.40% notes due 2017 ($314 million), 9.50%
notes due 2018 ($156 million) and 6.75% notes due 2018 ($54 million). The premium over carrying
value on the repurchase in the amount of $14 million, $11 million and $1 million, respectively, was
charged the Gain/(loss) on financial assets and liabilities caption of the consolidated statement of
operations.
In 2014, the Group partially repurchased 8.25% notes due 2015 for a cash consideration of
$437 million. The nominal value of the notes was $439 million. As a result, the Group recognised
a loss on extinguishment of debts in the amount of $6 million within gain/(loss) on financial assets
and liabilities in the consolidated statement of operations. During 2015 the Group repurchased the
remaining $138 million. There was no gain or loss on these transactions.
In 2014, EVRAZ plc partially repurchased 7.75% bonds due 2017 (issued by Raspadskaya) for a
cash consideration of $6 million. The nominal value of the bonds was $8 million. In October and
November 2015, the Group repurchased through a tender offer and market transactions an
additional $206 million at par. The difference between the carrying value of these bonds and the
purchase consideration amounting to $7 million was credited to the Gain/(loss) on financial assets
and liabilities caption of the consolidated statement of operations.
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Evraz Group S.A.
Some of the loan agreements and terms and conditions of notes provide for certain covenants in
respect of Evraz Group S.A., its parent EVRAZ plc, and its subsidiaries. The covenants impose
restrictions in respect of certain transactions and financial ratios, including restrictions in respect of
indebtedness and profitability. EBITDA used for covenants compliance calculations is determined
based on the definitions of the respective loan agreements and may differ from that used by
management for evaluation of performance.
Several bank credit facilities totalling $1,829 million contain certain financial maintenance covenants.
These covenants require EVRAZ plc to maintain two key ratios, consolidated net indebtedness to
12-month consolidated EBITDA and 12-month consolidated EBITDA to adjusted 12-month
consolidated interest expense, within certain limits. Also the covenants contain a limitation on the
amount of EVRAZ plc total consolidated indebtedness. A breach of one or both of these ratios or
excess of the indebtedness limit would constitute an event of default under the facility which in turn
may trigger cross default events under other debt instruments of the Group. The terms of certain
facilities also set certain limitations on dividend payments by EVRAZ plc, acquisitions and disposals.
In the first half of 2016, EVRAZ plc signed amendments to these facilities, whereby the testing of
financial ratios was suspended for three semi-annual testing periods starting from 30 June 2016,
subject to compliance with certain additional restrictions on indebtedness and dividends. As a result,
as of 31 December 2016, only one of the outstanding facilities has the EBITDA to interest cover ratio
tested against a comfortable level of minimum 1.5x. Transaction costs relating to these amendments
amounted to $4 million.
Notes due 2018, 2020, 2021 and 2022 totalling $2,903 million issued by Evraz Group S.A., a holding
company directly wholly owned by EVRAZ plc, have covenants restricting the incurrence of
indebtedness by the issuer and its consolidated subsidiaries conditional on a gross leverage ratio.
While the ratio level itself does not constitute a breach of covenants, exceeding the threshold triggers
a restriction on incurrence of consolidated indebtedness, which is removed once the ratio goes back
below the threshold. The effect of the restriction is such that Evraz Group S.A. and its subsidiaries
are not allowed to increase the consolidated indebtedness at the level of Evraz Group S.A., but are
allowed to refinance existing indebtedness subject to certain conditions.
The incurrence covenants are in line with the Group’s financial strategy and, therefore, do not
constitute any excessive restriction on its operations.
The $400 million 7.75% notes due 2017 issued by Raspadskaya in 2012, out of which $374 million
are held by Evraz Group S.A. at 31 December 2016, have covenants similar to those of Evraz Group
S.A., but with the ratio calculation based on the consolidated numbers of Raspadskaya and the
restrictions applying only to Raspadskaya and its subsidiaries. These restrictions have the same
effect on Raspadskaya, but no effect on EVRAZ plc and its other subsidiaries that are not part of the
Raspadskaya Group.
The $350 million notes due 2019 issued by Evraz Inc NA Canada in November 2014 have certain
covenants, that contain restrictions on the incurrence of new debt by EVRAZ North America plc, the
parent company of Evraz Inc NA and Evraz Inc NA Canada, and its subsidiaries (together, “Evraz
North America”) and restrictions on certain types of payments, including dividends, from Evraz North
America.
During 2016 the Group was in compliance with all financial and non-financial covenants.
Unamortised debt issue costs represent agent commission and transaction costs paid by the Group
in relation to the arrangement and reset of loans and notes.
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Evraz Group S.A.
Russian Plans
Certain Russian subsidiaries of the Group provide regular lifetime pension payments and lump-sum
amounts payable at retirement date. These benefits generally depend on years of service, level of
remuneration and amount of pension payment under the collective bargaining agreements. Other
post-employment benefits consist of various compensations and certain non-cash benefits. The
Group funds the benefits when the amounts of benefits fall due for payment.
In addition, some subsidiaries have defined benefit plans under which contributions are made to
a separately administered non-state pension fund. The Group matches 100% of the employees’
contributions to the fund up to 4% of their monthly salary. The Group’s contributions become payable
at the participants’ retirement dates. At the end of the reporting year the benefit obligation was valued
based on the terms of the pension plan assuming that all defined benefit plan participants will
continue to participate in the plan.
Defined contribution plans represent payments made by the Group to the Russian state pension,
social insurance and medical insurance funds at the statutory rates in force, based on gross salary
payments. The Group has no legal or constructive obligation to pay further contributions in respect
of those benefits.
Ukrainian Plans
The Ukrainian subsidiaries make regular contributions to the State Pension Fund thereby
compensating 100% of preferential pensions paid by the fund to employees who worked under
harmful and hard conditions. The amount of such pension depends on years of service and salary.
In addition, employees receive lump-sum payments on retirement and other benefits under collective
labour agreements. These benefits are based on years of service and level of compensation. All
these payments are considered as defined benefit plans.
The Ukrainian pension legislation provides for annual indexation of pensions, at least up to the level
of CPI. The indexation of pensions in a particular year depends on the availability of financial
resources in the State pension fund. The subsidiaries are obliged to pay preferential pensions
indexed according to the government’s decision. The Group determined the amount of defined
benefit obligations based on the assumption that pensions will be indexed despite possible
insufficiency of money in the State pension fund, which would result in a non-fulfilment of this law by
the fund itself and, consequently, would cancel the obligations of Ukrainian enterprises to pay higher
pensions.
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Evraz Group S.A.
Certain employees that were hired after specified dates are no longer eligible to participate in the
defined benefit pension plans. Those employees are instead enrolled in defined contribution plans
and receive a contribution funded by the Group’s subsidiaries equal to 3–7% of annual wages,
including applicable bonuses. The defined contribution plans are funded annually and, depending
on their work location, participants’ benefits vesting dates range from immediate to after three years
of service. In addition, the subsidiaries have defined contribution plans available for eligible U.S. and
Canadian-based employees in which the subsidiaries generally match a percentage of the
participants’ contributions.
In the third quarter of 2015, a U.S. subsidiary made lump-sum settlement offers to former employees
vested in one of its three U.S.-based pension plans. Eligible participants were provided with a one-
time opportunity to choose either a lump-sum settlement immediately, or to begin receiving their
annuity payments in December 2015, irrespective of the former employee’s age or retirement status.
Approximately 749 employees, or 61% of those eligible, elected to take the lump-sum settlement,
triggering settlement accounting for two of the U.S. subsidiary’s plans.
Other Plans
Defined benefit pension plans and defined contribution plans are maintained by the subsidiaries
located in the Republic of South Africa and Italy.
The Russian, Ukrainian and other defined benefit plans are mostly unfunded and the US and
Canadian plans are partially funded.
Except as disclosed above, in 2016 there were no significant plan amendments, curtailments or
settlements.
The Group’s defined benefit plans are exposed to the risks of unexpected growth in benefit payments
as a result of increases in life expectancy, inflation, and salaries. As the plan assets include
significant investments in quoted and unquoted equity shares, corporate and government bonds and
notes, the Group is also exposed to equity market risk.
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Evraz Group S.A.
The components of net benefit expense recognised in the consolidated statement of operations for
the years ended 31 December 2016, 2015 and 2014 and amounts recognised in the consolidated
statement of financial position as of 31 December 2016, 2015 and 2014 for the defined benefit plans
were as follows:
Net benefit expense (recognised in the statement of operations within cost of sales and
selling, general and administrative expenses and interest expense)
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Current service cost $ (2) $ (2) $ (19) $ – $ (23)
Net interest expense (9) (5) (8) – (22)
Net actuarial gains/(losses) on other long-
term employee benefits obligation 1 – – – 1
Past service cost (1) 1 – – –
Curtailment/settlement gain 1 – – – 1
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Current service cost $ (4) $ (2) $ (23) $ – $ (29)
Net interest expense (11) (6) (7) – (24)
Net actuarial gains/(losses) on other long-
term employee benefits obligation – – – (1) (1)
Past service cost 7 2 (3) – 6
Curtailment/settlement gain 2 – 1 – 3
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Current service cost $ (7) $ (3) $ (19) $ – $ (29)
Net interest expense (15) (7) (6) (2) (30)
Net actuarial gains/(losses) on other long-
term employee benefits obligation 22 – – – 22
Curtailment gain 6 – – – 6
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Evraz Group S.A.
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Return on plan assets, excluding amounts
included in net interest expense $ (1) $ – $ 7 $ – $ 6
Net actuarial gains/(losses) on post-
employment benefit obligation 3 8 (6) – 5
$ 2 $ 8 $ 1 $ – $ 11
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Return on plan assets, excluding amounts
included in net interest expense $ – $ – $ (10) $ – $ (10)
Net actuarial gains/(losses) on post-
employment benefit obligation (8) (5) 24 – 11
$ (8) $ (5) $ 14 $ – $ 1
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Return on plan assets, excluding amounts
included in net interest expense $ – $ – $ 46 $ – $ 46
Net actuarial gains/(losses) on post-
employment benefit obligation 15 (17) (78) (1) (81)
Effect of asset ceiling – – 2 – 2
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Evraz Group S.A.
31 December 2015
US
Russian Ukrainian & Canadian Other
US$ million Plans plans plans plans Total
Benefit obligation $ 90 $ 45 $ 691 $ 2 $ 828
Plan assets (1) – (526) – (527)
89 45 165 2 301
31 December 2014
US
Russian Ukrainian & Canadian Other
US$ million Plans plans plans plans Total
Benefit obligation $ 110 $ 58 $ 790 $ 14 $ 972
Plan assets – – (608) – (608)
110 58 182 14 364
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Evraz Group S.A.
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
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Evraz Group S.A.
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Evraz Group S.A.
The weighted average duration of the defined benefit obligation was as follows:
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
The amount of contributions expected to be paid to the defined benefit plans during 2017
approximates $36 million.
The major categories of plan assets as a percentage of total plan assets were as follows at
31 December:
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Evraz Group S.A.
The principal assumptions used in determining pension obligations for the Group’s plans are shown
below:
The following table demonstrates the sensitivity analysis of reasonable changes in the significant
assumptions used for the measurement of the defined benefit obligations, with all other variables
held constant.
Impact on the defined benefit obligation Impact on the defined benefit obligation Impact on the defined benefit obligation
at 31 December 2016, at 31 December 2015, at 31 December 2014,
US$ million US$ million US$ million
Reasonable US & US & US &
change in Russian Ukrainian Canadian Other Russian Ukrainian Canadian Other Russian Ukrainian Canadian Other
assumption plans plans plans plans plans plans plans plans plans plans plans plans
Discount rate 10% $(8) $(4) $(41) $– $(8) $(5) $(35) $– $(11) $(6) $(53) $(6)
(10%) 10 5 44 – 10 6 37 – 14 7 58 6
Future benefits increases 10% 7 1 – – 7 1 – – 9 2 – –
(10%) (7) (1) – – (6) (1) – – (8) (2) – –
Future salary increase 10% 1 1 1 – 1 2 2 – 1 3 3 –
(10%) (1) (1) (1) – (1) (2) (2) – (1) (2) (2) –
Average life expectation,
male, years 1 1 – 13 – 1 – 14 – 1 – 15 –
(1) (1) – (13) – (1) – (14) – (1) – (15) –
Average life expectation,
female, years 1 1 – 5 – 1 – 4 – 1 – 4 –
(1) (1) – (5) – (1) – (4) – (1) – (4) –
Healthcare costs
increase rate 10% – – 1 – – – – – – – – 3
(10%) – – (1) – – – – – – – – –
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Evraz Group S.A.
24. Provisions
In the years ended 31 December 2016, 2015 and 2014, the movement in provisions was as follows:
Site
restoration
and decom-
missioning Legal Other
US$ million costs claims provisions Total
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Evraz Group S.A.
Under the legislation, mining companies and steel mills have obligations to restore mining sites and
contaminated land. The respective liabilities were measured based on estimates of restoration costs
which are expected to be incurred in the future discounted at the annual rate ranging from 1.5% to
13.2% in 2016 (2015: 1.5% to 12.8%, 2014: from 1.5% to 22.6%). The majority of costs are expected
to be paid after 2061.
To manage the currency exposure on the rouble-denominated bonds, the Group partially
economically hedged these transactions: in 2010-2013, the Group concluded currency and interest
rate swap contracts under which it agreed to deliver US dollar-denominated interest payments at the
rates ranging from 3.06% to 8.90% per annum plus the US dollar notional amount, in exchange for
rouble-denominated interest payments plus the rouble notional amount. The exchange is exercised
on approximately the same dates as the payments under the bonds.
The swap contracts, which were effective at 31 December 2014-2016, are summarised in the table
below.
Bonds principal, Hedged amount, Interest rates
Year millions millions Swap amount, on the swap
of issue of roubles of roubles US$ million amount
13.5 per cent bonds due 2014 2009 20,000 14,019 475 7.50% - 8.90%
9.95 per cent bonds due 2015 2010 15,000 14,997 491 5.65% - 5.88%
8.40 per cent bonds due 2016 2011 20,000 19,996 711 4.45% - 4.60%
8.75 per cent bonds due 2015 2013 3,885 3,735 121 3.06% - 3.33%
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Evraz Group S.A.
The aggregate amounts under swap contracts translated at the year end exchange rates are
summarised in the table below.
US$ million 2016 2015 2014
Bonds principal $ – $ 165 $ 692
Hedged amount – 165 688
Swap amount – 430 1,323
These swap contracts were not designated as cash flow or fair value hedges. The Group accounted
for these derivatives at fair value which was determined using valuation techniques. The fair value
was calculated as the present value of the expected cashflows under the contracts at the reporting
dates. Future rouble-denominated cashflows were translated into US dollars using the USD/RUB
implied yield forward curve. The discount rates used in the valuation were the non-deliverable
forward rate curve and the interest rate swap curve for US dollar at the reporting dates.
In 2016, 2015 and 2014, the change in fair value of the derivatives of $273 million, $439 million and
$(494) million, respectively, together with a realised gain/(loss) on the swap transactions, amounting
to $(250) million, $(464) million and $(94) million, respectively, was recognised within gain/(loss) on
financial assets and liabilities in the consolidated statement of operations (Note 7).
In 2014–2016, upon repayment of the 8.40%, 9.95%, 8.75% and 13.5% bonds, the related swap
contracts matured.
Hedging Instruments
In July 2015, the Group completed a placement of bonds in the total amount of 15,000 million
Russian roubles ($247 million at 31 December 2016), which bear interest of 12.95% per annum and
have the next put date on 26 June 2019. The Group used an intercompany loan to transfer the
proceeds from the bonds within the Group. To manage the currency exposure, the Group entered
into a series of cross currency swap contracts with several banks under which it agreed to deliver
US-dollar denominated interest payments at rates ranging from 5.90% to 6.55% per annum plus the
notional amount, totaling approximately $265 million, in exchange for rouble-denominated interest
payments at the rate of 12.95% per annum plus notional, totaling 14,948 million roubles ($246 million
at 31 December 2016).
Bonds principal, Hedged amount, Interest rates
Year millions millions Swap amount, on the swap
of issue of roubles of roubles US$ million amount
12.95 per cent bonds due 2019 2015 15,000 14,948 265 5.90% - 6.55%
The Group accounted for these swap contracts as cash flow hedges. In 2016 and 2015, the change
in fair value of these derivatives amounted to $37 million and $(59) million, respectively. The realised
gain on the swap transactions amounting to $14 million (2015: $5 million) was related to the interest
portion of the change in fair value of the swap. Under IFRS the lesser of the cumulative gain or loss
on the hedging instrument from inception of the hedge and the cumulative change in present value
of the expected future cash flows on the hedged item from inception of the hedge is recognised in
other comprehensive income and the remaining loss on the hedging instrument is recorded through
the statement of operations. In 2016 and 2015, the Group did not recognise any amounts in other
comprehensive income. All the swaps were assessed as effective. In 2016 and 2015, $37 and $(59)
million, respectively, were recorded in the Foreign exchange gains/(losses) caption in the
consolidated statement of operations.
Contingent consideration represents additional payments for the acquisition of Stratcor in 2006. This
consideration could be paid each year up to 2019. The payments depend on the deviation of the
average prices for vanadium pentoxide from certain levels and the amounts payable for each year
are limited to maximum amounts. In 2014–2016, the Group was not required to pay this
consideration due to the movements in the vanadium pentoxide market relative to the levels set in
the agreement.
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Evraz Group S.A.
Taxes payable were mainly denominated in roubles and consisted of the following as of
31 December:
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group. Financial instruments that potentially expose the Group to concentrations
of credit risk consist primarily of cash and trade accounts receivable.
To manage credit risk related to cash, the Group maintains its available cash, mainly in US dollars,
in reputable international banks and major Russian banks. Management periodically reviews the
creditworthiness of the banks in which it deposits cash.
The Group’s trade receivables consist of a large number of customers, spread across diverse
industries and geographical areas. There are no significant concentrations of credit risk within the
Group. The Group defines counterparties as having similar characteristics if they are related entities.
In 2016, the major customers were Russian Railways and Enbridge Inc. (4% and 3.5% of total sales,
respectively).
Part of the Group’s sales is made on terms of letter of credit. In addition, the Group requires
prepayments from certain customers. The Group does not require collateral in respect of trade and
other receivables, except when a customer applies for credit terms which are longer than normal. In
this case, the Group requires bank guarantees or other collateral. The Group has developed
standard credit terms and constantly monitors the status of accounts receivable collection and the
creditworthiness of the customers.
Certain of the Group’s long-standing Russian customers for auxiliary products, such as heat and
electricity, represent municipal enterprises and governmental organisations that experience financial
difficulties. The significant part of doubtful debts allowance consists of receivables from such
customers. The Group has no practical ability to terminate the supply to these customers and
negotiates with regional and municipal authorities the terms of recovery of these receivables.
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Evraz Group S.A.
At 31 December the maximum exposure to credit risk is equal to the carrying amount of financial
assets, which is disclosed below.
US$ million 2016 2015 2014
Restricted deposits at banks (Notes 13 and 18) $ 12 $ 8 $ 8
Financial instruments included in other non-
current and current assets (Notes 13 and 18) 52 40 55
Long-term and short-term investments
(Notes 13 and 18) 35 37 49
Trade and other receivables (Notes 13 and 15) 506 452 658
Loans receivable 34 28 45
Receivables from related parties
(Notes 13 and 16) 285 7 44
Cash and cash equivalents (Note 19) 1,155 1,359 1,049
$ 2,079 $ 1,931 $ 1,908
Receivables from related parties in the table above do not include prepayments in the amount of
$Nil, $Nil and $11 million as of 31 December 2016, 2015 and 2014, respectively.
The ageing analysis of trade and other receivables, loans receivable and receivables from related
parties at 31 December is presented in the table below.
US$ million 2016 2015 2014
Gross Gross Gross
Impairment Impairment Impairment
amount amount amount
Not past due $ 685 $ (1) $ 385 $ – $ 549 $ –
Past due 187 (46) 150 (48) 266 (57)
less than six months 130 (2) 95 (8) 178 (13)
between six months and one
year 7 (2) 9 (2) 46 (8)
over one year 50 (42) 46 (38) 42 (36)
$ 872 $ (47) $ 535 $ (48) $ 815 $ (57)
In the years ended 31 December 2016, 2015 and 2014, the movement in allowance for doubtful
accounts was as follows:
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall
due. The Group’s approach to managing liquidity is to ensure that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate cash reserves and borrowing facilities,
by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities.
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The Group prepares a rolling 12-month financial plan which ensures that the Group has sufficient
cash on demand to meet expected operational expenses, financial obligations and investing
activities as they arise. The Group exercises a daily monitoring of cash proceeds and payments. The
Group maintains credit lines and overdraft facilities that can be drawn down to meet short-term
financing needs. If necessary, the Group refinances its short-term debt by long-term borrowings. The
Group also uses forecasts to monitor potential and actual financial covenants compliance issues
(Note 22). Where compliance is at risk, the Group considers options including debt repayment,
refinancing or covenant reset. The Group has developed standard payment periods in respect of
trade accounts payable and monitors the timeliness of payments to its suppliers and contractors.
The following tables summarise the maturity profile of the Group’s financial liabilities based on
contractual undiscounted payments, including interest payments.
Variable-rate debt
Loans and borrowings
Principal 142 12 114 196 893 312 1,669
Interest 1 25 74 91 154 21 366
Finance lease liabilities – – 1 – – – 1
Total variable-rate debt 143 37 189 287 1,047 333 2,036
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Variable-rate debt
Loans and borrowings
Principal 85 80 86 197 1,353 45 1,846
Interest – 26 73 93 133 1 326
Finance lease liabilities – – 1 1 – – 2
Total variable-rate debt 85 106 160 291 1,486 46 2,174
Variable-rate debt
Loans and borrowings
Principal 82 86 25 606 543 71 1,413
Interest – 13 36 43 33 3 128
Finance lease liabilities – – 1 1 1 – 3
Total variable-rate debt 82 99 62 650 577 74 1,544
Payables to related parties in the tables above do not include advances received in the amount of
$4 million, $1 million and $Nil as of 31 December 2016, 2015 and 2014, respectively.
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Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates
and equity prices, will affect the Group’s income or the value of its holdings of financial instruments.
The objective of market risk management is to manage and control market risk exposures, while
optimising the return on risk.
The Group borrows on both a fixed and variable rate basis and has other interest-bearing liabilities,
such as finance lease liabilities and other obligations.
The Group incurs interest rate risk on liabilities with variable interest rates. The Group’s treasury
function performs analysis of current interest rates. In case of changes in market fixed or variable
interest rates management may consider the refinancing of a particular debt on more favourable
terms.
The Group does not have any financial assets with variable interest rates.
The Group does not account for any fixed rate financial assets or liabilities at fair value through profit
or loss. Therefore, a change in interest rates at the reporting date would not affect the Group’s profits.
The Group does not account for any fixed rate financial assets as assets available for sale.
Therefore, a change in interest rates at the reporting date would not affect the Group’s equity.
Based on the analysis of exposure during the years presented, reasonably possible changes in
floating interest rates at the reporting date would affect profit before tax (“PBT”) by the amounts
shown below. This analysis assumes that all other variables, in particular foreign currency rates,
remain constant.
In estimating reasonably possible changes the Group assessed the volatility of interest rates during
the reporting periods.
2016 2015 2014
Basis Effect on Basis Effect Basis Effect on
points PBT points on PBT points PBT
US$ US$ US$
millions millions millions
Liabilities denominated in US
dollars
Decrease in LIBOR (11) $ 1 (12) $ 2 (2) $ –
Increase in LIBOR 11 (1) 50 (8) 2 –
Liabilities denominated in euro
Decrease in EURIBOR (4) – (25) – (7) –
Increase in EURIBOR 4 $ – 25 $ – 7 $ –
Liabilities denominated in roubles
Decrease in Bank of Russia key rate (200) 6 (525) 13 – –
Increase in Bank of Russia key rate 700 $ (21) 550 $ (14) – $ –
Currency Risk
The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in
currencies other than the functional currencies of the respective Group’s subsidiaries. The currencies
in which these transactions are denominated are primarily US dollars, Canadian dollars and euro.
The Group does not have formal arrangements to mitigate currency risks of the Group’s operations.
However, management believes that the Group is partly secured from currency risks as foreign
currency denominated sales are used to cover repayment of foreign currency denominated
borrowings.
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The Group’s exposure to currency risk determined as the net monetary position in the respective
currencies was as follows at 31 December:
US$ million 2016 2015 2014
USD/RUB $ 1,215 $ 304 $ (439)
EUR/RUB (75) (399) (220)
CAD/RUB 335 312 372
EUR/USD (116) 119 109
USD/CAD (672) (499) (469)
EUR/CZK (1) (1) (1)
USD/CZK 6 6 1
USD/ZAR (4) (5) (34)
EUR/ZAR – – 10
USD/UAH (136) (113) (248)
RUB/UAH 4 1 2
USD/KZT (161) (157) (150)
Sensitivity Analysis
The following table demonstrates the sensitivity to reasonably possible changes in the respective
currencies, with all other variables held constant, of the Group’s profit before tax. In estimating
reasonably possible changes the Group assessed the volatility of foreign exchange rates during the
reporting periods.
2016 2015 2014
Change in Change in Change in
exchange Effect on exchange Effect on exchange Effect on
rate PBT rate PBT rate PBT
% US$ millions % US$ millions % US$ millions
(20.02) (315) (13.00) (60) (28.74) 126
USD/RUB
20.02 187 40.00 3 28.74 (126)
(20.68) 16 (15.00) 60 (29.58) 65
EUR/RUB
20.68 (16) 43.00 (172) 29.58 (65)
(22.38) (75) (14.00) (44) (28.37) (105)
CAD/RUB
22.38 75 35.00 109 28.37 105
(9.16) 10 (12.50) (16) (6.23) (7)
EUR/USD
9.16 (11) 12.50 14 6.23 7
(9.16) 62 (6.00) 30 (6.21) 29
USD/CAD
9.16 (61) 14.50 (72) 6.21 (29)
(0.65) – (3.50) – (2.43) –
EUR/CZK
0.65 – 3.50 – 2.43 –
(9.17) (1) (12.50) (1) (6.84) –
USD/CZK
9.17 1 12.50 1 6.84 –
(21.23) 1 (8.00) – (11.33) 4
USD/ZAR
21.23 (1) 38.00 (1) 11.33 (4)
(19.62) – (10.00) – (11.34) (1)
EUR/ZAR
19.62 – 43.00 – 11.34 1
(9.88) 13 (18.00) 20 (28.90) 72
USD/UAH
9.88 (13) 67.00 (76) 28.90 (72)
(22.29) (1) (33.50) – (39.93) (1)
RUB/UAH
22.29 1 50.00 – 39.93 1
(12.13) 20 (20.00) 31 (17.37) 26
USD/KZT
12.13 (20) 60.00 (94) 17.37 (26)
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Evraz Group S.A.
In addition to the effects of changes in the exchange rates disclosed above, the Group is exposed
to currency risk on derivatives (Note 25). The impact of currency risk on the fair value of these
derivatives is disclosed below.
2016 2015 2014
Change in Change in Change in
exchange Effect on exchange Effect on exchange Effect on
rate PBT rate PBT rate PBT
% US$ millions % US$ millions % US$ millions
(20.02) 65 (13) 55 (28.74) 228
USD/RUB
20.02 (43) 40 (104) 28.74 (126)
The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
§ Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities;
§ Level 2: other techniques for which all inputs which have a significant effect on the recorded
fair value are observable, either directly or indirectly; and
§ Level 3: techniques which use inputs which have a significant effect on the recorded fair
value that are not based on observable market data (unobservable inputs).
The carrying amounts of financial instruments, such as cash, short-term and long-term investments,
short-term accounts receivable and payable, short-term loans receivable and payable and
promissory notes, approximate their fair value.
At 31 December the Group held the following financial instruments measured at fair value:
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During the reporting period, there were no transfers between Level 1 and Level 2 fair value
measurements, and no transfers into and out of Level 3 fair value measurements.
The following table shows financial instruments for which carrying amounts differ from fair values at
31 December.
US$ million 2016 2015 2014
Carrying Fair Carrying Fair Carrying Fair
amount value amount value amount value
Long-term fixed-rate bank loans $ 390 $ 402 $ 397 $ 385 $ 254 $ 251
Long-term variable-rate bank loans 1,516 1,528 1,680 1,564 1,235 1,059
USD-denominated
8.25% notes due 2015 – – – – 139 140
7.40% notes due 2017 – – 290 299 606 531
7.75% bonds due 2017 27 26 195 190 417 278
9.50% notes due 2018 126 137 354 379 507 471
6.75% notes due 2018 533 554 802 804 856 730
7.50% bonds due 2019 349 359 347 328 345 345
6.50% notes due 2020 1,010 1,066 1,009 955 1,008 801
8.25% notes due 2021 772 856 746 747 – –
6.75% notes due 2022 515 544 – – – –
Rouble-denominated
8.75% rouble bonds due 2015 – – – – 71 70
9.95% rouble bonds due 2015 – – – – 271 250
8.40% rouble bonds due 2016 – – 167 165 358 299
12.95% rouble bonds due 2019 247 260 205 208 – –
12.60% rouble bonds due 2021 255 269 – – – –
– – – – – –
$ 5,740 $ 6,001 $ 6,192 $ 6,024 $ 6,067 $ 5,225
The fair value of the non-convertible bonds and notes was determined based on market quotations
(Level 1). The fair value of long-term bank loans was calculated based on the present value of future
principal and interest cash flows, discounted at the Group’s market rates of interest at the reporting
dates (Level 3). The discount rates used for valuation of financial instruments were as follows:
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Capital Management
Capital includes equity attributable to the equity holders of the parent entity. Revaluation surplus
which is included in capital is not subject to capital management because of its nature.
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit
rating and healthy capital ratios in order to support its business and maximise the return to
shareholders. The Board of Directors reviews the Group’s performance and establishes key
performance indicators. There were no changes in the objectives, policies and processes during
2016.
The Group manages its capital structure and makes adjustments to it by the issue of new shares,
dividend payments to shareholders, and the purchase of treasury shares. In addition, the Group
monitors distributable profits on a regular basis and determines the amounts and timing of dividend
payments taking into account cashflow and other constraints.
Transactions that did not require the use of cash or cash equivalents, not disclosed in the notes
above, were as follows in the years ended 31 December:
The Group is one of the largest vertically integrated steel producers globally and the largest steel
producer in Russia. The Group’s major subsidiaries are located in Russia, Ukraine, the USA and
Canada. Russia and Ukraine are considered to be developing markets with higher economic and
political risks. Steel consumption is affected by the cyclical nature of demand for steel products and
the sensitivity of that demand to worldwide general economic conditions.
The global economic recession resulted in a significantly lower demand for steel products and
decreased profitability. In addition, the political crisis over Ukraine led to an additional uncertainty in
the global economy. The unrest in the Southeastern region of Ukraine and the economic sanctions
imposed on Russia caused the depreciation of national currencies, economic slowdown,
deterioration of liquidity in the banking sector, and tighter credit conditions within Russia and
Ukraine. In addition, a significant drop in crude oil prices negatively impacted the Russian economy.
The combination of the above resulted in reduced access to capital, a higher cost of capital,
increased inflation and uncertainty regarding economic growth. If the Ukrainian crisis broadens and
further sanctions are imposed on Russia, this could have an adverse impact on the Group’s
business.
Management believes it is taking appropriate measures to support the sustainability of the Group’s
business in the current circumstances.
The global economic climate continues to be unstable and this may negatively affect the Group’s
results and financial position in a manner not currently determinable.
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Evraz Group S.A.
Taxation
Russian and Ukrainian tax, currency and customs legislation is subject to varying interpretations,
and changes, which can occur frequently. Further, the interpretation of tax legislation by tax
authorities as applied to the transactions and activity of the Group’s entities may not coincide with
that of management. As a result, tax authorities may challenge transactions and the Group’s entities
may be assessed for additional taxes, penalties and interest. In Russia and Ukraine the periods
remain open to review by the tax and customs authorities with respect to tax liabilities for three
calendar years preceding the year of review. Under certain circumstances reviews may cover longer
periods.
Management believes that it has paid or accrued all taxes that are applicable. Where uncertainty
exists, the Group has accrued tax liabilities based on its best estimate of the probable outflow of
resources embodying economic benefits, which will be required to settle these liabilities. Possible
liabilities which were identified by management at the end of the reporting period as those that can
be subject to different interpretations of the tax laws and other regulations and are not accrued in
these financial statements could be up to approximately $23 million.
Contractual Commitments
At 31 December 2016, the Group had contractual commitments for the purchase of production
equipment and construction works for an approximate amount of $172 million.
In 2010, the Group concluded a contract with PraxAir (Note 2, Accounting Judgements) for the
construction of an air separation plant and for the supply of oxygen and other gases produced by
a third party at this plant for a period of 20 years (extended to 25 years in 2015). Due to a change in
plans of the third party provider and in management’s assessment of the extent of sales of gases to
third parties, effective from 2015 the Group no longer considers this supply contract to fall within the
scope of IFRIC 4 “Determining whether an Arrangement Contains a Lease”. At 31 December 2016,
the Group has committed expenditure of $552 million over the life of the contract.
Social Commitments
The Group is involved in a number of social programmes aimed to support education, healthcare
and social infrastructure development in towns where the Group’s assets are located. The Group
budgeted to spend approximately $63 million under these programmes in 2017.
Environmental Protection
In the course of the Group’s operations, the Group may be subject to environmental claims and legal
proceedings. The quantification of environmental exposures requires an assessment of many
factors, including changing laws and regulations, improvements in environmental technologies, the
quality of information available related to specific sites, the assessment stage of each site
investigation, preliminary findings and the length of time involved in remediation or settlement.
The Group has a number of environmental claims and proceedings which are at an early stage of
investigation. Environmental provisions in relation to these proceedings that were recognised at
31 December 2016 amounted to $12 million. Preliminary estimates available of the incremental costs
indicate that such costs could be up to $263 million. The Group has insurance agreements, which
are expected to provide reimbursement of the costs to be actually incurred. Management believes
that, as of now, an economic outflow of the additional costs is not probable and any pending
environmental claims or proceedings will not have a material adverse effect on its financial position
and results of operations.
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Evraz Group S.A.
Legal Proceedings
The Group has been and continues to be the subject of legal proceedings, none of which has had,
individually or in aggregate, a significant effect on the Group’s operations or financial position.
The Group exercises judgement in measuring and recognising provisions and the exposure to
contingent liabilities related to pending litigations or other outstanding claims subject to negotiated
settlement, mediation, arbitration or government regulation, as well as other contingent liabilities.
Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability
will arise, and to quantify the possible range of the final settlement. Because of the inherent
uncertainties in this evaluation process, actual losses may be different from the originally estimated
provision. These estimates are subject to change as new information becomes available, primarily
with the support of internal specialists or with the support of outside consultants. As of 31 December
2016, possible legal risks approximate $21 million.
The remuneration of the Group’s auditor in respect of the services provided to the Group was as
follows.
Financial information of subsidiaries that have material non-controlling interests is provided below.
Non-controlling interests
Country of
Name incorporation 2016 2015 2014
Raspadskaya Russia 18.05% 18.05% 18.05%
EVRAZ Highveld Steel and Republic of
Vanadium Limited South Africa – – 14.89%
New CF&I (subsidiary of
EVRAZ Inc NA) USA 10.00% 10.00% 10.00%
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Evraz Group S.A.
The summarised financial information regarding these subsidiaries is provided below. This
information is based on amounts before inter-company eliminations.
Raspadskaya
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From
1 January to
US$ million 2016 14 April 2015 2014
Revenue $ – $ 145 $ 544
Cost of revenue – (138) (539)
Gross profit/(loss) – 7 5
Operating costs – (21) (81)
Impairment of assets – – (58)
Foreign exchange gains/(losses), net – (2) (3)
Profit/(loss) from operations – (16) (137)
Non-operating gains/(losses) – 20 (7)
Profit/(loss) before tax – 4 (144)
Income tax benefit/(expense) – – 13
Net profit/(loss) $ – $ 4 $ (131)
Other comprehensive income/(loss) – (1) (7)
Total comprehensive income/(loss) – 3 (138)
attributable to non-controlling interests – – (20)
dividends paid to non-controlling interests – – –
New CF&I
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Raspadskaya
Total equity – – 26
attributable to:
equity holders of parent – – 22
non-controlling interests – – 4
New CF&I
102
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Evraz Group S.A.
Raspadskaya
From
1 January to
US$ million 2016 14 April 2015 2014
Operating activities $ – $ – $ (15)
Investing activities – (5) (15)
Financing activities – (2) 7
New CF&I
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Evraz Group S.A.
Société Anonyme
13, Avenue Monterey
L-2163 Luxembourg
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Evraz Group S.A.
Contents
The page numbers in this table correspond to those in the original document as published and do not reflect the page numbers in this Prospectus
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Er nst & Young
Societe anonyme
EY
Building a better
35E. Avenue John F. Kennedy
L-1855 Luxembourg
R.C.S. Luxembourg B 47 77 1
TVA LU 1606307 4
working world www. ey.com/luxembourg
To the Shareholders of
Evraz Group S.A.
13, Avenue Monterey
L-2163 Luxembourg
Following ou r appointment by the General Meeting of the Shareholders dated 1 April2015 we have audited
the accompanying consolidated financial statements of Evraz Group S.A. , which comprise the consolidated
statement of financial position as at 31 December 2015, the consolidated statement of operations, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity, the
consolidated statement of cash flows for the year then ended, and a summary of significant accounting
policies and other explanatory information.
The Board of Directors is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with International Financial Reporting Standards as adopted by the European
Union and for such internal control as the Board of Directors determines is necessary to enable the
preparation and presentation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg
by the "Commission de Surveillance du Secteur Financier". Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free from 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 judgement of the "reviseur
d'entreprises agree", 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 "reviseur
d'entreprises agree" considers internal control relevant to the entity's 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 opin ion on the effectiveness of the entity's internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall
presentation of the consolidated financial statements.
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Building a better
working world
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion .
Opinion
In our opinion, the consolidated financial statements give a true and fair view of the financial position of
Evraz Group S.A. as at 31 December 2015, and of its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the European
Union.
The consolidated annual management report, including the corporate governance statement, which is the
responsibility of the Board of Directors, is consistent with the consolidated financial statements and includes
the information required by the law with respect to the corporate governance statement.
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Evraz Group S.A.
Consolidated Statement of Operations
(in millions of US dollars, except for per share information)
Interest income 7 9 17 23
Interest expense 7 (480) (561) (679)
Share of profits/(losses) of joint ventures and
associates 11 4 10 9
Gain/(loss) on derecognition of equity investments,
net 4 – – 89
Gain/(loss) on financial assets and liabilities, net 7 (48) (586) (43)
Gain/(loss) on disposal groups classified as held
for sale, net 12 21 136 131
Loss of control over a subsidiary 4 (167) – –
Other non-operating gains/(losses), net (3) – 15
Loss before tax (645) (1,042) (608)
Attributable to:
* The amounts shown here do not correspond to the 2014 and 2013 financial statements and reflect adjustments
made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with an entity under
common control (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
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Evraz Group S.A.
Consolidated Statement of Comprehensive Income
(in millions of US dollars)
Attributable to:
Equity holders of the parent entity $ (1,283) $ (3,086) $ (636)
Non-controlling interests (74) (181) (80)
$ (1,357) $ (3,267) $ (716)
* The amounts shown here do not correspond to the 2014 and 2013 financial statements and reflect adjustments
made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with an entity under
common control (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
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Evraz Group S.A.
Consolidated Statement of Financial Position
(in millions of US dollars)
31 December
Notes 2015 2014* 2013*
ASSETS
Non-current assets
Property, plant and equipment 9 $ 4,180 $ 5,684 $ 9,358
Intangible assets other than goodwill 10 324 441 588
Goodwill 5 1,176 1,541 1,988
Investments in joint ventures and associates 11 34 39 50
Deferred income tax assets 8 109 88 85
Loans receivable from related parties 16 157 – –
Other non-current financial assets 13 79 98 144
Other non-current assets 13 56 40 62
6,115 7,931 12,275
Current assets
Inventories 14 899 1,370 1,742
Trade and other receivables 15 447 654 915
Prepayments 50 82 124
Loans receivable 5 24 21
Receivables from related parties 16 7 56 17
Income tax receivable 44 23 45
Other taxes recoverable 17 125 153 274
Other current financial assets 18 35 40 72
Cash and cash equivalents 19 1,359 1,048 1,603
2,971 3,450 4,813
Assets of disposal groups classified as held for sale 12 1 4 302
2,972 3,454 5,115
Total assets $ 9,087 $ 11,385 $ 17,390
EQUITY AND LIABILITIES
Equity
Equity attributable to equity holders of the parent entity
Issued capital 20 $ 404 $ 404 $ 404
Additional paid-in capital 20 2,642 2,043 2,017
Revaluation surplus 124 155 162
Legal reserve 39 39 39
Unrealised gains and losses 11,13 – – 12
Accumulated profits 1,151 2,080 3,406
Translation difference (4,241) (3,565) (1,674)
119 1,156 4,366
Non-controlling interests 143 213 400
262 1,369 4,766
Non-current liabilities
Loans payable to related parties 7 – 55 55
Long-term loans 22 5,850 5,366 5,984
Deferred income tax liabilities 8 352 471 841
Employee benefits 23 301 364 492
Provisions 24 146 173 254
Other long-term liabilities 25 96 424 720
6,745 6,853 8,346
Current liabilities
Trade and other payables 26 1,057 1,355 1,391
Advances from customers 228 155 180
Short-term loans and current portion of long-term loans 22 497 760 1,816
Payables to related parties 16 151 602 356
Income tax payable 17 86 57
Other taxes payable 27 107 151 203
Provisions 24 23 41 45
Dividends payable by the parent entity to its shareholders – – 113
Dividends payable by the Group’s subsidiaries to non-
controlling shareholders – – 5
2,080 3,150 4,166
Liabilities directly associated with disposal groups classified
as held for sale 12 – 13 112
2,080 3,163 4,278
Total equity and liabilities $ 9,087 $ 11,385 $ 17,390
* The amounts shown here do not correspond to the 2014 and 2013 financial statements and reflect adjustments
made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with an entity under
common control (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
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Evraz Group S.A.
Consolidated Statement of Cash Flows
(in millions of US dollars)
Year ended 31 December
2015 2014* 2013*
Cash flows from operating activities
Net loss $ (661) $ (1,248) $ (521)
Adjustments to reconcile net profit/(loss) to net cash flows
from operating activities:
Deferred income tax (benefit)/expense (Note 8) (83) (151) (335)
Depreciation, depletion and amortisation (Note 7) 585 833 1,114
Loss on disposal of property, plant and equipment 41 48 47
Impairment of assets 441 540 563
Foreign exchange (gains)/losses, net 335 974 264
Interest income (9) (17) (23)
Interest expense 480 561 679
Share of (profits)/losses of associates and joint ventures (4) (10) (9)
(Gain)/loss on derecognition of equity investments, net – – (89)
(Gain)/loss on financial assets and liabilities, net 48 586 43
(Gain)/loss on disposal groups classified as held for sale, net (21) (136) (131)
Loss of control over a subsidiary 167 – –
Other non-operating (gains)/losses, net 3 – (15)
Bad debt expense 18 41 8
Changes in provisions, employee benefits and other long-
term assets and liabilities (56) (62) (68)
Expense arising from equity-settled awards (Note 21) 20 30 25
Other – (1) (2)
1,304 1,988 1,550
Changes in working capital:
Inventories 204 (84) 235
Trade and other receivables 55 (1) 66
Prepayments 9 (2) 15
Receivables from/payables to related parties 68 (243) 130
Taxes recoverable (36) 17 69
Other assets (3) 11 (17)
Trade and other payables 3 152 (135)
Advances from customers 100 27 30
Taxes payable (72) 100 3
Other liabilities 1 (4) (5)
Net cash flows from operating activities 1,633 1,961 1,941
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Evraz Group S.A.
Consolidated Statement of Cash Flows (continued)
(in millions of US dollars)
* The amounts shown here do not correspond to the 2014 and 2013 financial statements and reflect adjustments
made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with an entity under
common control (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
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Evraz Group S.A.
Consolidated Statement of Changes in Equity
(in millions of US dollars)
Attributable to equity holders of the parent entity
Additional Unrealised Non-
Issued paid-in Revaluation Other gains and Accumulated Translation controlling Total
capital capital surplus reserves losses profits difference Total interests equity
At 31 December 2014 (as previously
reported) $ 404 $ 1,570 $ 155 $ 39 $ – $ 2,184 $ (3,184) $ 1,168 $ 105 $ 1,273
Acquisition of Corber by the parent entity
(Note 2) – 473 – – – (104) (381) (12) 108 96
At 31 December 2014 (as restated) $ 404 $ 2,043 $ 155 $ 39 $ – $ 2,080 $ (3,565) $ 1,156 $ 213 $ 1,369
Net loss – – – – – (602) – (602) (59) (661)
Other comprehensive income/(loss) – – (1) – – (4) (676) (681) (15) (696)
Reclassification of revaluation surplus to
accumulated profits in respect of the disposed
subsidiaries – – (28) – – 28 – – – –
Reclassification of revaluation surplus to
accumulated profits in respect of the disposed
items of property, plant and equipment – – (2) – – 2 – – – –
Total comprehensive income/(loss) for
the period – – (31) – – (576) (676) (1,283) (74) (1,357)
Issue of shares (Note 20) – 579 – – – – – 579 – 579
Derecognition of non-controlling interests in
connection with the loss of control over
a subsidiary (Note 4) – – – – – – – – (4) (4)
Non-controlling interests arising on sale of
ownership interests in subsidiaries (Note 4) – – – – – (3) – (3) 2 (1)
Contribution of a non-controlling shareholder to
share capital of the Group’s subsidiary – – – – – – – – 6 6
Share-based payments (Note 21) – 20 – – – – – 20 – 20
Dividends declared by the parent entity to its
shareholders (Note 20) – – – – – (350) – (350) – (350)
At 31 December 2015 $ 404 $ 2,642 $ 124 $ 39 $ – $ 1,151 $ (4,241) $ 119 $ 143 $ 262
The accompanying notes form an integral part of these consolidated financial statements.
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Evraz Group S.A.
Consolidated Statement of Changes in Equity (continued)
(in millions of US dollars)
Attributable to equity holders of the parent entity
Additional Unrealised Non-
Issued paid-in Revaluation Legal gains and Accumulated Translation controlling Total
capital capital surplus reserve losses profits difference Total interests equity
At 31 December 2013 (as previously
reported) $ 404 $ 1,544 $ 162 $ 39 $ 12 $ 3,380 $ (1,658) $ 3,883 $ 138 $ 4,021
Acquisition of Corber by the parent entity
(Note 2) – 473 – – – 26 (16) 483 262 745
At 31 December 2013 (as restated)* $ 404 $ 2,017 $ 162 $ 39 $ 12 $ 3,406 $ (1,674) $ 4,366 $ 400 $ 4,766
Net loss* – – – – – (1,165) – (1,165) (83) (1,248)
Other comprehensive income/(loss)* – – – – (12) (18) (1,891) (1,921) (98) (2,019)
Reclassification of revaluation surplus to
accumulated profits in respect of the disposed
items of property, plant and equipment – – (7) – – 7 – – – –
Total comprehensive income/(loss) for
the period* – – (7) – (12) (1,176) (1,891) (3,086) (181) (3,267)
Acquisition of non-controlling interests in
subsidiaries – 3 – – – – – 3 (3) –
Share-based payments (Note 21) – 30 – – – – – 30 – 30
Distribution to a shareholder – transfer of
shares of EVRAZ plc to participants of
Incentive plans (Notes 20 and 21) – (7) – – – – – (7) – (7)
Dividends declared by the parent entity to its
shareholders (Note 20) – – – – – (150) – (150) – (150)
Dividends declared by the Group’s subsidiaries
to non-controlling shareholders (Note 20) – – – – – – – – (3) (3)
At 31 December 2014* $ 404 $ 2,043 $ 155 $ 39 $ – $ 2,080 $ (3,565) $ 1,156 $ 213 $ 1,369
* The amounts shown here do not correspond to the 2014 and 2013 financial statements and reflect adjustments made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with
an entity under common control (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
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Evraz Group S.A.
Consolidated Statement of Changes in Equity (continued)
(in millions of US dollars)
Attributable to equity holders of the parent entity
Additional Unrealised Non-
Issued paid-in Revaluation Legal gains and Accumulated Translation controlling Total
capital capital surplus reserve losses profits difference Total interests equity
At 31 December 2012 $ 404 $ 1,419 $ 173 $ 39 $ 5 $ 4,505 $ (1,424) $ 5,121 $ 168 $ 5,289
Net loss* – – – – – (474) – (474) (47) (521)
Other comprehensive income/(loss)* – – (7) – 7 88 (250) (162) (33) (195)
Reclassification of additional paid-in capital to
accumulated profits in respect of the disposed
subsidiaries – 2 – – – (2) – – – –
Reclassification of revaluation surplus to
accumulated profits in respect of the disposed
items of property, plant and equipment – – (4) – – 4 – – – –
Total comprehensive income/(loss) for
the period* – 2 (11) – 7 (384) (250) (636) (80) (716)
Issue of shares (Note 20) – 100 – – – – – 100 – 100
Acquisition of Corber by the parent entity
(Note 2)* – 473 – – – – – 473 – 473
Non-controlling interests arising on acquisition of
subsidiaries (Note 4)* – – – – – – – – 314 314
Acquisition of non-controlling interests in
subsidiaries (Note 4) – 1 – – – – – 1 (3) (2)
Contribution of a non-controlling shareholder to
share capital of the Group’s subsidiary
(Note 20) – – – – – – – – 2 2
Share-based payments (Note 21) – 25 – – – – – 25 – 25
Distribution to a shareholder – transfer of
shares of EVRAZ plc to participants of
Incentive plans (Notes 20 and 21) – (3) – – – – – (3) – (3)
Dividends declared by the parent entity to its
shareholders (Note 20) – – – – – (715) – (715) – (715)
Dividends declared by the Group’s subsidiaries
to non-controlling shareholders (Note 20) – – – – – – – – (1) (1)
At 31 December 2013* $ 404 $ 2,017 $ 162 $ 39 $ 12 $ 3,406 $ (1,674) $ 4,366 $ 400 $ 4,766
* The amounts shown here do not correspond to the 2014 and 2013 financial statements and reflect adjustments made in connection with the acquisition of a controlling interest in a subsidiary in a transaction with
an entity under common control (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
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Evraz Group S.A.
1. Corporate Information
These consolidated financial statements were authorised for issue in accordance with a resolution
of the directors of Evraz Group S.A. on 14 March 2016.
Evraz Group S.A. (“Evraz Group” or “the Company”) is a joint stock company registered under the
laws of Luxembourg on 31 December 2004. Until 2 March 2016 the registered address of Evraz
Group was 1, rue de Louvigny, L-1946, Luxembourg. The new Company’s address is 13, avenue
Monterey, L-2163, Luxembourg
Evraz Group, together with its subsidiaries (the “Group”), is involved in the production and
distribution of steel and related products and coal and iron ore mining. In addition, the Group
produces vanadium products. The Group is one of the largest steel producers globally.
At 31 December 2015, 2014 and 2013, EVRAZ plc (UK) held 100% in Evraz Group S.A.
Effective
ownership interest, % Business
Subsidiary 2015 2014 2013 activity Location
EVRAZ Nizhny Tagil Metallurgical Plant 100.00 100.00 100.00 Steel production Russia
EVRAZ Consolidated West-Siberian
Metallurgical Plant 100.00 100.00 100.00 Steel production Russia
EVRAZ Vitkovice Steel a.s. – – 100.00 Steel production Czech Republic
EVRAZ Highveld Steel and Vanadium Limited – 85.11 85.11 Steel production South Africa
EVRAZ Dnepropetrovsk Iron and Steel Works 96.94 96.90 96.78 Steel production Ukraine
EVRAZ Inc. NA 100.00 100.00 100.00 Steel production USA
EVRAZ Inc. NA Canada 100.00 100.00 100.00 Steel production Canada
Raspadskaya (Note 2) 81.95 81.95 81.95 Coal mining Russia
Yuzhkuzbassugol 100.00 100.00 100.00 Coal mining Russia
EVRAZ Kachkanarsky Mining-and-Processing Ore mining and
Integrated Works 100.00 100.00 100.00 processing Russia
Evrazruda 100.00 100.00 100.00 Ore mining Russia
EVRAZ Sukha Balka 99.42 99.42 99.42 Ore mining Ukraine
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Evraz Group S.A.
Basis of Preparation
These consolidated financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards (“IFRS”), as adopted by the European Union.
International Financial Reporting Standards are issued by the International Accounting Standard
Board (“IASB”). IFRSs that are mandatory for application as of 31 December 2015, but not adopted
by the European Union, do not have any impact on the Group’s consolidated financial statements.
The consolidated financial statements have been prepared under the historical cost convention,
except as disclosed in the accounting policies below. Exceptions include, but are not limited to,
property, plant and equipment at the date of transition to IFRS accounted for at deemed cost,
available-for-sale investments measured at fair value, assets classified as held for sale measured
at the lower of their carrying amount or fair value less costs to sell and post-employment benefits
measured at present value.
Going Concern
These consolidated financial statements have been prepared on a going concern basis.
The Group’s activities in all of its operating segments continue to be affected by the uncertainty
and instability of the current economic environment (Note 30). In response, the Group implemented
a number of cost cutting initiatives, reduced capital expenditures, continues to reduce the level of
debt and proactively manages its debt covenants compliance.
Based on the currently available facts and circumstances the directors and management have a
reasonable expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future.
On 21 October 2015, Evraz Group S.A. issued to its parent 491 shares with the nominal value of
€2 each. In exchange for these shares Evraz Group S.A. received from EVRAZ plc an additional
50% shareholding in Corber, which owns 81.95% in Raspadskaya, thereby it obtained a controlling
interest in Raspadskaya.
The Group applied the pooling of interests method with respect to this acquisition and presented its
consolidated financial statements as if the transfer of controlling interest in Raspadskaya had
occurred from the date of acquisition of the subsidiary by the transferring entity. The shares issued
were valued at $491 million, being the carrying value of the stake in the separate financial
statements of EVRAZ plc, and were included in liabilitites to related parties before 21 October
2015.
The effects of the restatements on the previously reported amounts are set out below.
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Evraz Group S.A.
Attributable to:
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Evraz Group S.A.
Attributable to:
Equity holders of the parent entity $ (2,591) $ (495) $ (3,086)
Non-controlling interests (27) (154) (181)
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Evraz Group S.A.
Interest income 19 4 23
Interest expense (637) (42) (679)
Share of profits/(losses) of joint ventures and associates (45) 54 9
Gain/(loss) on derecognition of equity investments, net (5) 94 89
Gain/(loss) on financial assets and liabilities, net (43) – (43)
Gain/(loss) on disposal groups classified as held for sale, net 131 – 131
Other non-operating gains/(losses), net 15 – 15
Loss before tax (564) (44) (608)
Attributable to:
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73 16 89
Gains/(losses) on re-measurement of net defined benefit
liability recognised by the Group’s joint ventures and
associates 7 (7) –
Attributable to:
Equity holders of the parent entity $ (646) $ 10 $ (636)
Non-controlling interests (31) (49) (80)
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Evraz Group S.A.
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Evraz Group S.A.
In the preparation of these consolidated financial statements, the Group followed the same
accounting policies and methods of computation as compared with those applied in the previous
year, except for the adoption of new standards and interpretations and revision of the existing
standards as of 1 January 2015.
These improvements were effective for annual periods beginning on or after 1 July 2014 and the
Group has applied these amendments for the first time in these consolidated financial statements.
The amendments relate to IFRS 3 “Business Combinations”, IFRS 13 “Fair Value Measurement”
and IAS 40 “Investment Property” and did not have an impact on the financial position or
performance of the Group.
The Group has not early adopted any other standard, interpretation or amendment that has been
issued but is not yet effective.
*Subject to EU endorsement
The Group expects that the adoption of the pronouncements listed above will not have a significant
impact on the Group’s results of operations and financial position in the period of initial application.
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Evraz Group S.A.
Accounting Judgements
In the process of applying the Group’s accounting policies, management has made the following
judgements, apart from those involving estimates, which have the most significant effect on the
amounts recognised in the consolidated financial statements:
§ In 2015, the Group lost control over Highveld Steel and Vanadium Limited and it is not
expected that it will re-obtain control in the future. As a result, the Group ceased to
consolidate this entity starting 14 April 2015 (Note 4).
§ The Group determined based on the criteria in IFRIC 4 “Determining whether an
Arrangement Contains a Lease” that the supply contract with PraxAir does not contain a
lease. This contract, concluded in 2010, with subsequent ammendments in 2015, included
the construction of an air separation plant by PraxAir to be owned and operated by PraxAir
and the supply of oxygen and other industrial gases produced by PraxAir to EVRAZ Nizhny
Tagil Metallurgical Plant for a period of 25 years on a take or pay basis. In 2015, the air
separation plant was put into operation and the Group started to purchase gases from
PraxAir. Management believes that this arrangement does not convey a right to the Group to
use the asset as the Group does not have an ability to operate the asset or to direct other
parties to operate the asset; it does not control physical access to the asset; and it is
expected that more than an insignificant amount of the asset’s output will be sold to the
parties unrelated to the Group. The commitment under this contract is disclosed in Note 30.
Estimation Uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
end of the reporting period, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below.
The Group assesses at each reporting date whether there is any indication that an asset may be
impaired. If any such indication exists, the Group makes an estimate of the asset’s recoverable
amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair
value less costs to sell and its value in use and is determined for an individual asset, unless the
asset does not generate cash inflows that are largely independent of those from other assets or
groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the
asset is considered impaired and is written down to its recoverable amount. 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 assessment of the time value of money and the risks specific to
the assets. In 2015, 2014 and 2013, the Group recognised a net impairment loss of $190 million,
$192 million and $307 million, respectively (Note 9).
The determination of impairments of property, plant and equipment involves the use of estimates
that include, but are not limited to, the cause, timing and amount of the impairment. Impairment is
based on a large number of factors, such as changes in current competitive conditions,
expectations of growth in the industry, increased cost of capital, changes in the future availability of
financing, technological obsolescence, discontinuance of service, current replacement costs and
other changes in circumstances that indicate that impairment exists.
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Evraz Group S.A.
The determination of the recoverable amount of a cash-generating unit involves the use of
estimates by management. Methods used to determine the value in use include discounted cash
flow-based methods, which require the Group to make an estimate of the expected future cash
flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate
the present value of those cash flows. These estimates, including the methodologies used, may
have a material impact on the value in use and, ultimately, the amount of any impairment.
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.
The Group is required to recognise separately, at the acquisition date, the identifiable assets,
liabilities and contingent liabilities acquired or assumed in a business combination at their fair
values, which involves estimates. Such estimates are based on valuation techniques which require
considerable judgement in forecasting future cash flows and developing other assumptions.
Impairment of Goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value in use of the cash-generating units to which the goodwill is allocated.
Estimating the value in use requires the Group to make an estimate of the expected future cash
flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate
the present value of those cash flows.
The carrying amount of goodwill at 31 December 2015, 2014 and 2013 was $1,176 million,
$1,541 million and $1,988 million, respectively. In 2015, 2014 and 2013, the Group recognised an
impairment loss in respect of goodwill in the amount of $251 million, $330 million and $168 million,
respectively. More details of the assumptions used in estimating the value in use of the cash-
generating units to which goodwill is allocated are provided in Note 5.
Mineral Reserves
Mineral reserves and the associated mine plans are a material factor in the Group’s computation of
a depletion charge. The Group estimates its mineral reserves in accordance with the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”).
Estimation of reserves in accordance with the JORC Code involves some degree of uncertainty.
The uncertainty depends mainly on the amount of reliable geological and engineering data
available at the time of the estimate and the interpretation of this data, which also requires use of
subjective judgement and development of assumptions. Mine plans are periodically updated which
can have a material impact on the depletion charge for the period.
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Evraz Group S.A.
The Group reviews site restoration provisions at each reporting date and adjusts them to reflect the
current best estimate in accordance with IFRIC 1 “Changes in Existing Decommissioning,
Restoration and Similar Liabilities”.
The amount recognised as a provision is the best estimate of the expenditures required to settle
the present obligation at the end of the reporting period based on the requirements of the current
legislation of the country where the respective operating assets are located. The carrying amount
of a provision is the present value of the expected expenditures, i.e. cash outflows discounted
using pre-tax rates that reflect current market assessments of the time value of money and the
risks specific to the liability.
The risks and uncertainties that inevitably surround many events and circumstances are taken into
account in reaching the best estimate of a provision. Considerable judgement is required in
forecasting future site restoration costs.
Future events that may affect the amount required to settle an obligation are reflected in the amount
of a provision when there is sufficient objective evidence that they will occur.
Post-Employment Benefits
The Group uses an actuarial valuation method for the measurement of the present value of post-
employment benefit obligations and related current service cost. This involves the use of
demographic assumptions about the future characteristics of the current and former employees who
are eligible for benefits (mortality, both during and after employment, rates of employee turnover,
disability and early retirement, etc.) as well as financial assumptions (discount rate, future salary and
benefit levels, expected rate of return on plan assets, etc.). More details are provided in Note 23.
Allowances
The Group makes allowances 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 accounts, 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. As of 31 December 2015, 2014 and 2013, allowances for
doubtful accounts in respect of trade and other receivables have been made in the amount of
$48 million, $57 million and $60 million, respectively (Note 28).
The Group makes an allowance for obsolete and slow-moving raw materials and spare parts.
In addition, certain finished goods of the Group are carried at net realisable value (Note 14).
Estimates of net realisable value of finished goods are based on the most reliable evidence
available at the time the estimates are made. These estimates take into consideration fluctuations
of price or cost directly relating to events occurring subsequent to the end of the reporting period to
the extent that such events confirm conditions existing at the end of the period.
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Evraz Group S.A.
Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax
asset to be utilised. The estimation of that probability includes judgements based on the expected
performance. Various factors are considered to assess the probability of the future utilisation of
deferred tax assets, including past operating results, operational plans, expiration of tax losses
carried forward, and tax planning strategies. If actual results differ from these estimates or if these
estimates must be adjusted in future periods, the financial position, results of operations and cash
flows may be negatively affected. In the event that the assessment of future utilisation of deferred
tax assets must be reduced, this reduction will be recognised in the statement of operations.
The presentation currency of the Group is the US dollar because presentation in US dollars is
convenient for the major current and potential users of the consolidated financial statements.
The functional currencies of the Group’s subsidiaries are the Russian rouble, US dollar, euro,
Czech koruna, South African rand, Canadian dollar and Ukrainian hryvnia. As at the reporting date,
the assets and liabilities of the subsidiaries with functional currencies other than the US dollar are
translated into the presentation currency at the rate of exchange ruling at the end of the reporting
period, and their statements of operations are translated at the exchange rates that approximate
the exchange rates at the dates of the transactions. The exchange differences arising on the
translation are taken directly to a separate component of equity. On disposal of a subsidiary with
functional currency other than the US dollar, the deferred cumulative amount recognised in equity
relating to that particular subsidiary is recognised in the statement of operations.
The following exchange rates were used in the consolidated financial statements:
Transactions in foreign currencies in each subsidiary of the Group are initially recorded in the
functional currency at the rate ruling at the date of the transaction. Non-monetary items measured
at fair value in a foreign currency are translated using the exchange rates at the date when the fair
value was determined. Monetary assets and liabilities denominated in foreign currencies are
translated at the functional currency rate of exchange ruling at the end of the reporting period. All
resulting differences are taken to the statement of operations.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying amounts of assets and liabilities arising on the acquisition are treated as assets and
liabilities of the foreign operation and translated at the closing rate.
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Evraz Group S.A.
Basis of Consolidation
Subsidiaries
Subsidiaries, which are those entities in which the Group has an interest of more than 50% of the
voting rights and over which the Group has control, or otherwise has power to exercise control over
their operations, are consolidated. Subsidiaries are consolidated from the date on which control is
transferred to the Group and are no longer consolidated from the date that control ceases.
All intercompany transactions, balances and unrealised gains on transactions between group
companies are eliminated; unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Where necessary, accounting policies for
subsidiaries have been changed to ensure consistency with the policies adopted by the Group.
Total comprehensive income is attributed to the owners of the parent and to the non-controlling
interests even if this results in the non-controlling interests having a deficit balance.
Acquisition of Subsidiaries
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date
through profit or loss.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is
deemed to be an asset or liability will be recognised in accordance with IAS 39 either in profit or
loss or as a change to other comprehensive income. If the contingent consideration is classified as
equity, it should not be remeasured until it is finally settled within equity.
The initial accounting for a business combination involves identifying and determining the fair
values to be assigned to the acquiree’s identifiable assets, liabilities and contingent liabilities and
the cost of the combination. If the initial accounting for a business combination can be determined
only provisionally by the end of the period in which the combination is effected because either the
fair values to be assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities or
the cost of the combination can be determined only provisionally, the Group accounts for
the combination using those provisional values. The Group recognises any adjustments to those
provisional values as a result of completing the initial accounting within twelve months of the
acquisition date.
Comparative information presented for the periods before the completion of initial accounting for
the acquisition is presented as if the initial accounting had been completed from the acquisition
date.
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Evraz Group S.A.
The differences between the carrying values of net assets attributable to interests in subsidiaries
acquired and the consideration given for such increases is either added to additional paid-in
capital, if positive, or charged to accumulated profits, if negative, in the consolidated financial
statements.
Purchases of controlling interests in subsidiaries from entities under common control are
accounted for using the pooling of interests method.
The assets and liabilities of the subsidiary transferred under common control are recorded in these
financial statements at the historical cost of the controlling entity (the “Predecessor”). Related
goodwill inherent in the Predecessor's original acquisition is also recorded in the financial
statements. Any difference between the total book value of net assets, including the Predecessor's
goodwill, and the consideration paid is accounted for in the consolidated financial statements as an
adjustment to the shareholders' equity.
These financial statements, including corresponding figures, are presented as if a subsidiary had
been acquired by the Group on the date it was originally acquired by the Predecessor.
The Group derecognises non-controlling interests if non-controlling shareholders have a put option
over their holdings. The difference between the amount of the liability recognised in the statement
of financial position over the carrying value of the derecognised non-controlling interests is charged
to accumulated profits.
Investments in Associates
Associates are entities in which the Group generally has between 20% and 50% of the voting
rights, or is otherwise able to exercise significant influence, but which it does not control or jointly
control.
Investments in associates are accounted for under the equity method of accounting and are initially
recognised at cost including goodwill. Subsequent changes in the carrying value reflect the post-
acquisition changes in the Group’s share of net assets of the associate and goodwill impairment
charges, if any.
The Group’s share of its associates’ profits or losses is recognised in the statement of operations
and its share of movements in reserves is recognised in equity. However, when the Group’s share
of losses in an associate equals or exceeds its interest in the associate, the Group does not
recognise further losses, unless the Group has legal or constructive obligations to make payments
to, or on behalf of, the associate. If the associate subsequently reports profits, the Group resumes
recognising its share of those profits only after its share of the profits equals the share of losses not
recognised.
Unrealised gains on transactions between the Group and its associates are eliminated to
the extent of the Group's interest in the associates; unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the asset transferred.
The Group’s interest in its joint ventures is accounted for under the equity method of accounting
whereby an interest in jointly ventures is initially recorded at cost and adjusted thereafter for post-
acquisition changes in the Group's share of net assets of joint ventures. The statement of
operations reflects the Group's share of the results of operations of joint ventures.
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Evraz Group S.A.
The Group’s property, plant and equipment is stated at purchase or construction cost, excluding
the costs of day-to-day servicing, less accumulated depreciation and any impairment in value.
Such cost includes the cost of replacing part of plant and equipment when that cost is incurred and
recognition criteria are met.
The Group’s property, plant and equipment include mining assets, which consist of mineral
reserves, mine development and construction costs and capitalised site restoration costs. Mineral
reserves represent tangible assets acquired in business combinations. Mine development and
construction costs represent expenditures incurred in developing access to mineral reserves and
preparations for commercial production, including sinking shafts and underground drifts, roads,
infrastructure, buildings, machinery and equipment.
At each end of the reporting period management makes an assessment to determine whether
there is any indication of impairment of property, plant and equipment. If any such indication exists,
management estimates the recoverable amount, which is the higher of an asset’s fair value less
cost to sell and its value in use. The carrying amount is reduced to the recoverable amount, and
the difference is recognised as impairment loss in the statement of operations or other
comprehensive income. An impairment loss recognised for an asset in previous years is reversed if
there has been a change in the estimates used to determine the asset’s recoverable amount.
Land is not depreciated. Depreciation of property, plant and equipment, except for mining assets,
is calculated on a straight-line basis over the estimated useful lives of the assets. The useful lives
of items of property, plant and equipment and methods of their depreciation are reviewed, and
adjusted as appropriate, at each fiscal year end. The table below presents the useful lives of items
of property, plant and equipment.
Weighted average
Useful lives remaining useful life
(years) (years)
The Group determines the depreciation charge separately for each significant part of an item of
property, plant and equipment.
Depletion of mining assets including capitalised site restoration costs is calculated using the units-
of-production method based upon proved and probable mineral reserves. The depletion calculation
takes into account future development costs for reserves which are in the production phase.
Maintenance costs relating to items of property, plant and equipment are expensed as incurred.
Major renewals and improvements are capitalised, and the replaced assets are derecognised.
The Group has the title to certain non-production and social assets, primarily buildings and facilities
of social infrastructure, which are carried at their recoverable amount of zero. The costs to maintain
such assets are expensed as incurred.
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Exploration and evaluation expenditures represent costs incurred by the Group in connection with
the exploration for and evaluation of mineral resources before the technical feasibility and
commercial viability of extracting a mineral resource are demonstrable. The expenditures include
acquisition of rights to explore, topographical, geological, geochemical and geophysical studies,
exploratory drilling, trenching, sampling, activities in relation to evaluating the technical feasibility
and commercial viability of extracting mineral resources. These costs are expensed as incurred.
When the technical feasibility and commercial viability of extracting a mineral resource are
demonstrable, the Group commences recognition of expenditures related to the development of
mineral resources as assets. These assets are assessed for impairment when facts and
circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.
Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of
the arrangement at inception date as to whether the fulfilment of the arrangement is dependent on
the use of a specific asset or assets or the arrangement conveys a right to use the asset.
Finance leases, which transfer to the Group substantially all the risks and benefits incidental to
ownership of the leased item, are capitalised from the commencement of the lease term at the fair
value of the leased property or, if lower, at the present value of the minimum lease payments.
Lease payments are apportioned between the finance charges and reduction of the lease liability
so as to achieve a constant rate of interest on the remaining balance of the liability. Finance
charges are charged to 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.
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset
are classified as operating leases. Operating lease payments are recognised as an expense in the
statement of operations on a straight-line basis over the lease term.
Goodwill
Goodwill represents the excess of the aggregate of the consideration transferred for an acquisition
of a subsidiary or an associte and the amount recognised for non-controlling interest over the net
identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value
of the net assets of the acquiree, the difference is recognised in the consolidated statement of
operations.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is reviewed for impairment annually or more frequently, if events or changes in
circumstances indicate that the carrying amount may be impaired. For the purpose of impairment
testing, goodwill acquired in a business combination is allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to those units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit, or the
group of cash-generating units, to which the goodwill relates. Where the recoverable amount of the
cash-generating unit is less than the carrying amount, an impairment loss is recognised. An
impairment loss recognised for goodwill is not reversed in a subsequent period.
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Goodwill (continued)
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is
disposed of, the goodwill associated with the operation disposed of is included in the carrying
amount of the operation when determining the gain or loss on disposal of the operation. Goodwill
disposed of in this circumstance is measured based on the relative fair values of the operation
disposed of and the portion of the cash-generating unit retained.
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is fair value as at the date of acquisition.
Following initial recognition, intangible assets are carried at cost less any accumulated
amortisation and any accumulated impairment losses. Expenditures on internally generated
intangible assets, excluding capitalised development costs, are expensed as incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets
with finite lives are amortised over the useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset with a finite life are reviewed at least at each year end.
Changes in the expected useful life or the expected pattern of consumption of future economic
benefits embodied in the asset are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortised, they are tested for impairment
annually either individually or at the cash-generating unit level.
Certain water rights and environmental permits are considered to have indefinite lives as
management believes that these rights will continue indefinitely.
The most part of the Group’s intangible assets represents customer relationships arising on
business combinations (Note 10).
Financial Assets
The Group classified its investments into the following categories: financial assets at fair value
through profit or loss, loans and receivables, held-to-maturity, and available-for-sale. When
investments are recognised initially, they are measured at fair value plus, in the case of
investments not at fair value through profit or loss, directly attributable transaction costs. The
Group determines the classification of its investments after initial recognition.
Investments that are acquired principally for the purpose of generating a profit from short-term
fluctuations in price are classified as held for trading and included in the category “financial assets
at fair value through profit or loss”. Investments which are included in this category are
subsequently carried at fair value; gains or losses on such investments are recognised in income.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Such assets are carried at amortised cost using the effective
interest method. Gains and losses are recognised in income when the loans and receivables are
derecognised or impaired, as well as through the amortisation process.
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Non-derivative financial assets with fixed or determinable payments and fixed maturity that
management has the positive intent and ability to hold to maturity are classified as held-to-maturity.
Held-to-maturity investments are carried at amortised cost using the effective yield method.
Investments intended to be held for an indefinite period of time, which may be sold in response to
needs for liquidity or changes in interest rates, are classified as available-for-sale; these are
included in non-current assets unless management has the express intention of holding the
investment for less than 12 months from the end of the reporting period or unless they will need to
be sold to raise operating capital, in which case they are included in current assets. Management
determines the appropriate classification of its investments at the time of the purchase and re-
evaluates such designation on a regular basis. After initial recognition available-for-sale
investments are measured at fair value with gains or losses being recognised as a separate
component of equity until the investment is derecognised or until the investment is determined to
be impaired, at which time the cumulative gain or loss previously reported in equity is included in
the statement of operations. Reversals of impairment losses in respect of equity instruments are
not recognised in the statement of operations. Impairment losses in respect of debt instruments are
reversed through profit or loss if the increase in fair value of the instrument can be objectively
related to an event occurring after the impairment loss was recognised in the statement of
operations.
For investments that are actively traded in organised financial markets, fair value is determined by
reference to stock exchange quoted market bid prices at the close of business on the end of the
reporting period. For investments where there is no active market, fair value is determined using
valuation techniques. Such techniques include using recent arm’s length market transactions,
reference to the current market value of another instrument, which is substantially the same,
discounted cash flow analysis or other generally accepted valuation techniques.
All purchases and sales of financial assets under contracts to purchase or sell financial assets that
require delivery of the asset within the time frame generally established by regulation or convention
in the market place are recognised on the settlement date i.e. the date the asset is delivered by/to
the counterparty.
Accounts Receivable
Accounts receivable, which generally are short-term, are recognised and carried at the original
invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is
made when collection of the full amount is no longer probable. Bad debts are written off when
identified.
The Group establishes an allowance for impairment of accounts receivable that represents its
estimate of incurred losses. The main components of this allowance are a specific loss component
that relates to individually significant exposures, and a collective loss component established for
groups of similar receivables in respect of losses that have been incurred but not yet identified. The
collective loss allowance is determined based on historical data of payment statistics for similar
financial assets.
Inventories
Inventories are recorded at the lower of cost and net realisable value. Cost of inventory is
determined on the weighted average basis and includes expenditure incurred in acquiring or
producing inventories and bringing them to their existing location and condition. The cost of
finished goods and work in progress includes an appropriate share of production overheads based
on normal operating capacity, but excluding borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated
costs of completion and estimated costs necessary to make the sale.
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The tax authorities permit the settlement of sales and purchases value added tax (“VAT”) on a net
basis.
The Group’s subsidiaries apply the accrual method for VAT recognition, under which VAT
becomes payable upon invoicing and delivery of goods or rendering services as well upon receipt
of prepayments from customers. VAT on purchases, even if not settled at the end of the reporting
period, is deducted from the amount of VAT payable.
Where provision has been made for impairment of receivables, an impairment loss is recorded for
the gross amount of the debtor, including VAT.
Cash and cash equivalents comprise cash at bank and in hand and deposits with an original
maturity of three months or less.
Borrowings
Borrowings are initially recognised at fair value, net of directly attributable transaction costs. After
initial recognition, borrowings are measured at amortised cost using the effective interest rate
method; any difference between the amount initially recognised and the redemption amount is
recognised as interest expense over the period of the borrowings.
Financial guarantee liabilities issued by the Group are those contracts that require a payment to be
made to reimburse the holder for a loss it incurs because the specified debtor fails to make a
payment when due in accordance with the terms of a debt instrument. Financial guarantee
contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are
directly attributable to the issue of the guarantee. Subsequently, the liability is measured at the
higher of the best estimate of the expenditure required to settle the present obligation at the end of
the reporting period and the amount initially recognised.
Equity
Share Capital
Ordinary shares are classified as equity. External costs directly attributable to the issue of new
shares are shown as a deduction in equity from the proceeds. Any excess of the fair value of
consideration received over the par value of shares issued is recognised as additional paid-in
capital.
Treasury Shares
Own equity instruments which are acquired by the Group (treasury shares) are deducted from
equity. No gain or loss is recognised in statement of operations on the purchase, sale, issue or
cancellation of the treasury shares.
Dividends
Dividends are recognised as a liability and deducted from equity only if they are declared before
the end of the reporting period. Dividends are disclosed when they are proposed before the end of
the reporting period or proposed or declared after the end of the reporting period but before the
financial statements are authorised for issue.
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Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Where the Group expects a provision to be reimbursed, for example under an
insurance contract, the reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain.
If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability. Where discounting is
used, the increase in the provision due to the passage of time is recognised as an interest
expense.
Provisions for site restoration costs are capitalised within property, plant and equipment.
Employee Benefits
Defined contributions are made by the Group to the Russian and Ukrainian state pension, social
insurance and medical insurance funds at the statutory rates in force based on gross salary
payments. The Group has no legal or constructive obligation to pay further contributions in respect
of those benefits. Its only obligation is to pay contributions as they fall due. These contributions are
expensed as incurred.
The Group companies provide pensions and other benefits to their employees (Note 23).
The entitlement to these benefits is usually conditional on the completion of a minimum service
period. Certain benefit plans require the employee to remain in service up to retirement age. Other
employee benefits consist of various compensations and non-monetary benefits. The amounts of
benefits are stipulated in the collective bargaining agreements and/or in the plan documents.
The Group involves independent qualified actuaries in the measurement of employee benefit
obligations.
The cost of providing benefits under the defined benefit plan is determined using the projected unit
credit method. Re-measurements, comprising of actuarial gains and losses, the effect of the asset
ceiling, excluding net interest and the return on plan assets (excluding net interest), are recognised
immediately in the statement of financial position with a corresponding debit or credit to retained
earnings through other comprehensive income in the period in which they occur. Re-
measurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of the date of the plan amendment
or curtailment, and the date that the Group recognises restructuring-related costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. It
is recorded within interest expense in the consolidated statement of operations.
The Group recognises current service costs, past-service costs, gains and losses on curtailments
and non-routine settlements in the consolidated statement of operations within “cost of sales”,
“general and administrative expenses” and “selling and distribution expenses”.
Other Costs
The Group incurs employee costs related to the provision of benefits such as health services,
kindergartens and other services. These amounts principally represent an implicit cost of
employment and, accordingly, have been charged to cost of sales.
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Share-based Payments
The Group has management compensation schemes (Note 21), under which certain senior
executives and employees of the Group receive remuneration in the form of share-based payment
transactions, whereby they render services as consideration for equity instruments (“equity-settled
transactions”).
The cost of equity-settled transactions with grantees is measured by reference to the fair value of
the Company’s shares at the date on which they are granted. The fair value is determined using
the Black-Scholes-Merton model. In valuing equity-settled transactions, no account is taken of any
conditions, other than market conditions.
No expense is recognised for awards that do not ultimately vest. Once a share-settled transaction
is vested, no further accounting entries are made to reverse the cost already charged, even if the
instruments that are the subject of the transaction are subsequently forfeited. In this case, the
Group makes a transfer between different components of equity.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised
as if the terms had not been modified. In addition, an expense is recognised for any modification
which increases the total fair value of the share-based payment arrangement, or is otherwise
beneficial to the employee as measured at the date of modification.
Cash-settled share-based payments represent transactions in which the Group acquires goods or
services by incurring a liability to transfer cash or other assets to the supplier of those goods or
services for amounts that are based on the price (or value) of the Group's shares or other equity
instruments.
The cost of cash-settled transactions is measured initially at fair value at the grant date using the
Black-Scholes-Merton model. This fair value is expensed over the period until the vesting date with
recognition of a corresponding liability. The liability is remeasured to fair value at each reporting
date up to and including the settlement date with changes in fair value recognised in the statement
of operations.
The dilutive effect of outstanding share-based awards is reflected as additional share dilution in
the computation of earnings per share (Note 20).
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured.
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
any 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.
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Evraz Group S.A.
Revenue (continued)
The following specific recognition criteria must also be met before revenue is recognised:
Sale of Goods
Revenue is recognised when the significant risks and rewards of ownership of the goods have
passed to the buyer and the amount of revenue can be measured reliably. The moment of transfer
of the risks and rewards of ownership is determined by the contract terms.
Rendering of Services
The Group’s revenues from rendering of services include electricity, transportation, port and other
services. Revenue is recognised when services are rendered.
Interest
Dividends
Revenue is recognised when the shareholders’ right to receive the payment is established.
Rental Income
Rental income is accounted for on a straight-line basis over the lease term on ongoing leases.
Current income tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or substantively enacted by the end
of the reporting period.
Current income tax relating to items recognised outside profit or loss is recognised in other
comprehensive income or equity and not in the statement of operations.
Deferred tax assets and liabilities are calculated in respect of temporary differences using the
liability method. Deferred income taxes are provided for all temporary differences arising between
the tax basis of assets and liabilities and their carrying values for financial reporting purposes,
except where the deferred income tax arises from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss.
A deferred tax asset is recorded only to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences can be utilised. Deferred tax assets
and liabilities are measured at tax rates that are expected to apply to the period when the asset is
realised or the liability is settled, based on tax rates that have been enacted or substantively
enacted at the end of the reporting period.
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3. Segment Information
For management purposes the Group has four reportable operating segments:
§ Steel segment includes production of steel and related products at all mills except for
those located in North America. Extraction of vanadium ore and production of vanadium
products, iron ore mining and enrichment and certain energy-generating companies are
also included in this segment as they are closely related to the main process of steel
production.
§ Steel, North America is a segment, which includes production of steel and related products
in the USA and Canada.
§ Coal segment includes coal mining and enrichment. It also includes operations of
Nakhodka Trade Sea Port as it is used to a significant extent for shipping of products of
the coal segment to the Asian markets.
§ Other operations include energy-generating companies, shipping and railway
transportation companies.
Management and investment companies are not allocated to any of the segments. Operating
segments have been aggregated into reportable segments if they show a similar long-term
economic performance, have comparable production processes, customer industries and
distribution channels, operate in the same regulatory environment, and are generally managed and
monitored together.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to
transactions with third parties.
Management monitors the results of the operating segments separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is
evaluated based on EBITDA (see below). This performance indicator is calculated based on
management accounts that differ from the IFRS consolidated financial statements for the following
reasons:
1) for the last month of the reporting period, the management accounts for each operating segment
are prepared using a forecast for that month;
2) the statement of operations is based on local GAAP figures with the exception of depreciation
and repair expenses which are adjusted to approximate the amount under IFRS.
In 2015, management changed the definition of segment expense and EBITDA to make these
indicators more comparable with Russian steel peers. Segment expense and EBITDA have now
been adjusted to not include social and social infrastructure maintenance expenses. As a result,
the Group restated EBITDA for both financial reporting and management accounts purposes for
the years ended 31 December 2014 and 2013.
Segment revenue is revenue reported in the Group's statement of operations that is directly
attributable to a segment and the relevant portion of the Group’s revenue that can be allocated to it
on a reasonable basis, whether from sales to external customers or from transactions with other
segments.
Segment expense is expense resulting from the operating activities of a segment that is directly
attributable to the segment and the relevant portion of an expense that can be allocated to it on
a reasonable basis, including expenses relating to external counterparties and expenses relating to
transactions with other segments. Segment expense does not include social and social
infrastructure maintenance expenses.
Segment result is segment revenue less segment expense that is equal to earnings before interest,
tax, depreciation and amortisation (“EBITDA”) for that segment.
Segment EBITDA is determined as a segment’s profit/(loss) from operations adjusted for social
and social infrastructure maintenance expenses, impairment of assets, profit/(loss) on disposal of
property, plant and equipment and intangible assets, foreign exchange gains/(losses) and
depreciation, depletion and amortisation expense.
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Evraz Group S.A.
The following tables present measures of segment profit or loss based on management accounts.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
Revenue
Sales to external customers $ 6,018 $ 2,253 $ 380 $ 89 $ – $ 8,740
Inter-segment sales 242 10 572 304 (1,128) –
Total revenue 6,260 2,263 952 393 (1,128) 8,740
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
Revenue
Sales to external customers $ 9,135 $ 3,159 $ 540 $ 128 $ – $ 12,962
Inter-segment sales 570 – 676 446 (1,692) –
Total revenue 9,705 3,159 1,216 574 (1,692) 12,962
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
Revenue
Sales to external customers $ 10,849 $ 3,056 $ 728 $ 142 $ – $ 14,775
Inter-segment sales 370 – 706 468 (1,544) –
Total revenue 11,219 3,056 1,434 610 (1,544) 14,775
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Evraz Group S.A.
The following table shows a reconciliation of revenue and EBITDA used by management for
decision making and revenue and profit or loss before tax per the consolidated financial statements
prepared under IFRS.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
$ 1,449
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Evraz Group S.A.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
$ 2,367
41
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Evraz Group S.A.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
$ 1,885
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The revenues from external customers for each group of similar products and services are
presented in the following table:
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Evraz Group S.A.
Distribution of the Group’s revenues by geographical area based on the location of customers for
the years ended 31 December was as follows:
CIS
$ 3,104$ 5,281$ 6,141
Russia
Kazakhstan 237 384 456
Ukraine 242 333 494
Others 185 209 225
3,768 6,20 7,31
America
USA 1,566 1,727 1,940
Canada 779 1,589 1,233
Others 221 213 69
2,566 3,529 3,242
Asia
Taiwan 323 485 549
Indonesia 197 429 272
China 131 103 280
Korea 123 254 135
Thailand 121 285 332
Japan 97 120 62
Philippines 85 51 99
Jordan 81 88 57
United Arab Emirates 40 43 64
Vietnam 28 8 13
Mongolia 11 26 43
Others 117 62 156
1,354 1,954 2,062
Europe
Turkey 392 242 314
Italy 114 114 157
Austria 50 139 173
Germany 45 74 163
Slovakia 38 60 123
Czech Republic 28 58 151
Poland 27 37 100
Other members of the European Union 97 143 183
Others 24 49 21
815 916 1,385
Africa
South Africa 100 363 361
Others 158 84 43
258 447 404
Other countries 6 10 7
$ 8,767$ 13,06 $ 14,41
None of the Group’s customers amounts to 10% or more of the consolidated revenues.
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Evraz Group S.A.
Non-current assets other than financial instruments, deferred tax assets and post-employment
benefit assets were located in the following countries at 31 December:
US$ million 2015 2014 2013
Corber
In October 2012, EVRAZ plc concluded a preliminary agreement with Adroliv Investments Limited
for an acquisition of a 50% ownership interest in Corber, the parent of a coal mining company
Raspadskaya, subject to the receipt of regulatory approvals and fulfillment of certain other
conditions. On 16 January 2013, all the conditions were met and the Group obtained control over
the entity. As a result, Corber became a wholly owned subsidiary of the Group on 16 January
2013.
The purchase consideration included 132,653,006 shares of EVRAZ plc issued on 16 January
2013, warrants to subscribe for an additional 33,944,928 EVRAZ plc shares exercisable at zero
price in the period from 17 January to 17 April 2014 and a cash consideration of $202 million to be
paid in equal quarterly instalments to 15 January 2014. Fair value of the consideration transferred
totalled to $964 million, including $611 million relating to the shares issued, $156 million
representing the fair value of the warrants and $197 million being the present value of the cash
component of the purchase consideration. The fair value of shares and warrants was determined
by reference to the market value of EVRAZ plc shares at the date of acquisition.
The Group recorded a $94 million gain on derecognition of the equity interest in Corber held before
the business combination. This gain was determined as follows:
US$ million 16 January 2013
Fair value of shares held before the business combination $ 658
Less: carrying value of the investment in the joint venture at the date
of business combination based on equity method of accounting
(Note 11) (496)
Less: accumulated foreign exchange losses of the acquiree
attributed to the Group’s share in the joint venture (68)
Gain on derecognition of equity investment $ 94
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Evraz Group S.A.
Corber (continued)
The table below sets forth the fair values of identifiable assets, liabilities and contingent liabilities of
Corber at the date of acquisition:
At the acquisition date the Group measured non-controlling interests at fair value based on the
market price of shares of Raspadskaya.
For the period from 16 January 2013 to 31 December 2013, Corber reported a net loss amounting
to $157 million.
In 2014, the Group fully settled its liabilities for the purchase of Corber.
In 2013, the Group acquired an additional 45.5% ownership interest in MediaHolding Provincia for
a cash consideration of $11 million. The fair value of the equity interest previously held by the
Group (30%) was $4 million. The Group recorded a $5 million loss on derecognition of the equity
interest in MediaHolding Provincia held before the business combination. The Group recognised
$4 million of goodwill on the transaction. Subsequently, the Group acquired all non-controlling
interests ($3 million) settled by the transfer of property and recognised the excess of the carrying
value of the acquired non-controlling interests over the amount of consideration amounting to
$1 million in additional paid-in capital.
If the acquisition of Corber had occurred as of the beginning of 2013, the revenue and net
profit/(loss) of the combined entity would have been $14,438 million and $(558) million,
respectively.
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Evraz Group S.A.
In 2013, the Group paid $1 million to an entity under control of two major shareholders for an
acquisition of Telekon, a broadcasting company in Nizhny Tagil, Russia. An independent appraiser
valued that business at $5 million.
In 2015, the Group sold 10% in Vametco to a third party and received $1 million of consideration.
The disposed non-controlling interest amounted to $2 million. The Group also recognised a liability
of $3 million for guaranteed dividends, which are to be declared and paid before March 2020, with
a corresponding debit to accumulated profits.
Deconsolidation of Subsidiaries
The rescue procedures will result either in (1) Highveld being re-financed or financially restructured
or, if that is not possible, (2) Highveld’s orderly winding down under the supervision of a business
rescue practitioner to maximise the return to creditors and other affected parties.
Following the placement of Highveld under the business rescue procedures, control and
management of Highveld was transferred to a “business rescue practitioner”. Until Highveld is
successfully re-financed/restructured, Highveld’s Board and the Group are no longer able to control
Highveld or exercise significant influence over it. The business rescue practitioner can consult with
the Highveld’s Board or its directors, but he would not be bound by any requests or advice from
Highveld’s Board or the directors.
The Group’s management believe that due to the current market conditions the option to invest
additional cash in Highveld to pay to the creditors and to stop business rescue procedures would
create no economic value for the Group. Therefore, in the opinion of management, the potential
voting rights that the Group has in Highveld have no economic substance.
Based on the management’s current assessment, the business rescue procedures most likely will
result in Highveld being sold to one or more third parties at a significant discount or being
mandatorily liquidated. As a consequence, management believes that on 14 April 2015 (the date of
the placement of Highveld under the business rescue procedures) the Group lost control over
Highveld and it is not expected that it will re-obtain control in the future.
As a result, the Group ceased to consolidate Highveld starting 14 April 2015 and recognised a loss
on disposal of a subsidiary in the amount of $167 million, including $142 million of translation loss
recycled to the statement of operations. In addition, non-controlling interests of $4 million were
derecognised. Management analysed the classification of Highveld to determine whether its
disposal constitutes a discontinued operation under IFRS 5 and concluded that this is not the case.
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Evraz Group S.A.
Deconsolidation of Subsidiaries
The table below demonstrates the carrying values of assets and liabilities of Highveld, which were
included in the steel segment of the Group’s operations, at the date of derecognition.
US$ million 13 April 2015
Property, plant and equipment $ 77
Other non-current assets 23
Inventories 74
Accounts receivable 59
Cash and cash equivalents 1
Total assets 234
Non-current liabilities 61
Current liabilities 144
Total liabilities 205
Non-controlling interests 4
Net assets $ 25
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5. Goodwill
Goodwill relates to the assembled workforce and synergy from integration of the acquired
subsidiaries into the Group. The carrying amount of goodwill was allocated among cash-generating
units as follows at 31 December:
US$ million
2015 2014 2013
EVRAZ Inc. NA $ 615 $ 825 $ 996
Oregon Steel Portland Mill 188 241 412
Rocky Mountain Steel Mills 410 410 410
OSM Tubular – Camrose Mills – 157 157
General Scrap 16 16 16
Others 1 1 1
EVRAZ Inc. NA Canada 494 634 791
Calgary 92 109 217
Red Deer – 48 52
Regina Steel 288 340 373
Regina Tubular 98 118 128
Others 16 19 21
EVRAZ Palini e Bertoli – – 79
EVRAZ Vanady-Tula 28 36 62
EVRAZ Vametco Holdings 6 9 16
EVRAZ Nikom, a.s. 30 33 37
Others 3 4 7
$ 1,176 $ 1,541 $ 1,988
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6. Impairment of Assets
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The Group recognised the impairment losses as a result of the impairment testing at the level of
cash-generating units. In addition, the Group made a write-off of certain functionally obsolete items
of property, plant and equipment and recorded an impairment relating to VAT with a long-term
recovery.
For the purpose of the impairment testing as of 31 December 2015 the Group assessed
the recoverable amount of each cash-generating unit to which the goodwill was allocated or where
indicators of impairment were identified.
The recoverable amounts have been determined based on calculation of either value-in-use or fair
value less costs to sell. Both valuation techniques used cash flow projections based on the actual
operating results and business plans approved by management and appropriate discount rates
reflecting time value of money and risks associated with respective cash-generating units. For the
periods not covered by management business plans, cash flow projections have been estimated
by extrapolating the results of the respective business plans using a zero real growth rate.
In determination of fair value less costs to sell the asset’s value additionally includes the cashflows
of future projects not started yet and the associated capital expenditure costs.
The major drivers that led to impairment were the changes in expectations of long-term prices for
iron ore and steel products, the increase in forecasted costs and changes in forecasted production
volumes.
The key assumptions used by management in the value-in-use calculations with respect to the
cash-generating units to which the goodwill was allocated are presented in the table below.
Average Carrying
price of Recoverable amount of
Period of Pre-tax commodity amount of CGU before
forecast, discount per tonne CGU, impairment,
years rate, % Commodity in 2016 US$ million US$ million
EVRAZ Inc. NA (all CGU) 5 10.60-18.22 steel products $762 1,696 1,500
including
Oregon Steel Portland Mill 5 10.92 steel products $693 512 565
ferrovanadium
EVRAZ Vametco Holdings 5 13.39 products $14,949 37 15
ferrovanadium
EVRAZ Nikom, a.s. 5 12.09 products $13,093 49 32
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In addition, the Group determined that there were indicators of impairment in other cash generating
units and tested them for impairment using the following assumptions.
Average price
Pre-tax of commodity per
Period of discount rate, tonne
forecast, years % Commodity in 2016
EVRAZ Dnepropetrovsk Iron and Steel Works 5 23.13 steel products $300
ferrovanadium
EVRAZ Stratcor Inc. 5 12.45 $36,503
products
The value in use of the cash-generating units for which an impairment loss was recognised or
reversed in the reporting year was as follows at 31 December.
US$ million 2015 2014
As management expects to recover investments in EVRAZ Palini e Bertoli and EVRAZ Yuzhny
Stan principally through sale, the recoverable amounts of these cash-generating units were
measured at $5 million and $14 million, respectively, as fair value less costs of disposal, which
was determined based on non-binding offers at 31 December 2015 (Level 3 in the fair value
hierarchy).
The calculations of value in use are most sensitive to the following assumptions:
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Discount Rates
Discount rates reflect the current market assessment of the risks specific to each cash-generating
unit. The discount rates have been determined using the Capital Asset Pricing Model and analysis
of industry peers. Reasonably possible changes in discount rates could lead to an additional
impairment at Gurievsky mine, EVRAZ Sukha Balka, EVRAZ Stratcor Inc., EVRAZ Inc. NA and
EVRAZ Inc. NA Canada cash-generating units. If discount rates were 10% higher, this would lead
to an additional impairment of $118 million.
Sales Prices
The prices of the products sold by the Group were estimated using industry research. The Group
expects that the nominal prices will fluctuate with a compound annual growth rate of (6.4)%-8.3%
in 2016 – 2020, 2.5% in 2021 and thereafter. Reasonably possible changes in sales prices could
lead to an additional impairment at Gurievsky mine, EVRAZ Sukha Balka, EVRAZ Dnepropetrovsk
Iron and Steel Works, EVRAZ Inc. NA and EVRAZ Inc. NA Canada cash-generating units. If the
prices assumed for 2016 and 2017 in the impairment test were 10% lower, this would lead to an
additional impairment of $75 million.
Sales Volumes
Management assumed that the sales volumes of steel products in 2016 will be at the level of 2015
and future dynamics will be driven by a gradual market recovery and changes in assets’ capacities.
Reasonably possible changes in sales volumes could lead to an additional impairment at
Gurievsky mine, EVRAZ Stratcor Inc., EVRAZ Inc. NA and EVRAZ Inc. NA Canada cash-
generating units. If the sales volumes were 10% lower than those assumed for 2016 and 2017 in
the impairment test, this would lead to an additional impairment of $17 million.
In relation to the Calgary, Red Deer and Pueblo Seamless cash-generating units, management’s
forecast assumed an 18% average annual increase in volumes from 2016 to 2020. If the average
growth rate were 13% instead of 18% for those years, then an additional impairment of
$191 million would arise.
Sensitivity Analysis
The unit’s recoverable amount would become equal to its carrying amount if the assumptions used
to measure the recoverable amount changed by the following percentages:
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Cost of revenues, selling and distribution costs, general and administrative expenses include
the following for the years ended 31 December:
* The amount does not agree to the previously issued consolidated financial statements as it has
been restated for the correction of an error relating to the elimination of certain intra-group
purchases ($2,686 million) and restated for the amounts of Raspadskaya (Note 2).
In 2015, 2014 and 2013, the Group recognised (expense)/income on allowance or net reversal of
the allowance for net realisable value in the amount of $(1) million, $(4) million and $33 million,
respectively.
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Interest expense consisted of the following for the years ended 31 December:
US$ million 2015 2014 2013
Bank interest $ (88) $ (55) $ (104)
Interest on bonds and notes (342) (448) (506)
Interest on loans payable to related parties (9) – –
Finance charges payable under finance leases – (1) (1)
Net interest expense on employee benefits
obligations (Note 23) (24) (30) (39)
Discount adjustment on provisions (Note 24) (13) (15) (20)
Unwinding of the discount and interest relating
to liabilities for the purchase of Corber – (3) –
Other (4) (9) (9)
$ (480) $ (561) $ (679)
Interest income consisted of the following for the years ended 31 December:
US$ million 2015 2014 2013
Interest on bank accounts and deposits $ 4 $ 9 $ 15
Interest on loans and accounts receivable 3 4 5
Other 2 4 3
$ 9 $ 17 $ 23
Gain/(loss) on financial assets and liabilities included the following for the years ended
31 December:
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8. Income Taxes
The Group’s income was subject to tax at the following tax rates:
Major components of income tax expense for the years ended 31 December were as follows:
US$ million 2015 2014 2013
Current income tax expense $ (100) $ (356) $ (242)
Adjustment in respect of income tax of
previous years 1 (1) (6)
Deferred income tax benefit/(expense)
relating to origination and reversal of
temporary differences 83 151 335
The major part of income taxes is paid in the Russian Federation. A reconciliation of income tax
expense applicable to profit before income tax using the Russian statutory tax rate to income tax
expense as reported in the Group’s consolidated financial statements for the years ended
31 December is as follows:
In 2014, the increase in the amount of non-deductible expenses and unrecognised temporary
differences is mostly caused by the significant forex exchange losses and losses on derivatives
(Note 25), which either cannot be utilised or cannot be deductible for tax purposes in certain
subsidiaries.
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Evraz Group S.A.
Deferred income tax assets and liabilities and their movements for the years ended 31 December
were as follows:
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Evraz Group S.A.
As of 31 December 2015, 2014 and 2013, deferred income taxes in respect of undistributed
earnings of the Group’s subsidiaries have not been provided for, as management does not intend
to distribute accumulated earnings in the foreseeable future. The current tax rate on intra-group
dividend income varies from 0% to 15%. The temporary differences associated with investments in
subsidiaries were not recognised as the Group is able to control the timing of the reversal of these
temporary differences and does not intend to reverse them in the foreseeable future.
In the context of the Group’s current structure, tax losses and current tax assets of the different
companies may not be set off against current tax liabilities and taxable profits of other companies,
except for the companies registered in Cyprus, Russia and the United Kingdom where group relief
and tax consolidation can be applied. As of 31 December 2015, the unused tax losses carry
forward approximated $7,529 million (2014: $7,796 million, 2013: $7,415 million). The Group
recognised deferred tax assets of $192 million (2014: $230 million, 2013: $261 million) in respect
of unused tax losses. Deferred tax assets in the amount of $1,883 million (2014: $1,719 million,
2013: $1,542 million) have not been recorded as it is not probable that sufficient taxable profits will
be available in the foreseeable future to offset these losses. Tax losses of $6,595 million (2014:
$6,585 million, 2013: $6,054 million) for which deferred tax assets were not recognised arose in
companies registered in Canada, Cyprus, Italy, Luxembourg, Russia, Ukraine, the United Kingdom
and the USA. Losses in the amount of $6,383 million (2014: $6,331 million, 2013: $5,572 million)
are available indefinitely for offset against future taxable profits of the companies in which the
losses arose and $212 million will expire during 2019–2025 (2014: $254 million, 2013:
$481 million).
Cost:
Land $ 97 $ 124 $ 157
Buildings and constructions 1,507 1,908 2,860
Machinery and equipment 3,944 5,087 6,854
Transport and motor vehicles 192 248 394
Mining assets 2,000 2,479 4,200
Other assets 37 60 77
Assets under construction 298 415 980
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Evraz Group S.A.
The movement in property, plant and equipment for the year ended 31 December 2015 was as
follows:
Buildings Machinery Transport
and and and motor Mining Other Assets under
US$ million Land constructions equipment vehicles assets assets construction Total
At 31 December 2014, cost, net of
accumulated depreciation $ 124 $ 1,118 $ 2,456 $ 101 $ 1,455 $ 15 $ 415 $ 5,684
Additions – – 4 – 1 1 434 440
Assets put into operation – 35 220 28 140 3 (426) –
Disposals (2) (7) (29) (4) (7) – (22) (71)
Depreciation and depletion charge – (77) (338) (24) (88) (5) – (532)
Impairment losses recognised in
statement of operations (4) (16) (44) – (109) – (36) (209)
Impairment losses reversed
through statement of operations – 2 2 – 3 – 13 20
Impairment losses recognised in
other comprehensive income – (1) – – – – – (1)
Loss of control over a subsidiary (1) (2) (65) (1) (2) (1) (5) (77)
Transfer to assets held for sale (7) (13) (4) – – – – (24)
Change in site restoration and
decommissioning provision – 6 – – 45 – – 51
Translation difference (13) (228) (416) (22) (346) (1) (75) (1,101
At 31 December 2015, cost, net of
accumulated depreciation $ 97 $ 817 $ 1,786 $ 78 $ 1,092 $ 12 $ 298 $ 4,180
The movement in property, plant and equipment for the year ended 31 December 2014 was as
follows:
Buildings Machinery Transport
and and and motor Mining Other Assets under
US$ million Land constructions equipment vehicles assets assets construction Total
At 31 December 2013, cost, net of
accumulated depreciation $ 157 $ 1,655 $ 3,774 $ 187 $ 2,578 $ 27 $ 980 $ 9,358
Additions – 1 8 1 – – 555 565
Assets put into operation – 198 447 22 131 5 (803) –
Disposals (2) (7) (41) (3) (10) – (5) (68)
Depreciation and depletion charge – (112) (467) (38) (150) (5) – (772)
Impairment losses recognised in
statement of operations (4) (20) (85) – (79) – (21) (209)
Impairment losses reversed
through statement of operations – 5 10 – – – 2 17
Transfer to assets held for sale – (4) (3) – – – (7)
Change in site restoration and
decommissioning provision – 6 (4) – 61 – 4 67
Translation difference (27) (604) (1,183) (68) (1,076) (12) (297) (3,267)
At 31 December 2014, cost, net of
accumulated depreciation $ 124 $ 1,118 $ 2,456 $ 101 $ 1,455 $ 15 $ 415 $ 5,684
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Evraz Group S.A.
The movement in property, plant and equipment for the year ended 31 December 2013 was as
follows:
Buildings Machinery Transport
and and and motor Mining Other Assets under
US$ million Land constructions equipment vehicles assets assets construction Total
At 31 December 2012, cost, net of
accumulated depreciation $ 183 $ 1,615 $ 3,416 $ 181 $ 1,388 $ 21 $ 1,186 $ 7,990
Assets acquired in business
combination – 203 539 61 1,527 8 275 2,613
Additions 3 1 4 3 4 – 842 857
Assets put into operation – 147 853 33 147 8 (1,188 –
Disposals – (12) (35) (3) (2) – (2) (54)
Depreciation and depletion charge – (155) (583) (47) (196) (6) – (987)
Impairment losses recognised in
statement of operations (27) (49) (184) (14) (86) (1) (49) (410)
Impairment losses reversed
through statement of operations 1 21 31 – 56 – 3 112
Impairment losses recognised
or reversed through other
comprehensive income – (4) (1) – (2) – (2) (9)
Transfer to assets held for sale (11) (6) (23) (15) (57) – (1) (113)
Change in site restoration and
decommissioning provision 15 4 7 – (6) – – 20
Translation difference (7) (110) (250) (12) (195) (3) (84) (661)
At 31 December 2013, cost, net of
accumulated depreciation $ 157 $ 1,655 $ 3,774 $ 187 $ 2,578 $ 27 $ 980 $ 9,358
Assets under construction include prepayments to constructors and suppliers of property, plant and
equipment in the amount of $23 million, $22 million and $29 million as of 31 December 2015, 2014
and 2013, respectively.
On 1 January 2014, certain of the Group’s subsidiaries reassessed the remaining useful lives of
property, plant and equipment, which resulted in a $52 million decrease in depreciation expense as
compared to the amounts that would have been charged had no change in estimate occurred.
Impairment losses were identified in respect of certain items of property, plant and equipment that
were recognised as functionally obsolete or as a result of the testing at the level of cash-generating
units (Note 6).
The amount of borrowing costs capitalised during the year ended 31 December 2015 was
$4 million (2014: $10 million, 2013: $8 million).
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Evraz Group S.A.
As of 31 December 2015, 2014 and 2013, water rights and environmental permits with a carrying
value of $57 million had an indefinite useful life.
The movement in intangible assets for the year ended 31 December 2015 was as follows:
Water rights
Customer and environ-
relation- mental Contract
US$ million ships permits terms Other Total
At 31 December 2014, cost, net of accumulated
amortisation $ 339 $ 57 $ 23 $ 22 $ 441
Additions – – – 6 6
Amortisation charge (43) – (2) (5) (50)
Loss of control over a subsidiary (20) – – – (20)
Translation difference (44) – (5) (4) (53)
At 31 December 2015, cost, net of accumulated
amortisation $ 232 $ 57 $ 16 $ 19 $ 324
The movement in intangible assets for the year ended 31 December 2014 was as follows:
Water rights
Customer and environ-
relation- mental Contract
US$ million ships permits terms Other Total
At 31 December 2013, cost, net of accumulated
amortisation $ 448 $ 57 $ 44 $ 39 $ 588
Additions – – – 4 4
Amortisation charge (60) – (4) (8) (72)
Impairment loss recognised in statement of
operations (16) – – – (16)
Transfer to assets held for sale (1) – – – (1)
Translation difference (32) – (17) (13) (62)
At 31 December 2014, cost, net of accumulated
amortisation $ 339 $ 57 $ 23 $ 22 $ 441
The movement in intangible assets for the year ended 31 December 2013 was as follows:
Water rights
Customer and environ-
relation- mental Contract
US$ million ships permits terms Other Total
At 31 December 2012, cost, net of accumulated
amortisation $ 654 $ 57 $ – $ 24 $ 735
Assets acquired in business combination – – – 19 19
Additions – – 47 5 52
Amortisation charge (86) – (1) (7) (94)
Impairment loss recognised in statement of
operations (68) – – (1) (69)
Translation difference (52) – (2) (1) (55)
At 31 December 2013, cost, net of accumulated
amortisation $ 448 $ 57 $ 44 $ 39 $ 588
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Evraz Group S.A.
The Group accounted for investments in joint ventures and associates under the equity method.
Other
US$ million Corber Streamcore associates Total
Corber Enterprises Limited (“Corber”) was a joint venture established in 2004 for the purpose of
exercising joint control over economic activities of Raspadskaya Mining Group. Since March 2014
Corber is registered in Luxembourg. The Group had a 50% share in the joint venture, i.e. at
31 December 2012 it effectively owned approximately 41% in JSC Raspadskaya. On 16 January
2013, the Group acquired a contolling interest in Corber (Note 4) and the joint venture accounting
and disclosures ceased to apply from that date.
Kazankovskaya
ZAO Kazankovskaya (“Kazankovskaya”) is a Russian coal mining company that was acquired as
part of the purchase of Yuzhkuzbassugol in 2007. The Group owned 50% in Kazankovskaya.
In January 2013, the Group acquired an additional 50% in Kazankovskaya from Magnitogorsk
Steel Plant for a cash consideration of 167 US dollars. The primary reason for the business
combination was a preparation for the subsequent sale of the mine. The Group fully impaired
$14 million goodwill, which arose on this acquisition. In August 2013, Kazankovskaya was sold
(Note 12).
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Streamcore
The Group owns a 50% interest in Streamcore (Cyprus), a joint venture established for
the purpose of exercising joint control over facilities for scrap procurement and processing in
Siberia, Russia.
The table below sets forth Streamcore’s assets and liabilities as of 31 December:
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Evraz Group S.A.
The major classes of assets and liabilities of the disposal groups measured at the lower of carrying
amount and fair value less costs to sell were as follows as of 31 December:
The net assets of disposal groups classified as held for sale at 31 December related to the
following reportable segments:
At 31 December 2013, the disposal groups held for sale relating to the steel segment consisted
mostly of the assets and liabilities of EVRAZ Vitkovice Steel sold in April 2014. In 2012,
the difference between the carrying value of the net assets of the subsidiary and the expected
consideration amounting to $78 million was recognised as a loss on disposal groups classified as
held for sale and in 2013 it was fully reversed due to the change in the amount of consideration.
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The table below demonstrates the carrying values of assets and liabilities, at the dates of disposal,
of the subsidiaries and other business units disposed of during 2013–2015.
The net assets of disposal groups sold in 2013–2015 related to the following reportable segments:
Cash flows on disposal of subsidiaries and other business units were as follows:
US$ million 2015 2014 2013
In 2015, the Group sold assets of Portland Structural Tubing for a cash consideration of
$51 million. The Group recognised $20 million as a gain on disposal groups classified as held for
sale.
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Evraz Group S.A.
In April 2014, the Group sold its wholly-owned subsidiary EVRAZ Vitkovice Steel to a third party for
a cash consideration of $287 million on a debt free and normalised working capital basis.
Transaction costs amounted to $3 million. As of 31 December 2014, the Group owed $25 million to
the purchaser of EVRAZ Vitkovice Steel. In 2015, this amount was fully settled through an offset
with receivables from the former subsidiary.
The Group recognised a $90 million gain on the sale of the subsidiary, including $61 million of
cumulative exchange gains reclassified from other comprehensive income to the consolidated
statement of operations. Cash disposed with the subsidiary amounted to $20 million.
Assets of Evrazruda
In 2014, the Group sold an iron ore mine and heat and power plant located in the Krasnoyarsk and
Kemerovo regions of Russia. The gain on these transactions amounted to $25 million, including
$5 million of cumulative exchange gains reclassified from other comprehensive income to the
consolidated statement of operations.
In 2013, the Group sold 2 iron ore mines, ore processing plant and 2 electricity generating
companies located in the Khakassia region of Russia. The gain on these transactions amounted to
$21 million.
VGOK
In October 2013, the Group sold a wholly-owned subsidiary EVRAZ Vysokogorsky Iron Ore Mining
and Processing Plant (“VGOK”) to NPRO URAL.
The consideration comprised $20 million cash with a net present value of $18 million and the fair
value of a 10-year agreement for the processing by VGOK of certain EVRAZ NTMK’s waste
products. The fair value of this contract was measured based on an incremental income to the
Group and approximated $47 million. It was recognised as an intangible asset within the Contract
terms category.
The Group recognised a $2 million loss on the sale of VGOK, including $23 million of cumulative
exchange losses reclassified from other comprehensive income to the consolidated statement of
operations.
In September 2013, the Group sold Central Heat and Power Plant located in the Kemerovo region
(Russia) for 300 US dollars. The Group recognised a $1 million loss on this transaction.
Mines of Yuzhkuzbassugol
In 2013, the Group sold 3 coal mines in the Kemerovo region of Russia: Yubileinaya,
Gramoteinskaya and Kazankovskaya. The aggregate consideration amounted to 630 US dollars.
The Group recognised a gain of $34 million on these transactions, including $1 million cumulative
exchange gains reclassified from other comprehensive income to the consolidated statement of
operations.
Other disposal groups held for sale included a few small subsidiaries involved in non-core activities
(construction business, trading activity and recreational services) and other non-current assets.
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Evraz Group S.A.
The Group holds approximately 15% in Delong Holdings Limited (“Delong”), a flat steel producer
headquartered in Beijing (China). The investments in Delong are measured at fair value based on
market quotations ($5 million, $16 million and $28 million at 31 December 2015, 2014 and 2013,
respectively). The change in the fair value of these shares is initially recorded in other
comprehensive income.
In 2013, the Group recognised a gain of $7 million on the increase in market quotations in other
comprehensive income. In 2015 and 2014, impairment losses relating to the decline in quotations
of Delong shares in the amount of $Nil and $12 million, respectively, were recorded through other
comprehensive income and $11 million and $1 million, respectively, were recognised in the
statement of operations.
14. Inventories
As of 31 December 2015, 2014 and 2013, the net realisable value allowance was $35 million,
$47 million and $58 million, respectively.
As of 31 December 2015, 2014 and 2013, certain items of inventory with an approximate carrying
amount of $383 million, $607 million and $510 million, respectively, were pledged to banks as
collateral against loans provided to the Group (Note 22).
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Evraz Group S.A.
Ageing analysis and movement in allowance for doubtful accounts are provided in Note 28.
Related parties of the Group include associates and joint venture partners, key management
personnel and other entities that are under the control or significant influence of the key
management personnel, the Group’s ultimate parent or its shareholders. In considering each
possible related party relationship, attention is directed to the substance of the relationship, not
merely the legal form.
In 2014 and 2013, the Group did not recognise any expense or income in relation to bad and
doubtful debts of related parties. In 2015, a $2 million reversal of bad and doubtful debts allowance
was recognised in the consolidated statement of operations.
Transactions with related parties were as follows for the years ended 31 December:
Sales to Purchases from
related parties related parties
US$ million 2015 2014 2013 2015 2014 2013
Genalta Recycling Inc. $ – $ – $ – $ 14 $ 24 $ 22
Interlock Security Services – 1 1 24 39 51
Mezhegeyugol 1 2 4 12 4 –
Vtorresource-Pererabotka 8 17 16 274 465 462
Yuzhny GOK 29 42 62 70 125 150
Other entities – 3 7 12 24 43
$ 38 $ 65 $ 90 $ 406 $ 681 $ 728
In addition to the disclosures presented in this note, some of the balances and transactions with
related parties are disclosed in Notes 4, 11, 13 and 25.
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Evraz Group S.A.
Genalta Recycling Inc. is a joint venture of a Canadian subsidiary of the Group. It sells scrap metal
to the Group.
Interlock Security Services is a group of entities controlled by a member of the key management
personnel, which provide security services to the Russian and Ukrainian subsidiaries of the Group.
Lanebrook Limited is a controlling shareholder of the Company. In 2008, the Group acquired from
Lanebrook a 1% ownership interest in Yuzhny GOK for a cash consideration of $38 million
(Note 18). As part of the transaction, the Group signed a put option agreement that gives the
Group the right to sell these shares back to Lanebrook Limited for the same amount. In January
2014, the Group sold 0.14% of the shares to Lanebrook Limited for $6 million. The put option for
the remaining shares expires on 31 December 2016.
Mezhegeyugol is an entity under control of EVRAZ plc. The Group renders geological services to
Mezhegeyugol and purchases incidental coal from it.
Yuzhny GOK, an ore mining and processing plant, is an associate of Lanebrook Limited. The
Group sold steel products to Yuzhny GOK and purchased sinter from the entity. In 2015, 2014 and
2013, the volume of purchases was 1,517,580 tonnes, 1,486,415 tonnes and 1,549,958 tonnes,
respectively. In 2015 and 2014, the Ukrainian hryvnia depreciated against the US dollar by 34%
and 49%, respectively. As a result, the Group recognised $19 million and $88 million, respectively,
of foreign exchange loss on the balances and transactions with Yuzhny GOK.
On 1 April 2014, a Ukrainian subsidiary of the Group received a non-interest bearing loan of
2,935 million Ukrainian hryvnias ($267 million at the exchange rate as of the date of disbursement)
from Standart IP, an entity under control of one of the major shareholders. The proceeds were
used for the purposes of short-term liquidity management for the subsidiary. The loan was fully
repaid in several instalments by 10 April 2014 using the loans provided by the other Group’s
subsidiary.
The transactions with related parties were based on prevailing market terms.
In 2015, the Group issued a $157 million loan to Mezhegeyugol. The loan earns interest at 7.65%
per annum and matures in December 2020.
In 2015, the Group received and fully repaid a 6% loan from EVRAZ plc amounting to $16 million.
In 2015, the Group received additional $3 million under a $55 million loan from Evraz Greenfield
Development S.A. This 7% loan was received in 2013 and was due for repayment in 2017.
In 2015, the Group accrued a $2 million interest expense and fully repaid the outstanding liability
under the loan.
On 1 April 2014, the Group received a non-interest bearing loan of 2,935 million Ukrainian hryvnias
($267 million at the exchange rate as of the date of disbursement) from Standart IP, an entity
under control of one of the major shareholders. The proceeds were used for the purposes of short-
term liquidity management for a Ukrainian subsidiary. The loan was fully repaid in several
instalments by 10 April 2014.
In June 2013, the Group received from EVRAZ Greenfield Development S.A. a bridge loan of
$300 million, which was repaid in July 2013. The loan bore interest of 3% per annum.
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Key management personnel include the following positions within the Group:
§ directors of the Company,
§ vice presidents,
§ top managers of major subsidiaries.
In 2015, 2014 and 2013, key management personnel totalled 39, 44 and 51 people, respectively.
Total compensation to key management personnel were included in general and administrative
expenses in the consolidated statement of operations and consisted of the following:
US$ million 2015 2014 2013
Salary $ 13 $ 17 $ 19
Performance bonuses 9 29 13
Social security taxes 4 3 3
Share-based payments (Note 21) 10 14 11
Termination benefits – 1 –
Other benefits – 1 1
$ 36 $ 65 $ 47
Other disclosures on directors' remuneration required by the Companies Act 2006 and those
specified for audit by the Directors' Remuneration Report Regulations 2002 are included in the
Directors' Remuneration Report.
Input VAT, representing amounts payable or paid to suppliers, is recoverable from the tax
authorities via offset against VAT payable to the tax authorities on the Group’s revenue or direct
cash receipts from the tax authorities. Management periodically reviews the recoverability of the
balance of input value added tax and believes it is fully recoverable within one year.
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Cash and cash equivalents, mainly consisting of cash at banks, were denominated in the following
currencies as of 31 December:
At 31 December 2015, 2014 and 2013, the assets of disposal groups classified as held for sale
included cash amounting to $Nil, $Nil and $7 million, respectively.
20. Equity
Share Capital
Authorised
Ordinary shares of €2 each 257,204,326 257,204,326 257,204,326
The issued and fully paid share capital of Evraz Group S.A. included 7,333,333 shares which were
issued at zero consideration in 2009.
Issue of Shares
On 21 October 2015, Evraz Group S.A. issued to its parent 491 shares with the nominal value of
€2 each in exchange for a 50% shareholding in Corber valued at $491 million (Note 2 Restatement
of Financial Statements). On the same date the Company issued 88 shares with the nominal value
of €2 each for $88 million received in cash from EVRAZ plc.
In July 2013, the Company issued 1,000 ordinary shares with par value of €2 each and received
from its parent $100 million for these shares.
Treasury Shares
At 31 December 2014 and 2013, the Company had 7,333,333 treasury shares. On 27 March 2015,
these treasury shares were cancelled.
Legal Reserve
According to the Luxembourg Law, Evraz Group S.A. is required to create a legal reserve of 10%
of share capital per the Luxembourg statutory accounts by annual appropriations which should be
at least 5% of the annual net profit per statutory financial statements. The legal reserve can be
used only in case of a bankruptcy.
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Evraz Group S.A.
Earnings per share are calculated by dividing the net income attributable to ordinary shareholders
by the weighted average number of ordinary shares in issue during the period. Diluted earnings per
share amounts are calculated by dividing the net profit attributable to ordinary equity holders by the
weighted average number of ordinary shares outstanding during the period plus the weighted
average number of ordinary shares that would be issued on the conversion of all the potential
dilutive ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share
computations:
2015 2014 2013
Weighted average number of ordinary
shares for basic and diluted earnings
per share 148,882,154 148,882,040 148,881,498
Profit/(loss) for the year attributable to
equity holders of the parent,
US$ million $ (602) $ (1,165) $ (474)
Earnings/(losses) per share, basic and
diluted $ (4.04) $ (7.82) $ (3.18)
The weighted average number of ordinary shares for basic earnings per share does not include
7,333,333 shares of Evraz Group S.A. issued in 2009 to Lanebrook in exchange for the right to
receive 7,333,333 shares lent under the shares lending transactions. These transactions had no
impact on equity, as the Group's net assets did not change as a result of these transactions.
Dividends
Evraz Group S.A. declared to its parent the following aggregate amounts of dividends:
Dividends
declared, US$ per
US$ million share
Interim for 2012 390 2.62
Interim for 2013 715 4.80
Final for 2013 150 1.01
Final for 2014 350 2.35
In addition, certain subsidiaries of the Group declared dividends. The share of non-controlling
shareholders in those dividends was $Nil, $3 million and $1 million in 2015, 2014 and 2013,
respectively.
In 2013, as a result of the acquisition of a controlling interest in Raspadskaya (Note 4), the Group
recognised $311 million representing non-controlling shareholders owning approximately 18% in
the entity.
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On 13 October 2011, 6 September 2012, 24 September 2013, 8 August 2014 and 26 October
2015, the Group adopted Incentive Plans under which certain senior executives and employees
(“participants”) could be gifted shares of the parent company upon vesting.
The vesting date for each tranche occurs within the 90-day period after announcement of the
annual results. The expected vesting dates of the awards outstanding at 31 December 2015 are
presented below:
Number of Shares of Incentive Plan Incentive Plan Incentive Plan Incentive Plan
EVRAZ plc Total 2015 2014 2013 2012
The plans are administrated by the Board of Directors of EVRAZ plc. The Board of Directors has
the right to accelerate vesting of the grant. In the event of a participant’s employment termination,
unless otherwise determined by the Board or by a decision of the authorised person, a participant
loses the entitlement for the shares that were not gifted up to the date of termination.
There have been no modifications or cancellations to the plans during 2013–2015.
The Group accounted for share-based compensation at fair value pursuant to the requirements of
IFRS 2 “Share-based Payment”. The weighted average fair value of share-based awards granted
in 2015, 2014 and 2013 was $1.12, $1.51 and $1.89 per share of EVRAZ plc, respectively. The fair
value of these awards was estimated at the date of grant and measured at the market price of the
shares of a parent company reduced by the present value of dividends expected to be paid during
the vesting period. The following inputs, including assumptions, were used in the valuation of
Incentive plans, which were effective during 2013-2015:
Incentive Plan Incentive Plan Incentive Plan Incentive Plan Incentive Plan
2015 2014 2013 2012 2011
Dividend yield (%) 7.3 – 9.1 3.6 – 4.8 4.0 – 8.8 1.9 – 5.4 3.6 – 4.8
Expected life (years) 0.6 – 3.6 0.6 – 3.6 0.6 – 3.6 0.6 – 2.6 0.5 – 2.5
Market prices of the
shares of EVRAZ plc
(2011: Evraz Group
S.A.) at the grant
dates $1.36 $1.68 $2.13 $3.61 $51.57
The following table illustrates the number of, and movements in, share-based awards during the
years.
2015 2014 2013
Outstanding at 1 January 36,608,052 27,692,062 12,069,571
Granted during the year 20,610,611 20,220,620 20,832,297
Forfeited during the year (3,473,851 (3,064,281) (1,221,683)
Vested during the year (9,977,259 (8,240,349) (3,988,123)
Outstanding at 31 December 43,767,553 36,608,052 27,692,062
Vested, not exercised – – 98,647
In 2014 and 2013, the actual quantity of the vested shares transferred by EVRAZ plc to the
participants was reduced by 596,896 and 325,164 shares, respectively, that represent withholding
taxes and other deductions.
The weighted average share price at the dates of exercise was $2.59, $1.72 and $1.52 in 2015,
2014 and 2013, respectively.
The weighted average remaining contractual life of the share-based awards outstanding as of
31 December 2015, 2014 and 2013 was 1.5, 1.6 and 1.7 years, respectively.
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In the years ended 31 December 2015, 2014 and 2013, expense arising from the equity-settled
share-based compensations was as follows:
As of 31 December 2015, 2014 and 2013, total interest-bearing loans and borrowings consisted of
short-term loans and borrowings in the amount of $154 million, $164 million and $1,069 million,
respectively, and long-term loans and borrowings in the amount of $6,174 million, $5,925 million
and $6,680 million, respectively, including the current portion of long-term liabilities of $289 million,
$532 million and $660 million, respectively.
US dollar-denominated
8.25% notes due 2015 – 138 577
7.40% notes due 2017 286 600 600
7.75% bonds due 2017 186 400 400
9.5% notes due 2018 353 509 509
6.75% notes due 2018 796 850 850
7.5% senior secured notes due 2019 350 350 –
6.50% notes due 2020 1,000 1,000 1,000
8.25% notes due 2021 750 – –
Rouble-denominated
13.5% rouble bonds due 2014 – – 611
8.75% rouble bonds due 2015 – 69 119
9.95% rouble bonds due 2015 – 267 458
8.40% rouble bonds due 2016 165 356 611
12.95% rouble bonds due 2019 206 – –
Other liabilities – 1 8
Fair value adjustment to liabilities
assumed in business combination 7 20 27
Unamortised debt issue costs (54) (57) (66)
Interest payable 66 74 90
$ 6,347 $ 6,126 $ 7,800
At 31 December 2015, 2014 and 2013, the borowings relating to the subsidiaries classified as held
for sale (Note 12) amounted to $Nil, $Nil and $76 million of short-term loans. In the statement of
financial position they were included in liabilities directly associated with the assets held for
disposal.
At 31 December 2014, the liabilities under under 7.75% bonds due 2017 comprise $8 million,
which were held by EVRAZ plc. In 2015, Evraz Group S.A. partially repurchased these bonds
(Note 22 Repurchase of US Dollar-Denominated Notes).
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Pledged Assets
The Group pledged its rights under selected export contracts as collateral under the loan
agreements. All proceeds from sales of steel pursuant to these contracts can be used to satisfy the
obligations under the loan agreements in the event of a default.
At 31 December 2015 and 2014, a 100% ownership interest in EVRAZ Inc NA and 51% in
EVRAZ Inc NA Canada were pledged against a $350 million liability under 7.5% senior secured
notes due 2019. The subsidiaries represent approximately 34% of the consolidated assets at
31 December 2015 and generated almost 26% of the consolidated revenues in 2015. In addition,
property, plant and equipment and inventory of these subsidiaries amounting to $1,052 million and
$382 million, respectively, at 31 December 2015 (2014: $1,140 million and $607 million,
respectively) were pledged as collateral under the notes.
At 31 December 2015, 2014 and 2013, 100% of shares of EVRAZ Caspian Steel were pledged as
collateral under a bank loan with a carrying value of $107 million at the end of 2015. The subsidiary
represented 0.9% of the consolidated assets at 31 December 2015 and generated 1.1% of the
consolidated revenues in 2015. In addition, property, plant and equipment of EVRAZ Caspian Steel
amounting to $55 million at 31 December 2015 (2014: $108 million, 2013: $108 million) were
pledged as collateral under the same loan.
The Group’s pledged assets at carrying value included the following at 31 December:
US$ million 2015 2014 2013
Property, plant and equipment $ 1,107 $ 1,248 $ 108
Inventory 383 607 510
In December 2015, the Group issued 8.25% notes due 2021 in the amount of $750 million.
The proceeds from the issue of the notes were used to finance the purchase of 7.40% notes due
2017, 9.50% notes due 2018 and 6.75% notes due 2018 at the tender offer settled on
18 December 2015 and to refinance other current indebtedness of the Group.
In July 2015, the Group completed a placement of bonds in the total amount of 15,000 million
Russian roubles ($206 million at 31 December 2015), which bear interest of 12.95% per annum
and have the next put date on 26 June 2019. The currency risk exposure of these bonds was
hedged (Note 25).
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Evraz Group S.A.
In November 2014, the Group issued 7.5% senior secured notes due 2019 notes in the amount of
$350 million. The proceeds from the issue of the notes were used for the partial repayment of the
8.25% notes maturing on 10 November 2015.
In April 2013, the Group issued notes for the amount of $1,000 million due in 2020. The notes bear
semi-annual coupon at the annual rate of 6.50% and must be redeemed at their principal amount
on 22 April 2020. The proceeds from the issue of the notes were used for the repayment of the
8.875% notes maturing on 24 April 2013, as well as certain bank loans.
In March 2013, the holders of 9.25% rouble-denominated notes received an option to accept a new
coupon of 8.75% per annum till 20 March 2015 or put the notes back to the Group at nominal
value. By 26 March 2013, the date of the expiration of the option, the Group re-purchased back
notes totalling 12,265 million roubles ($399 million at the exchange rate as of the transaction date).
The remaining notes with the aggregate principal amount of 2,735 million roubles ($84 million at
the exchange rate as of 31 December 2013) continue to be traded on the Moscow Exchange.
In April and May 2013, the Group resold part of the notes for 1,000 roubles each and received
1,150 million roubles ($35 million at the exchange rate as of 31 December 2013).
In March 2015, the Group fully settled the 8.75% bonds due 2015 with the nominal value of
3,885 million roubles ($65 million) at par. There was no gain or loss on this transaction.
In April 2015, the Group partially repurchased 9.95% bonds due 2015 for a cash consideration of
$80 million. The nominal value of the repurchased notes was 4,150 million roubles ($81 million).
As a result, the Group recognised a $1 million gain within gain/(loss) on financial assets and
liabilities caption of the consolidated statement of operations. In October 2015, the Group settled
the remaining 10,850 million roubles ($175 million) at par. There was no gain or loss on this
transaction.
In July 2015, the Group partially repurchased 8.40% bonds due 2016 with the principal of
4,792 million roubles ($84 million at the exchange rate as of the date of the transaction) for a cash
consideration of 4,696 million roubles ($82.5 million at the exchange rate as of the date of the
transaction). In September 2015, the Group repurchased additional 3,159 million roubles
($48 million) at par. There was no gain or loss on this transaction. At 31 December 2015, the
amount of outstanding bonds was 12,049 million roubles ($165 million).
In April 2014, the Group repurchased 13.5% bonds due 2014 for a nominal amount totalling
2,258 million roubles ($64 million). In October 2014, the Group settled the remaining 17,742 million
roubles ($440 million). There was no gain or loss on these transactions.
In December 2015, the Group partially repurchased 7.40% notes due 2017 ($314 million), 9.50%
notes due 2018 ($156 million) and 6.75% notes due 2018 ($54 million). The premium over carrying
value on the repurchase in the amount of $14 million, $11 million and $1 million, respectively, was
charged the Gain/(loss) on financial assets and liabilities caption of the consolidated statement of
operations.
In 2014, the Group partially repurchased 8.25% notes due 2015 for a cash consideration of
$437 million. The nominal value of the notes was $439 million. As a result, the Group recognised
a loss on extinguishment of debts in the amount of $6 million within gain/(loss) on financial assets
and liabilities in the consolidated statement of operations. During 2015 the Group repurchased the
remaining $138 million. There was no gain or loss on these transactions.
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Evraz Group S.A.
In 2014, the Group partially repurchased 7.75% bonds due 2017 (issued by Raspadskaya) for a
cash consideration of $6 million. The nominal value of the bonds was $8 million. As a result, the
Group recognised a gain on extinguishment of debts in the amount of $2 million within gain/(loss)
on financial assets and liabilities caption of the consolidated statement of operations (Note 7).
In October and November 2015, the Group repurchased through a tender offer and market
transactions an additional $206 million at par. The difference between the carrying value of these
bonds and the purchase consideration amounting to $7 million was credited to the Gain/(loss) on
financial assets and liabilities caption of the consolidated statement of operations.
Some of the loan agreements and terms and conditions of notes provide for certain covenants in
respect of EVRAZ plc and its subsidiaries. The covenants impose restrictions in respect of certain
transactions and financial ratios, including restrictions in respect of indebtedness and profitability.
EBITDA used for covenants compliance calculations is determined based on the definitions of the
respective loan agreements and may differ from that used by management for evaluation of
performance.
The €475 million facility from Gazprombank signed in April 2015 contained a restriction on the
maximum ratio for the consolidated net indebtedness to 12-month consolidated EBITDA. As a
result of an amendment signed in December 2015, this restriction was reset to a higher level while
a portion of the facility amounting to €235 million was converted into roubles.
The $500 million pre-export credit facility received in 2014 from a syndicate of banks and other
credit facilities totalling $929 million contain certain financial maintenance covenants. These
covenants require EVRAZ plc to maintain two key ratios, consolidated net indebtedness to
12-month consolidated EBITDA and 12-month consolidated EBITDA to adjusted 12-month
consolidated interest expense, within certain limits. Also the covenants contain a limitation on the
amount of EVRAZ plc total consolidated indebtedness. A breach of one or both of these ratios or
excess of the indebtedness limit would constitute an event of default under the facility which in turn
may trigger cross default events under other debt instruments of the Group. The terms of certain
facilities also set certain limitations on dividend payments by EVRAZ plc, acquisitions and
disposals.
Notes due in 2017, 2018, 2020 and 2021 totalling $3,185 million issued by Evraz Group S.A., a
holding company directly wholly owned by EVRAZ plc, have covenants restricting the incurrence of
indebtedness by the issuer and its consolidated subsidiaries conditional on a gross leverage ratio.
While the ratio level itself does not constitute a breach of covenants, exceeding the threshold
triggers a restriction on incurrence of consolidated indebtedness, which is removed once the ratio
goes back below the threshold. The effect of the restriction is such that Evraz Group S.A. and its
subsidiaries are not allowed to increase the consolidated indebtedness at the level of Evraz Group
S.A., but are allowed to refinance existing indebtedness subject to certain conditions.
The incurrence covenants are in line with the Group’s financial strategy and, therefore, do not
constitute any excessive restriction on its operations.
In addition to the incurrence covenants mentioned above, at 31 December 2015 the Group had
a loan of $90 million, which is subject to financial maintenance covenants based on the
consolidated figures of Evraz Group S.A. Under these covenants Evraz Group S.A. is required to
maintain a ratio of consolidated net indebtedness to 12-month consolidated EBITDA within certain
limits. A breach of the ratio would constitute an event of default under the above mentioned facility
agreements, which in its turn may trigger cross default events under other debt instruments of
EVRAZ plc and its subsidiaries.
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Evraz Group S.A.
The $400 million 7.75% notes due 2017 issued by Raspadskaya in 2012, out of which $214 million
are held by Evraz Group S.A. at 31 December 2015, have covenants similar to those of Evraz
Group S.A., but with the ratio calculation based on the consolidated numbers of
OAO Raspadskaya and the restrictions applying only to OAO Raspadskaya and its subsidiaries.
These restrictions have the same effect on Raspadskaya, but no effect on EVRAZ plc and its other
subsidiaries that are not part of the Raspadskaya Group.
The $350 million notes due 2019 issued by Evraz Inc NA Canada in November 2014 have certain
covenants, that contain restrictions on the incurrence of new debt by EVRAZ North America plc,
the parent company of Evraz Inc NA and Evraz Inc NA Canada, and its subsidiaries (together,
“Evraz North America”) and restrictions on certain types of payments, including dividends, from
Evraz North America.
During 2015 the Group was in compliance with all financial and non-financial covenants.
Unamortised debt issue costs represent agent commission and transaction costs paid by
the Group in relation to the arrangement and reset of loans and notes.
Russian Plans
Certain Russian subsidiaries of the Group provide regular lifetime pension payments and lump-
sum amounts payable at retirement date. These benefits generally depend on years of service,
level of remuneration and amount of pension payment under the collective bargaining agreements.
Other post-employment benefits consist of various compensations and certain non-cash benefits.
The Group funds the benefits when the amounts of benefits fall due for payment.
In addition, some subsidiaries have defined benefit plans under which contributions are made to
a separately administered non-state pension fund. The Group matches 100% of the employees’
contributions to the fund up to 4% of their monthly salary. The Group’s contributions become
payable at the participants’ retirement dates.
Defined contribution plans represent payments made by the Group to the Russian state pension,
social insurance and medical insurance funds at the statutory rates in force, based on gross salary
payments. The Group has no legal or constructive obligation to pay further contributions in respect
of those benefits.
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Evraz Group S.A.
Ukrainian Plans
In addition, employees receive lump-sum payments on retirement and other benefits under
collective labour agreements. These benefits are based on years of service and level of
compensation. All these payments are considered as defined benefit plans.
In 2013, the amended pension legislation introduced annual indexation of pensions, at least up to
the level of CPI. The indexation of pensions in a particular year depends on the availability of
financial resources in the State pension fund. The subsidiaries are obliged to pay preferential
pensions indexed according to the government’s decision. The Group determined the amount of
defined benefit obligations based on the assumption that pensions will be indexed despite possible
insufficiency of money in the State pension fund, which would result in a non-fulfilment of this law
by the fund itself and, consequently, would cancel the obligations of Ukrainian enterprises to pay
higher pensions.
In 2015, new conditions were introduced in the pension legislation: the period of working
experience required for the preferential pension assignment will be gradually increased by 5 years
during the next 10 years. The Group reduced the employee benefits liability by $2 million through
past service cost in connection with these changes.
Certain employees that were hired after specified dates are no longer eligible to participate in the
defined benefit pension plans. Those employees are instead enrolled in defined contribution plans
and receive a contribution funded by the Group’s subsidiaries equal to 3–7% of annual wages,
including applicable bonuses. The defined contribution plans are funded annually, and participants’
benefits vest after three years of service. In addition, the subsidiaries have 401(k) defined
contribution plans available for eligible U.S. and Canadian-based employees which the
subsidiaries match a percentage of the participants’ contributions.
In the third quarter of 2015, the Group’s U.S. subsidiary made lump-sum settlement offers to
former employees vested in one of its three U.S.-based pension plans. Eligible participants were
provided with a one-time opportunity to choose either a lump-sum settlement immediately, or to
begin receiving their annuity payments in December 2015, irrespective of the former employee’s
age or retirement status. Approximately 749 employees, or 61% of those eligible, elected to take
the lump-sum settlement, triggering settlement accounting for two of the U.S. subsidiary’s plans.
Other Plans
Defined benefit pension plans and defined contribution plans are maintained by the subsidiaries
located in the Republic of South Africa and Italy.
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Evraz Group S.A.
The Russian, Ukrainian and other defined benefit plans are mostly unfunded and the US and
Canadian plans are partially funded.
Except as disclosed above, in 2015 there were no significant plan amendments, curtailments or
settlements.
The Group’s defined benefit plans are exposed to the risks of unexpected growth in benefit
payments as a result of increases in life expectancy, inflation, and salaries. As the plan assets
include significant investments in quoted and unquoted equity shares, corporate and government
bonds and notes, the Group is also exposed to equity market risk.
The components of net benefit expense recognised in the consolidated statement of operations for
the years ended 31 December 2015, 2014 and 2013 and amounts recognised in the consolidated
statement of financial position as of 31 December 2015, 2014 and 2013 for the defined benefit
plans were as follows:
Net benefit expense (recognised in the statement of operations within cost of sales and
selling, general and administrative expenses and interest expense)
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Current service cost $ (4) $ (2) $ (23) $ – $ (29)
Net interest expense (11) (6) (7) – (24)
Net actuarial gains/(losses) on other long-
term employee benefits obligation – – – (1) (1)
Past service cost 7 2 (3) – 6
Curtailment/settlement gain 2 – 1 – 3
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Current service cost $ (7) $ (3) $ (19) $ – $ (29)
Net interest expense (15) (7) (6) (2) (30)
Net actuarial gains/(losses) on other long-
term employee benefits obligation 22 – – – 22
Curtailment gain 6 – – – 6
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Current service cost $ (12) $ (4) $ (23) $ (1) $ (40)
Net interest expense (20) (9) (9) (1) (39)
Net actuarial gains/(losses) on other long-
term employee benefits obligation 7 – – 1 8
Past service cost (7) – – – (7)
Curtailment gain 2 – 2 – 4
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Evraz Group S.A.
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Return on plan assets, excluding amounts
included in net interest expense $ – $ – $ (10) $ – $ (10)
Net actuarial gains/(losses) on post-
employment benefit obligation (8) (5) 24 – 11
$ (8) $ (5) $ 14 $ – $ 1
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Return on plan assets, excluding amounts
included in net interest expense $ – $ – $ 46 $ – $ 46
Net actuarial gains/(losses) on post-
employment benefit obligation 15 (17) (78) (1) (81)
Effect of asset ceiling – – 2 – 2
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Return on plan assets, excluding amounts
included in net interest expense $ (1) $ – $ 30 $ – $ 29
Net actuarial gains/(losses) on post-
employment benefit obligation 52 (11) 48 1 90
$ 51 $ (11) $ 78 $ 1 $ 119
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31 December 2015
US
Russian Ukrainian & Canadian Other
US$ million Plans plans plans plans Total
Benefit obligation $ 90 $ 45 $ 691 $ 2 $ 828
Plan assets (1) – (526) – (527)
89 45 165 2 301
31 December 2014
US
Russian Ukrainian & Canadian Other
US$ million Plans plans plans plans Total
Benefit obligation $ 110 $ 58 $ 790 $ 14 $ 972
Plan assets – – (608) – (608)
110 58 182 14 364
31 December 2013
US
Russian Ukrainian & Canadian Other
US$ million Plans plans plans plans Total
Benefit obligation $ 232 $ 83 $ 728 $ 14 $ 1,057
Plan assets (1) – (564) – (565)
231 83 164 14 492
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Evraz Group S.A.
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
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Evraz Group S.A.
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Evraz Group S.A.
The weighted average duration of the defined benefit obligation was as follows:
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
At 31 December 2012 $ 1 $ – $ 537 $ – $ 538
The amount of contributions expected to be paid to the defined benefit plans during 2016
approximates $39 million.
The major categories of plan assets as a percentage of total plan assets were as follows at
31 December:
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Evraz Group S.A.
The principal assumptions used in determining pension obligations for the Group’s plans are
shown below:
The following table demonstrates the sensitivity analysis of reasonable changes in the significant
assumptions used for the measurement of the defined benefit obligations, with all other variables
held constant.
Impact on the defined benefit obligation Impact on the defined benefit obligation Impact on the defined benefit obligation
at 31 December 2015, at 31 December 2014, at 31 December 2013,
US$ million US$ million US$ million
Reasonable US & US & US &
change in Russian Ukrainian Canadian Other Russian Ukrainian Canadian Other Russian Ukrainian Canadian Other
assumption plans plans plans plans plans plans plans plans plans plans plans plans
Discount rate 10% $(8) $(5) $(35) $– $(11) $(6) $(53) $(6) $(16) $(8) $(45) $(4)
(10%) 10 6 37 – 14 7 58 6 19 10 52 5
Future benefits increases 10% 7 1 – – 9 2 – – 12 2 – –
(10%) (6) (1) – – (8) (2) – – (11) (2) – –
Future salary increase 10% 1 2 2 – 1 3 3 – 2 2 2 –
(10%) (1) (2) (2) – (1) (2) (2) – (2) (2) (2) –
Average life expectation,
male, years 1 1 – 14 – 1 – 15 – 2 1 14 –
(1) (1) – (14) – (1) – (15) – (2) (1) (15) –
Average life expectation,
female, years 1 1 – 4 – 1 – 4 – 2 – 4 –
(1) (1) – (4) – (1) – (4) – (2) – (5) –
Healthcare costs
increase rate 10% – – – – – – – 3 – – 1 2
(10%) – – – – – – – – – – (1) (2)
24. Provisions
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Evraz Group S.A.
In the years ended 31 December 2015, 2014 and 2013, the movement in provisions was as
follows:
Site
restoration
and decom-
missioning Legal Other
US$ million costs claims provisions Total
Under the legislation, mining companies and steel mills have obligations to restore mining sites
and contaminated land. The respective liabilities were measured based on estimates of restoration
costs which are expected to be incurred in the future discounted at the annual rate ranging from
1.5% to 12.8% in 2015 (2014: from 1.5% to 22.6%, 2013: from 1.1% to 14%). The majority of costs
are expected to be paid after 2061.
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Evraz Group S.A.
To manage the currency exposure on the rouble-denominated bonds, the Group partially
economically hedged these transactions: in 2010-2013, the Group concluded currency and interest
rate swap contracts under which it agreed to deliver US dollar-denominated interest payments at
the rates ranging from 3.06% to 8.90% per annum plus the US dollar notional amount, in exchange
for rouble-denominated interest payments plus the rouble notional amount. The exchange is
exercised on approximately the same dates as the payments under the bonds.
The swap contracts, which were effective at 31 December 2015-2013, are summarised in the table
below.
Bonds principal, Hedged amount, Interest rates
Year millions millions Swap amount, on the swap
of issue of roubles of roubles US$ million amount
13.5 per cent bonds due 2014 2009 20,000 14,019 475 7.50% - 8.90%
9.95 per cent bonds due 2015 2010 15,000 14,997 491 5.65% - 5.88%
8.40 per cent bonds due 2016 2011 20,000 19,996 711 4.45% - 4.60%
8.75 per cent bonds due 2015 2013 3,885 3,735 121 3.06% - 3.33%
The aggregate amounts under swap contracts translated at the year end exchange rates are
summarised in the table below.
US$ million 2015 2014 2013
Bonds principal $ 165 $ 692 $ 1,799
Hedged amount 165 688 1,612
Swap amount 430 1,323 1,798
These swap contracts were not designated as cash flow or fair value hedges. The Group
accounted for these derivatives at fair value which was determined using valuation techniques.
The fair value was calculated as the present value of the expected cashflows under the contracts
at the reporting dates. Future rouble-denominated cashflows were translated into US dollars using
the USD/RUB implied yield forward curve. The discount rates used in the valuation were the non-
deliverable forward rate curve and the interest rate swap curve for US dollar at the reporting dates.
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In 2015, 2014 and 2013, the change in fair value of the derivatives of $439 million, $(494) million
and $(106) million, respectively, together with a realised gain/(loss) on the swap transactions,
amounting to $(464) million, $(94) million and $51 million, respectively, was recognised within
gain/(loss) on financial assets and liabilities in the consolidated statement of operations (Note 7).
In 2015 and 2014, upon repayment of the 9.95%, 8.75% and 13.5% bonds, the related swap
contracts matured.
Hedging Instruments
In July 2015, the Group completed a placement of bonds in the total amount of 15,000 million
Russian roubles ($206 million at 31 December 2015), which bear interest of 12.95% per annum
and have the next put date on 26 June 2019. The Group used an intercompany loan to transfer the
proceeds from the bonds within the Group. To manage the currency exposure, the Group entered
into a series of cross currency swap contracts with several banks under which it agreed to deliver
US-dollar denominated interest payments at rates ranging from 5.90% to 6.55% per annum plus
the notional amount, totaling approximately $265 million, in exchange for rouble-denominated
interest payments at the rate of 12.95% per annum plus notional, totaling 14,948 million roubles
($205 million at 31 December 2015).
Bonds principal, Hedged amount, Interest rates
Year millions millions Swap amount, on the swap
of issue of roubles of roubles US$ million amount
12.95 per cent bonds due 2019 2015 15,000 14,948 265 5.90% - 6.55%
The Group accounted for these swap contracts as cash flow hedges. In 2015, the change in fair
value of these derivatives amounted to $(59) million. The realised gain on the swap transactions
amounting to $5 million was related to the interest portion of the change in fair value of the swap.
Under IFRS the lesser of the cumulative gain or loss on the hedging instrument from inception of
the hedge and the cumulative change in present value of the expected future cash flows on the
hedged item from inception of the hedge is recognised in other comprehensive income and the
remaining loss on the hedging instrument is recorded through the statement of operations. In 2015,
the Group did not recognise any amounts in other comprehensive income. All the swaps were
assessed as effective. The amount of $(59) million was recorded in the Foreign exchange
gains/(losses) caption in the consolidated statement of operations.
Contingent consideration represents additional payments for the acquisition of Stratcor in 2006.
This consideration could be paid each year up to 2019. The payments depend on the deviation of
the average prices for vanadium pentoxide from certain levels and the amounts payable for each
year are limited to maximum amounts. In 2015–2013, the Group was not required to pay this
consideration due to the movements in the vanadium pentoxide market relative to the levels set in
the agreement.
Taxes payable were mainly denominated in roubles and consisted of the following as of
31 December:
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group. Financial instruments that potentially expose the Group to
concentrations of credit risk consist primarily of cash and trade accounts receivable.
To manage credit risk related to cash, the Group maintains its available cash, mainly in US dollars,
in reputable international banks and major Russian banks. Management periodically reviews the
creditworthiness of the banks in which it deposits cash.
The Group’s trade receivables consist of a large number of customers, spread across diverse
industries and geographical areas. There are no significant concentrations of credit risk within the
Group. The Group defines counterparties as having similar characteristics if they are related
entities. In 2015, the major customers were Russian Railways and Enbridge Inc. (3.7% and 4% of
total sales, respectively).
Part of the Group’s sales is made on terms of letter of credit. In addition, the Group requires
prepayments from certain customers. The Group does not require collateral in respect of trade and
other receivables, except when a customer applies for credit terms which are longer than normal.
In this case, the Group requires bank guarantees or other collateral. The Group has developed
standard credit terms and constantly monitors the status of accounts receivable collection and the
creditworthiness of the customers.
Certain of the Group’s long-standing Russian customers for auxiliary products, such as heat and
electricity, represent municipal enterprises and governmental organisations that experience
financial difficulties. The significant part of doubtful debts allowance consists of receivables from
such customers. The Group has no practical ability to terminate the supply to these customers and
negotiates with regional and municipal authorities the terms of recovery of these receivables.
At 31 December the maximum exposure to credit risk is equal to the carrying amount of financial
assets, which is disclosed below.
US$ million 2015 2014 2013
Restricted deposits at banks (Notes 13 and 18) $ 8 $ 8 $ 22
Financial instruments included in other non-
current and current assets (Notes 13 and 18) 40 55 90
Long-term and short-term investments
(Notes 13 and 18) 37 49 68
Trade and other receivables (Notes 13 and 15) 452 658 937
Loans receivable 28 45 31
Receivables from related parties
(Notes 13 and 16) 165 46 17
Cash and cash equivalents (Note 19) 1,359 1,048 1,603
$ 2,089 $ 1,909 $ 2,768
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Receivables from related parties in the table above do not include prepayments in the amount of
$Nil, $11 million and $3 million as of 31 December 2015, 2014 and 2013, respectively.
The ageing analysis of trade and other receivables, loans receivable and receivables from related
parties at 31 December is presented in the table below.
US$ million 2015 2014 2013
Gross Gross Gross
Impairment Impairment Impairment
amount amount amount
Not past due $ 543 $ – $ 540 $ – $ 646 $ (1)
Past due 150 (48) 266 (57) 399 (59)
less than six months 95 (8) 178 (13) 328 (4)
between six months and one
year 9 (2) 46 (8) 21 (8)
over one year 46 (38) 42 (36) 50 (47)
$ 693 $ (48) $ 806 $ (57) $ 1,045 $ (60)
In the years ended 31 December 2015, 2014 and 2013, the movement in allowance for doubtful
accounts was as follows:
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall
due. The Group’s approach to managing liquidity is to ensure that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate cash reserves and borrowing facilities,
by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities.
The Group prepares a rolling 12-month financial plan which ensures that the Group has sufficient
cash on demand to meet expected operational expenses, financial obligations and investing
activities as they arise. The Group exercises a daily monitoring of cash proceeds and payments.
The Group maintains credit lines and overdraft facilities that can be drawn down to meet short-term
financing needs. If necessary, the Group refinances its short-term debt by long-term borrowings.
The Group also uses forecasts to monitor potential and actual financial covenants compliance
issues (Note 22). Where compliance is at risk, the Group considers options including debt
repayment, refinancing or covenant reset. The Group has developed standard payment periods in
respect of trade accounts payable and monitors the timeliness of payments to its suppliers and
contractors.
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The following tables summarise the maturity profile of the Group’s financial liabilities based on
contractual undiscounted payments, including interest payments.
Variable-rate debt
Loans and borrowings
Principal 85 80 86 197 1,353 45 1,846
Interest – 26 73 93 133 1 326
Finance lease liabilities – – 1 1 – – 2
Total variable-rate debt 85 106 160 291 1,486 46 2,174
Variable-rate debt
Loans and borrowings
Principal 82 86 25 606 543 71 1,413
Interest – 13 36 43 33 3 128
Finance lease liabilities – – 1 1 1 – 3
Total variable-rate debt 82 99 62 650 577 74 1,544
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Variable-rate debt
Loans and borrowings
Principal 81 148 18 25 672 66 1,010
Interest – 10 25 33 31 5 104
Finance lease liabilities – – 1 1 2 – 4
Total variable-rate debt 81 158 44 59 705 71 1,118
$ 646 $ 1,877
$ 1,364 $ 2,216
$ 4,56$ 1,2 $ 11,920
Payables to related parties in the tables above do not include advances received in the amount of
$3 million, $Nil and $1 million as of 31 December 2015, 2014 and 2013, respectively.
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates
and equity prices, will affect the Group’s income or the value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk
exposures, while optimising the return on risk.
The Group borrows on both a fixed and variable rate basis and has other interest-bearing liabilities,
such as finance lease liabilities and other obligations.
The Group incurs interest rate risk on liabilities with variable interest rates. The Group’s treasury
function performs analysis of current interest rates. In case of changes in market fixed or variable
interest rates management may consider the refinancing of a particular debt on more favourable
terms.
The Group does not have any financial assets with variable interest rates.
The Group does not account for any fixed rate financial assets or liabilities at fair value through
profit or loss. Therefore, a change in interest rates at the reporting date would not affect the
Group’s profits.
The Group does not account for any fixed rate financial assets as assets available for sale.
Therefore, a change in interest rates at the reporting date would not affect the Group’s equity.
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Based on the analysis of exposure during the years presented, reasonably possible changes in
floating interest rates at the reporting date would affect profit before tax (“PBT”) by the amounts
shown below. This analysis assumes that all other variables, in particular foreign currency rates,
remain constant.
In estimating reasonably possible changes the Group assessed the volatility of interest rates during
the reporting periods.
Currency Risk
The Group is exposed to currency risk on sales, purchases and borrowings that are denominated
in currencies other than the functional currencies of the respective Group’s subsidiaries. The
currencies in which these transactions are denominated are primarily US dollars, Canadian dollars
and euro.
The Group does not have formal arrangements to mitigate currency risks of the Group’s
operations. However, management believes that the Group is partly secured from currency risks as
foreign currency denominated sales are used to cover repayment of foreign currency denominated
borrowings.
The Group’s exposure to currency risk determined as the net monetary position in the respective
currencies was as follows at 31 December:
US$ million 2015 2014 2013
USD/RUB $ 433 $ (360) $ (2,714)
EUR/RUB (399) (220) (337)
CAD/RUB 312 372 774
EUR/USD 118 109 108
USD/CAD (499) (469) (209)
EUR/CZK (1) (1) (18)
USD/CZK 6 1 (155)
USD/ZAR (5) (34) (32)
EUR/ZAR – 10 26
USD/UAH (113) (248) (48)
RUB/UAH 1 2 15
USD/KZT (157) (150) (131)
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Sensitivity Analysis
The following table demonstrates the sensitivity to reasonably possible changes in the respective
currencies, with all other variables held constant, of the Group’s profit before tax. In estimating
reasonably possible changes the Group assessed the volatility of foreign exchange rates during
the reporting periods.
2015 2014 2013
Change in Change in Change in
exchange Effect on exchange Effect on exchange Effect on
rate PBT rate PBT rate PBT
% US$ millions % US$ millions % US$ millions
(13.00) (76) (28.74) 103 (10.10) 274
USD/RUB
40.00 57 28.74 (103) 15.00 (407)
(15.00) 60 (29.58) 65 (7.79) 26
EUR/RUB
43.00 (172) 29.58 (65) 15.00 (51)
(14.00) (44) (28.37) (105) (10.10) (78)
CAD/RUB
35.00 109 28.37 105 15.00 116
(12.50) (16) (6.23) (7) (7.76) (8)
EUR/USD
12.50 14 6.23 7 7.76 8
(6.00) 30 (6.21) 29 (5.83) 12
USD/CAD
14.50 (72) 6.21 (29) 5.83 (12)
(3.50) – (2.43) – (5.85) 1
EUR/CZK
3.50 – 2.43 – 5.85 (1)
(12.50) (1) (6.84) – (10.82) 17
USD/CZK
12.50 1 6.84 – 10.82 (17)
(8.00) – (11.33) 4 (16.21) 5
USD/ZAR
38.00 (1) 11.33 (4) 16.21 (5)
(10.00) – (11.34) (1) (15.17) (4)
EUR/ZAR
43.00 – 11.34 1 15.17 4
(18.00) 20 (28.90) 72 – –
USD/UAH
67.00 (76) 28.90 (72) 30 (14)
(33.50) – (39.93) (1) – –
RUB/UAH
50.00 – 39.93 1 13 2
(20.00) 31 (17.37) 26 (10.00) 13
USD/KZT
60.00 (94) 17.37 (26) 30.00 (39)
In addition to the effects of changes in the exchange rates disclosed above, the Group is exposed
to currency risk on derivatives (Note 25). The impact of currency risk on the fair value of these
derivatives is disclosed below.
2015 2014 2013
Change in Change in Change in
exchange Effect on exchange Effect on exchange Effect on
rate PBT rate PBT rate PBT
% US$ millions % US$ millions % US$ millions
(13) 55 (28.74) 228 (10.10) 183
USD/RUB
40 (104) 28.74 (126) 15.00 (213)
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The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
§ Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities;
§ Level 2: other techniques for which all inputs which have a significant effect on the
recorded fair value are observable, either directly or indirectly; and
§ Level 3: techniques which use inputs which have a significant effect on the recorded fair
value that are not based on observable market data (unobservable inputs).
The carrying amounts of financial instruments, such as cash, short-term and long-term
investments, short-term accounts receivable and payable, short-term loans receivable and payable
and promissory notes, approximate their fair value.
At 31 December the Group held the following financial instruments measured at fair value:
During the reporting period, there were no transfers between Level 1 and Level 2 fair value
measurements, and no transfers into and out of Level 3 fair value measurements.
The following table shows financial instruments for which carrying amounts differ from fair values at
31 December.
US$ million 2015 2014 2013
Carrying Fair Carrying Fair Carrying Fair
amount value amount value amount value
Long-term fixed-rate bank loans $ 397 $ 385 $ 141 $ 142 $ 153 $ 172
Long-term variable-rate bank loans 1,680 1,588 1,235 1,059 776 814
USD-denominated
8.25% notes due 2015 – – 139 140 569 621
7.40% notes due 2017 290 299 606 531 605 634
7.75% bonds due 2017 195 190 425 284 431 417
9.50% notes due 2018 354 379 507 471 505 568
6.75% notes due 2018 802 804 856 730 855 858
7.50% bonds due 2019 347 328 345 345 – –
6.50% notes due 2020 1,009 955 1,008 801 1,007 951
8.25% notes due 2021 746 747 – – – –
Rouble-denominated
13.50% rouble bonds due 2014 – – – – 627 645
8.75% rouble bonds due 2015 – – 71 70 122 121
9.95% rouble bonds due 2015 – – 271 250 466 464
8.40% rouble bonds due 2016 167 165 358 299 614 592
12.95% rouble bonds due 2019 205 208 – – – –
– – – –
$ 6,192 $ 6,048 $ 5,962 $ 5,122 $ 6,730 $ 6,857
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The fair value of the non-convertible bonds and notes was determined based on market quotations
(Level 1). The fair value of long-term bank loans was calculated based on the present value of
future principal and interest cash flows, discounted at the Group’s market rates of interest at the
reporting dates (Level 3). The discount rates used for valuation of financial instruments were as
follows:
Capital Management
Capital includes equity attributable to the equity holders of the parent entity. Revaluation surplus
which is included in capital is not subject to capital management because of its nature.
The primary objective of the Group’s capital management is to ensure that it maintains a strong
credit rating and healthy capital ratios in order to support its business and maximise the return to
shareholders. The Board of Directors reviews the Group’s performance and establishes key
performance indicators. There were no changes in the objectives, policies and processes during
2015.
The Group manages its capital structure and makes adjustments to it by the issue of new shares,
dividend payments to shareholders, and the purchase of treasury shares. In addition, the Group
monitors distributable profits on a regular basis and determines the amounts and timing of dividend
payments.
Transactions that did not require the use of cash or cash equivalents, not disclosed in the notes
above, were as follows in the years ended 31 December:
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The Group is one of the largest vertically integrated steel producers globally and the largest steel
producer in Russia. The Group’s major subsidiaries are located in Russia, Ukraine, the USA and
Canada. Russia and Ukraine are considered to be developing markets with higher economic and
political risks. Steel consumption is affected by the cyclical nature of demand for steel products
and the sensitivity of that demand to worldwide general economic conditions.
The global economic recession resulted in a significantly lower demand for steel products and
decreased profitability. In addition, the political crisis over Ukraine led to an additional uncertainty
in the global economy. The unrest in the Southeastern region of Ukraine and the economic
sanctions imposed on Russia caused the depreciation of national currencies, economic slowdown,
deterioration of liquidity in the banking sector, and tighter credit conditions within Russia and
Ukraine. In addition, a significant drop in crude oil prices negatively impacted the Russian
economy. The combination of the above resulted in reduced access to capital, a higher cost of
capital, increased inflation and uncertainty regarding economic growth. If the Ukrainian crisis
broadens and further sanctions are imposed on Russia, this could have an adverse impact on the
Group’s business.
Management believes it is taking appropriate measures to support the sustainability of the Group’s
business in the current circumstances.
The global economic climate continues to be unstable and this may negatively affect the Group’s
results and financial position in a manner not currently determinable.
Taxation
Russian and Ukrainian tax, currency and customs legislation is subject to varying interpretations,
and changes, which can occur frequently. Further, the interpretation of tax legislation by tax
authorities as applied to the transactions and activity of the Group’s entities may not coincide with
that of management. As a result, tax authorities may challenge transactions and the Group’s
entities may be assessed for additional taxes, penalties and interest. In Russia and Ukraine the
periods remain open to review by the tax and customs authorities with respect to tax liabilities for
three calendar years preceding the year of review. Under certain circumstances reviews may cover
longer periods.
Management believes that it has paid or accrued all taxes that are applicable. Where uncertainty
exists, the Group has accrued tax liabilities based on management’s best estimate of the probable
outflow of resources embodying economic benefits, which will be required to settle these liabilities.
Possible liabilities which were identified by management at the end of the reporting period as those
that can be subject to different interpretations of the tax laws and other regulations and are not
accrued in these financial statements could be up to approximately $86 million.
Contractual Commitments
At 31 December 2015, the Group had contractual commitments for the purchase of production
equipment and construction works for an approximate amount of $151 million.
In 2010, the Group concluded a contract for the construction of an air separation plant and for the
supply of oxygen and other gases produced by a third party at this plant for a period of 20 years.
Due to a change in plans of the third party provider and in management’s assessment of the extent
of sales of gases to third parties the Group no longer considers this supply contract to fall within
the scope of IFRIC 4 “Determining whether an Arrangement Contains a Lease” (Note 2 Accounting
Judgements). At 31 December 2015, the Group has a committed expenditure of $518 million over
the life of the contract, which is $76 million higher than the reported amount at 30 June 2015.This
change was caused by the extension of the term of the contract to 25 years.
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Social Commitments
The Group is involved in a number of social programmes aimed to support education, healthcare
and social infrastructure development in towns where the Group’s assets are located. The Group
budgeted to spend approximately $42 million under these programmes in 2016.
Environmental Protection
In the course of the Group’s operations, the Group may be subject to environmental claims and
legal proceedings. The quantification of environmental exposures requires an assessment of many
factors, including changing laws and regulations, improvements in environmental technologies, the
quality of information available related to specific sites, the assessment stage of each site
investigation, preliminary findings and the length of time involved in remediation or settlement.
The Group has a number of environmental claims and proceedings which are at an early stage of
investigation. Environmental provisions in relation to these proceedings that were recognised at
31 December 2015 amounted to $12 million. Preliminary estimates available of the incremental
costs indicate that such costs could be up to $263 million. The Group has insurance agreements,
which are expected to provide reimbursement of the costs to be actually incurred. Management
believes that, as of now, an economic outflow of the additional costs is not probable and any
pending environmental claims or proceedings will not have a material adverse effect on its financial
position and results of operations.
Legal Proceedings
The Group has been and continues to be the subject of legal proceedings, none of which has had,
individually or in aggregate, a significant effect on the Group’s operations or financial position.
The Group exercises judgement in measuring and recognising provisions and the exposure to
contingent liabilities related to pending litigations or other outstanding claims subject to negotiated
settlement, mediation, arbitration or government regulation, as well as other contingent liabilities.
Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability
will arise, and to quantify the possible range of the final settlement. Because of the inherent
uncertainties in this evaluation process, actual losses may be different from the originally estimated
provision. These estimates are subject to change as new information becomes available, primarily
with the support of internal specialists or with the support of outside consultants.
The remuneration of the Group’s auditor in respect of the services provided to the Group was as
follows.
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Evraz Group S.A.
Financial information of subsidiaries that have material non-controlling interests is provided below.
Non-controlling interests
Country of
Name incorporation 2015 2014 2013
Raspadskaya Russia 18.05% 18.05% 18.05%
EVRAZ Highveld Steel and Republic of
Vanadium Limited South Africa – 14.89% 14.89%
New CF&I (subsidiary of
EVRAZ Inc NA) USA 10.00% 10.00% 10.00%
The summarised financial information of these 3 subsidiaries is provided below. This information is
based on amounts before inter-company eliminations
Raspadskaya
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From
1 January to
US$ million 14 April 2015 2014 2013
Revenue $ 145 $ 544 $ 538
Cost of revenue (138) (539) (510)
Gross profit/(loss) 7 5 28
Operating costs (21) (81) (90)
Impairment of assets – (58) (99)
Foreign exchange gains/(losses), net (2) (3) –
Profit/(loss) from operations (16) (137) (161)
Non-operating gains/(losses) 20 (7) (7)
Profit/(loss) before tax 4 (144) (168)
Income tax benefit/(expense) – 13 46
Net profit/(loss) $ 4 $ (131) $ (122)
Other comprehensive income/(loss) (1) (7) (45)
Total comprehensive income/(loss) 3 (138) (167)
attributable to non-controlling interests – (20) (24)
dividends paid to non-controlling interests – – –
New CF&I
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Raspadskaya
New CF&I
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Evraz Group S.A.
Raspadskaya
From
1 January to
US$ million 14 April 2015 2014 2013
Operating activities $ – $ (15) $ (30)
Investing activities (5) (15) (19)
Financing activities (2) 7 16
New CF&I
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Consolidated Financial Statements
Year Ended 31 December 2014
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Contents
The page numbers in this table correspond to those in the original document as published and do not reflect the page numbers in this Prospectus
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Ernst & Young
societe ano~yrTe
EY
7 rue Ga:Jriel LIJ:)Tarr
Pare d'Act vite Syrcall 2
B.P 780
--5365 Mursbach
L-2017 Luxer'lbOJrg
..el: +352 42 124 1
Building a better R.C.S. Luxembourg B 47 771
working world www.ey.com/l uxembourg TVA LU 16063074
To the Shareholders of
Evraz Group S.A.
1, rue de Louvigny
L-1946 Luxembourg
Following our appointment by the General Meeting of the Shareholders dated 15 May 2014, we have
audited the accompanying consolidated financial statements of Evraz Group S.A., which comprise the
consolidated statement of financial position as at 31 December 2014, the consolidated statement of
operations, the consolidated statement of comprehensive income, the consolidated statement of changes in
equity, the consolidated statement of cash flows for the year then ended, and a summary of significant
accounting policies and other explanatory information.
The Board of Directors is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with International Financial Reporting Standards as adopted by the European
Union and for such internal control as the Board of Directors determines is necessary to enable the
preparation and presentation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg
by the ~~commission de Surveillance du Secteur Financier". Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free from 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 judgement of the "reviseur
d'entreprises agree", 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 "reviseur
d'entreprises agree" considers internal control relevant to the entity's 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 entity's internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Board of Directors, 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
audit opinion.
Opinion
In our opinion, the consolidated financial statements give a true and fair view of the financial position of
Evraz Group S.A. as of 31 December 2014, and of its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the European
Union.
The consolidated annual management report, including the corporate governance statement, which is the
responsibility of the Board of Directors, is consistent with the consolidated financial statements and includes
the information required by the law with respect to the corporate governance statement.
Interest income 7 18 19 23
Interest expense 7 (530) (637) (653)
Share of profits/(losses) of joint ventures and
associates 11 (116) (45) 1
Gain/(loss) on derecognition of equity investments,
net 4 – (5) –
Gain/(loss) on financial assets and liabilities, net 7 (585) (43) 164
Gain/(loss) on disposal groups classified as held
for sale, net 12 136 131 23
Gain on sale of subsidiaries to the Company’s
parent 4 – – 200
Other non-operating gains/(losses), net – 15 (6)
Profit/(loss) before tax (771) (564) 20
Attributable to:
* The amounts shown here do not correspond to the 2013 and 2012 financial statements and reflect adjustments
made in connection with the cessation of classification of subsidiaries as held for sale (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
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Evraz Group S.A.
Consolidated Statement of Comprehensive Income
(in millions of US dollars)
Attributable to:
Equity holders of the parent entity $ (2,591) $ (646) $ 183
Non-controlling interests (27) (31) (29)
* The amounts shown here do not correspond to the 2013 and 2012 financial statements and reflect adjustments
made in connection with the cessation of classification of subsidiaries as held for sale (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
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Evraz Group S.A.
Consolidated Statement of Financial Position
(in millions of US dollars)
31 December
Notes 2014 2013 2012
restated* restated*
ASSETS
Non-current assets
Property, plant and equipment 9 $ 4,368 $ 7,008 $ 7,990
Intangible assets other than goodwill 10 440 586 735
Goodwill 5 1,541 1,988 2,203
Investments in joint ventures and associates 11 186 465 551
Deferred income tax assets 8 60 80 68
Other non-current financial assets 13 136 184 92
Other non-current assets 13 38 62 64
6,769 10,373 11,703
Current assets
Inventories 14 1,333 1,672 2,080
Trade and other receivables 15 636 883 944
Prepayments 80 114 143
Loans receivable 24 20 19
Receivables from related parties 16 99 28 14
Income tax receivable 23 44 59
Other taxes recoverable 17 133 245 328
Other current financial assets 18 40 72 713
Cash and cash equivalents 19 1,021 1,597 1,376
3,389 4,675 5,676
Assets of disposal groups classified as held for sale 12 4 302 277
3,393 4,977 5,953
Total assets $ 10,162 $ 15,350 $ 17,656
EQUITY AND LIABILITIES
Equity
Equity attributable to equity holders of the parent entity
Issued capital 20 $ 404 $ 404 $ 404
Additional paid-in capital 20 1,570 1,544 1,419
Revaluation surplus 155 162 173
Legal reserve 20 39 39 39
Unrealised gains and losses 11,13 – 12 5
Accumulated profits 2,184 3,380 4,505
Translation difference (3,184) (1,658) (1,424)
1,168 3,883 5,121
Non-controlling interests 105 138 168
1,273 4,021 5,289
Non-current liabilities
Long-term loans 22 4,946 5,559 6,372
Deferred income tax liabilities 8 379 629 928
Employee benefits 23 350 452 593
Provisions 24 172 248 332
Other long-term liabilities 25 424 229 181
6,271 7,117 8,406
Current liabilities
Trade and other payables 26 1,327 1,329 1,528
Advances from customers 155 180 157
Short-term loans and current portion of long-term loans 22 755 1,810 1,554
Payables to related parties 16 120 381 256
Income tax payable 85 57 48
Other taxes payable 27 124 180 195
Provisions 24 39 45 40
Dividends payable by the parent entity to its shareholders 20 – 113 –
Dividends payable by the Group’s subsidiaries to non-
controlling shareholders – 5 8
2,605 4,100 3,786
Liabilities directly associated with disposal groups classified
as held for sale 12 13 112 175
2,618 4,212 3,961
Total equity and liabilities $ 10,162 $ 15,350 $ 17,656
* The amounts shown here do not correspond to the 2013 and 2012 financial statements and reflect adjustments made in
connection with the cessation of classification of subsidiaries as held for sale (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
9
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Evraz Group S.A.
Consolidated Statement of Cash Flows
(in millions of US dollars)
Year ended 31 December
2014 2013 2012
restated* restated*
Cash flows from operating activities
Net profit/(loss) $ (1,055) $ (512) $ (209)
Adjustments to reconcile net profit/(loss) to net cash flows
from operating activities:
Deferred income tax (benefit)/expense (Note 8) (69) (281) (38)
Depreciation, depletion and amortisation (Note 7) 720 995 1,259
Loss on disposal of property, plant and equipment 40 34 56
Impairment of assets 530 563 413
Foreign exchange (gains)/losses, net 697 234 41
Interest income (18) (19) (23)
Interest expense 530 637 653
Share of (profits)/losses of associates and joint ventures 116 45 (1)
(Gain)/loss on derecognition of equity investments, net – 5 –
(Gain)/loss on financial assets and liabilities, net 585 43 (164)
(Gain)/loss on disposal groups classified as held for sale, net (136) (131) (23)
Gain on sale of subsidiaries to the Company’s parent – – (200)
Other non-operating (gains)/losses, net – (15) 6
Bad debt expense 41 8 12
Changes in provisions, employee benefits and other long-
term assets and liabilities (57) (67) (55)
Expense arising from equity-settled awards (Note 21) 30 25 22
Other (1) (2) (6)
1,953 1,562 1,743
Changes in working capital:
Inventories (91) 217 121
Trade and other receivables (2) 26 (78)
Prepayments (8) 20 37
Receivables from/payables to related parties (306) 116 142
Taxes recoverable 21 84 120
Other assets 11 (17) 18
Trade and other payables 161 (125) 95
Advances from customers 27 33 (1)
Taxes payable 80 6 (43)
Other liabilities (4) (5) (1)
Net cash flows from operating activities 1,842 1,917 2,153
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Evraz Group S.A.
Consolidated Statement of Cash Flows (continued)
(in millions of US dollars)
* The amounts shown here do not correspond to the 2013 and 2012 financial statements and reflect adjustments
made in connection with the cessation of classification of subsidiaries as held for sale (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
11
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Evraz Group S.A.
Consolidated Statement of Changes in Equity
(in millions of US dollars)
At 31 December 2014 $ 404 $ – $ 1,570 $ 155 $ 39 $ – $ 2,184 $ (3,184) $ 1,168 $ 105 $ 1,273
The accompanying notes form an integral part of these consolidated financial statements.
12
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Evraz Group S.A.
Consolidated Statement of Changes in Equity (continued)
(in millions of US dollars)
At 31 December 2013 $ 404 $ – $ 1,544 $ 162 $ 39 $ 12 $ 3,380 $ (1,658) $ 3,883 $ 138 $ 4,021
* The amounts shown here do not correspond to the 2013 and 2012 financial statements and reflect adjustments made in connection with the cessation of classification of subsidiaries as held for sale (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
13
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Evraz Group S.A.
Consolidated Statement of Changes in Equity (continued)
(in millions of US dollars)
At 31 December 2012 $ 404 $ – $ 1,419 $ 173 $ 39 $ 5 $ 4,505 $ (1,424) $ 5,121 $ 168 $ 5,289
* The amounts shown here do not correspond to the 2013 and 2012 financial statements and reflect adjustments made in connection with the cessation of classification of subsidiaries as held for sale (Note 2).
The accompanying notes form an integral part of these consolidated financial statements.
14
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Evraz Group S.A.
1. Corporate Information
These consolidated financial statements were authorised for issue in accordance with a resolution
of the directors of Evraz Group S.A. on 31 March 2015.
Evraz Group S.A. (“Evraz Group” or “the Company”) is a joint stock company registered under the
laws of Luxembourg on 31 December 2004. The registered address of Evraz Group is 1, rue de
Louvigny, L-1946, Luxembourg.
Evraz Group, together with its subsidiaries (the “Group”), is involved in the production and
distribution of steel and related products and coal and iron ore mining. In addition, the Group
produces vanadium products. The Group is one of the largest steel producers globally.
At 31 December 2014, 2013 and 2012, EVRAZ plc (UK) held 100% in Evraz Group S.A.
The major subsidiaries included in the consolidated financial statements of the Group were as
follows at 31 December:
Effective
ownership interest, % Business
Subsidiary 2014 2013 2012 activity Location
EVRAZ Nizhny Tagil Metallurgical Plant 100.00 100.00 100.00 Steel production Russia
EVRAZ Consolidated West-Siberian
Metallurgical Plant 100.00 100.00 100.00 Steel production Russia
EVRAZ Vitkovice Steel a.s. – 100.00 100.00 Steel production Czech Republic
EVRAZ Highveld Steel and Vanadium Limited 85.11 85.11 85.11 Steel production South Africa
EVRAZ Dnepropetrovsk Iron and Steel Works 96.90 96.78 96.78 Steel production Ukraine
EVRAZ Inc. NA 100.00 100.00 100.00 Steel production USA
EVRAZ Inc. NA Canada 100.00 100.00 100.00 Steel production Canada
Yuzhkuzbassugol 100.00 100.00 100.00 Coal mining Russia
EVRAZ Kachkanarsky Mining-and-Processing Ore mining and
Integrated Works 100.00 100.00 100.00 processing Russia
Evrazruda 100.00 100.00 100.00 Ore mining Russia
EVRAZ Sukha Balka 99.42 99.42 99.42 Ore mining Ukraine
15
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Evraz Group S.A.
Basis of Preparation
These consolidated financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards (“IFRS”), as adopted by the European Union.
International Financial Reporting Standards are issued by the International Accounting Standard
Board (“IASB”). IFRSs that are mandatory for application as of 31 December 2014, but not adopted
by the European Union, do not have any impact on the Group’s consolidated financial statements.
The consolidated financial statements have been prepared under the historical cost convention,
except as disclosed in the accounting policies below. Exceptions include, but are not limited to,
property, plant and equipment at the date of transition to IFRS accounted for at deemed cost,
available-for-sale investments measured at fair value, assets classified as held for sale measured
at the lower of their carrying amount or fair value less costs to sell and post-employment benefits
measured at present value.
Going Concern
These consolidated financial statements have been prepared on a going concern basis.
The Group’s activities in all of its operating segments continue to be affected by the uncertainty
and instability of the current economic environment (Note 30). In response the Group implemented
a number of cost cutting initiatives, reduced capital expenditures and continues to reduce the level
of debt.
Based on the currently available facts and circumstances the directors and management have a
reasonable expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future.
During the year the Group revised its plan to dispose of all of its investment in EVRAZ Highveld
Steel and Vanadium Limited, which was classified as a disposal group held for sale as at
31 December 2012 and 2013. On 12 August 2014 the Group signed an agreement to sell a 34%
shareholding (at 31 December 2014 the transaction continues to be pending as certain conditions
of the sale have not been met) and to retain control over the remaining 51.1% ownership interest.
However, management expects to recover the investment in EVRAZ Highveld Steel and
Vanadium Limited principally through sale. At the end of 2014, the sale of the subsidiary within
one year was not considered to be highly probable.
At 31 December 2013, the disposal groups held for sale relating to the other segment included an
nd
office building in Moscow. In the 2 half of 2014, due to the current market conditions
management decided not to sell this asset.
As a result of these changes in circumstances, EVRAZ Highveld Steel and Vanadium Limited and
the subsidiary owning the office building ceased to meet the definition of a disposal group held for
sale. In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”
the Group restated its consolidated financial statements, including the relevant notes, for the
periods in which the assets were classified as held for sale as if the subsidiaries had not been
classified as assets held for sale in the past and all assets and liabilities and the results of
operations had been accounted for in accordance with the applicable International Financial
Reporting Standards as adopted by the European Union.
16
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Evraz Group S.A.
The effects of the restatements on the previously reported amounts are set out below.
Interest income 19 – 19
Interest expense (637) – (637)
Share of profits/(losses) of joint ventures and associates (45) – (45)
Gain/(loss) on derecognition of equity investments, net (5) – (5)
Gain/(loss) on financial assets and liabilities, net (43) – (43)
Gain/(loss) on disposal groups classified as held for sale, net (25) 156 131
Other non-operating gains/(losses), net 15 – 15
Loss before tax (540) (24) (564)
Attributable to:
Equity holders of the parent entity $ (512) $ 18 $ (494)
Non-controlling interests (21) 3 (18)
$ (533) $ 21 $ (512)
Earnings/(losses) per share:
for profit/(loss) attributable to equity holders of the parent
entity, US dollars, basic and diluted $ (3.44) $ 0.12 $ (3.32)
17
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Evraz Group S.A.
Attributable to:
Equity holders of the parent entity $ (666) $ 20 $ (646)
Non-controlling interests (35) 4 (31)
$ (701) $ 24 $ (677)
18
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Evraz Group S.A.
19
F-226
Evraz Group S.A.
Interest income 23 – 23
Interest expense (653) – (653)
Share of profits/(losses) of joint ventures and
associates 1 – 1
Gain/(loss) on financial assets and liabilities, net 164 – 164
Gain/(loss) on disposal groups classified as held for
sale, net 18 5 23
Gain on sale of subsidiaries to the Company’s parent 200 – 200
Other non-operating gains/(losses), net (6) – (6)
Profit/(loss) before tax 15 5 20
Income tax expense (229) – (229)
$ (214) $ 5 $ (209)
Earnings/(losses) per share:
for profit/(loss) attributable to equity holders of
the parent entity, US dollars, basic and diluted $ (1.26) $ 0.04 $ (1.22)
20
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Evraz Group S.A.
Subsidiaries
As previously that ceased to
reported be held for sale Restated
Net profit/(loss) $ (214) $ 5 $ (209)
Attributable to:
Equity holders of the parent entity $ 178 $ 5 $ 183
Non-controlling interests (29) – (29)
$ 149 $ 5 $ 154
Subsidiaries
As previously that ceased to
reported be held for sale Restated
Accumulated profits $ 4,500 $ 5 $ 4,505
Translation difference (1,424) – (1,424)
21
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Evraz Group S.A.
22
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Evraz Group S.A.
In the preparation of these consolidated financial statements, the Group followed the same
accounting policies and methods of computation as compared with those applied in the previous
year, except for the adoption of new standards and interpretations and revision of the existing
standards as of 1 January 2014.
23
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Evraz Group S.A.
These amendments provide relief from discontinuing hedge accounting when novation of a
derivative designated as a hedging instrument meets certain criteria.
IFRIC 21 “Levies”
IFRIC 21 is applicable to all levies imposed by governments under legislation, other than outflows
that are within the scope of other standards (e.g., IAS 12 Income Taxes) and fines or other
penalties for breaches of legislation. The interpretation clarifies that an entity recognises a liability
for a levy no earlier than when the activity that triggers payment, as identified by the relevant
legislation, occurs. It also clarifies that a levy liability is accrued progressively only if the activity that
triggers payment occurs over a period of time, in accordance with the relevant legislation. For
a levy that is triggered upon reaching a minimum threshold, no liability is recognised before the
specified minimum threshold is reached. The Group early adopted IFRIC 21 (in the European
Union it is effective for annual periods beginning on or after 17 June 2014).
The new standards, interpretations and amendments described above did not have a significant
impact on the financial position or performance of the Group. The Group has not early adopted any
other standard, interpretation or amendment that has been issued but is not yet effective.
*Subject to EU endorsement
The Group expects that the adoption of the pronouncements listed above will not have a significant
impact on the Group’s results of operations and financial position in the period of initial application.
24
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Evraz Group S.A.
Estimation Uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
end of the reporting period, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below.
The Group assesses at each reporting date whether there is any indication that an asset may be
impaired. If any such indication exists, the Group makes an estimate of the asset’s recoverable
amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair
value less costs to sell and its value in use and is determined for an individual asset, unless the
asset does not generate cash inflows that are largely independent of those from other assets or
groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the
asset is considered impaired and is written down to its recoverable amount. 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 assessment of the time value of money and the risks specific to
the assets. In 2014, 2013 and 2012, the Group recognised an impairment loss of $183 million,
$307 million and $404 million, respectively (Note 9).
The determination of impairments of property, plant and equipment involves the use of estimates
that include, but are not limited to, the cause, timing and amount of the impairment. Impairment is
based on a large number of factors, such as changes in current competitive conditions,
expectations of growth in the industry, increased cost of capital, changes in the future availability of
financing, technological obsolescence, discontinuance of service, current replacement costs and
other changes in circumstances that indicate that impairment exists.
The determination of the recoverable amount of a cash-generating unit involves the use of
estimates by management. Methods used to determine the value in use include discounted cash
flow-based methods, which require the Group to make an estimate of the expected future cash
flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate
the present value of those cash flows. These estimates, including the methodologies used, may
have a material impact on the value in use and, ultimately, the amount of any impairment.
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.
On 1 January 2014, the Group changed its estimation of useful lives of property, plant and
equipment, which resulted in a $52 million decrease in depreciation expense as compared to the
amounts that would have been charged had no change in estimate occurred.
The Group is required to recognise separately, at the acquisition date, the identifiable assets,
liabilities and contingent liabilities acquired or assumed in a business combination at their fair
values, which involves estimates. Such estimates are based on valuation techniques which require
considerable judgement in forecasting future cash flows and developing other assumptions.
25
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Evraz Group S.A.
Impairment of Goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value in use of the cash-generating units to which the goodwill is allocated.
Estimating the value in use requires the Group to make an estimate of the expected future cash
flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate
the present value of those cash flows.
The carrying amount of goodwill at 31 December 2014, 2013 and 2012 was $1,541 million,
$1,988 million and $2,203 million, respectively. In 2014, 2013 and 2012, the Group recognised
an impairment loss in respect of goodwill in the amount of $330 million, $168 million and $Nil,
respectively. More details of the assumptions used in estimating the value in use of the cash-
generating units to which goodwill is allocated are provided in Note 5.
Mineral Reserves
Mineral reserves and the associated mine plans are a material factor in the Group’s computation of
a depletion charge. The Group estimates its mineral reserves in accordance with the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”).
Estimation of reserves in accordance with the JORC Code involves some degree of uncertainty.
The uncertainty depends mainly on the amount of reliable geological and engineering data
available at the time of the estimate and the interpretation of this data, which also requires use of
subjective judgement and development of assumptions. Mine plans are periodically updated which
can have a material impact on the depletion charge for the period.
The Group reviews site restoration provisions at each reporting date and adjusts them to reflect the
current best estimate in accordance with IFRIC 1 “Changes in Existing Decommissioning,
Restoration and Similar Liabilities”.
The amount recognised as a provision is the best estimate of the expenditures required to settle
the present obligation at the end of the reporting period based on the requirements of the current
legislation of the country where the respective operating assets are located. The carrying amount
of a provision is the present value of the expected expenditures, i.e. cash outflows discounted
using pre-tax rates that reflect current market assessments of the time value of money and the
risks specific to the liability.
The risks and uncertainties that inevitably surround many events and circumstances are taken into
account in reaching the best estimate of a provision. Considerable judgement is required in
forecasting future site restoration costs.
Future events that may affect the amount required to settle an obligation are reflected in the amount
of a provision when there is sufficient objective evidence that they will occur.
Post-Employment Benefits
The Group uses an actuarial valuation method for the measurement of the present value of post-
employment benefit obligations and related current service cost. This involves the use of
demographic assumptions about the future characteristics of the current and former employees who
are eligible for benefits (mortality, both during and after employment, rates of employee turnover,
disability and early retirement, etc.) as well as financial assumptions (discount rate, future salary and
benefit levels, expected rate of return on plan assets, etc.). More details are provided in Note 23.
26
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Evraz Group S.A.
Allowances
The Group makes allowances 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 accounts, 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. As of 31 December 2014, 2013 and 2012, allowances for
doubtful accounts in respect of trade and other receivables have been made in the amount of
$57 million, $59 million and $101 million, respectively (Note 28).
The Group makes an allowance for obsolete and slow-moving raw materials and spare parts.
In addition, certain finished goods of the Group are carried at net realisable value (Note 14).
Estimates of net realisable value of finished goods are based on the most reliable evidence
available at the time the estimates are made. These estimates take into consideration fluctuations
of price or cost directly relating to events occurring subsequent to the end of the reporting period to
the extent that such events confirm conditions existing at the end of the period.
Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax
asset to be utilised. The estimation of that probability includes judgements based on the expected
performance. Various factors are considered to assess the probability of the future utilisation of
deferred tax assets, including past operating results, operational plans, expiration of tax losses
carried forward, and tax planning strategies. If actual results differ from these estimates or if these
estimates must be adjusted in future periods, the financial position, results of operations and cash
flows may be negatively affected. In the event that the assessment of future utilisation of deferred
tax assets must be reduced, this reduction will be recognised in the statement of operations.
The presentation currency of the Group is the US dollar because presentation in US dollars is
convenient for the major current and potential users of the consolidated financial statements.
The functional currencies of the Group’s subsidiaries are the Russian rouble, US dollar, euro,
Czech koruna, South African rand, Canadian dollar and Ukrainian hryvnia. As at the reporting date,
the assets and liabilities of the subsidiaries with functional currencies other than the US dollar are
translated into the presentation currency at the rate of exchange ruling at the end of the reporting
period, and their statements of operations are translated at the exchange rates that approximate
the exchange rates at the dates of the transactions. The exchange differences arising on the
translation are taken directly to a separate component of equity. On disposal of a subsidiary with
functional currency other than the US dollar, the deferred cumulative amount recognised in equity
relating to that particular subsidiary is recognised in the statement of operations.
The following exchange rates were used in the consolidated financial statements:
2014 2013 2012
31 December average 31 December average 31 December average
USD/RUB 56.2584 38.4217 32.7292 31.8480 30.3727 31.0930
EUR/RUB 68.3427 50.8150 44.9699 42.3129 40.2286 39.9275
EUR/USD 1.2141 1.3285 1.3791 1.3281 1.3194 1.2848
USD/CAD 1.1601 1.1048 1.0636 1.0301 0.9949 0.9994
USD/ZAR 11.5719 10.8488 10.4675 9.6508 8.4838 8.2137
EUR/ZAR 14.0668 14.4054 14.4210 12.8249 11.1902 10.5553
USD/UAH 15.7686 11.9064 7.9930 7.9930 7.9930 7.9910
RUB/UAH 0.2803 0.3050 0.2450 0.2512 0.2632 0.2574
27
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Evraz Group S.A.
Transactions in foreign currencies in each subsidiary of the Group are initially recorded in the
functional currency at the rate ruling at the date of the transaction. Non-monetary items measured
at fair value in a foreign currency are translated using the exchange rates at the date when the fair
value was determined. Monetary assets and liabilities denominated in foreign currencies are
translated at the functional currency rate of exchange ruling at the end of the reporting period. All
resulting differences are taken to the statement of operations.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying amounts of assets and liabilities arising on the acquisition are treated as assets and
liabilities of the foreign operation and translated at the closing rate.
Basis of Consolidation
Subsidiaries
Subsidiaries, which are those entities in which the Group has an interest of more than 50% of the
voting rights, or otherwise has power to exercise control over their operations, are consolidated.
Subsidiaries are consolidated from the date on which control is transferred to the Group and are no
longer consolidated from the date that control ceases.
All intercompany transactions, balances and unrealised gains on transactions between group
companies are eliminated; unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Where necessary, accounting policies for
subsidiaries have been changed to ensure consistency with the policies adopted by the Group.
Total comprehensive income is attributed to the owners of the parent and to the non-controlling
interests even if this results in the non-controlling interests having a deficit balance.
Acquisition of Subsidiaries
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date
through profit or loss.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is
deemed to be an asset or liability will be recognised in accordance with IAS 39 either in profit or
loss or as a change to other comprehensive income. If the contingent consideration is classified as
equity, it should not be remeasured until it is finally settled within equity.
28
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Evraz Group S.A.
The initial accounting for a business combination involves identifying and determining the fair
values to be assigned to the acquiree’s identifiable assets, liabilities and contingent liabilities and
the cost of the combination. If the initial accounting for a business combination can be determined
only provisionally by the end of the period in which the combination is effected because either the
fair values to be assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities or
the cost of the combination can be determined only provisionally, the Group accounts for
the combination using those provisional values. The Group recognises any adjustments to those
provisional values as a result of completing the initial accounting within twelve months of the
acquisition date.
Comparative information presented for the periods before the completion of initial accounting for
the acquisition is presented as if the initial accounting had been completed from the acquisition
date.
The differences between the carrying values of net assets attributable to interests in subsidiaries
acquired and the consideration given for such increases is either added to additional paid-in
capital, if positive, or charged to accumulated profits, if negative, in the consolidated financial
statements.
Purchases of controlling interests in subsidiaries from entities under common control are
accounted for using the pooling of interests method.
The assets and liabilities of the subsidiary transferred under common control are recorded in these
financial statements at the historical cost of the controlling entity (the “Predecessor”). Related
goodwill inherent in the Predecessor's original acquisition is also recorded in the financial
statements. Any difference between the total book value of net assets, including the Predecessor's
goodwill, and the consideration paid is accounted for in the consolidated financial statements as an
adjustment to the shareholders' equity.
These financial statements, including corresponding figures, are presented as if a subsidiary had
been acquired by the Group on the date it was originally acquired by the Predecessor.
The Group derecognises non-controlling interests if non-controlling shareholders have a put option
over their holdings. The difference between the amount of the liability recognised in the statement
of financial position over the carrying value of the derecognised non-controlling interests is charged
to accumulated profits.
Investments in Associates
Associates are entities in which the Group generally has between 20% and 50% of the voting
rights, or is otherwise able to exercise significant influence, but which it does not control or jointly
control.
Investments in associates are accounted for under the equity method of accounting and are initially
recognised at cost including goodwill. Subsequent changes in the carrying value reflect the post-
acquisition changes in the Group’s share of net assets of the associate and goodwill impairment
charges, if any.
29
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Evraz Group S.A.
The Group’s share of its associates’ profits or losses is recognised in the statement of operations
and its share of movements in reserves is recognised in equity. However, when the Group’s share
of losses in an associate equals or exceeds its interest in the associate, the Group does not
recognise further losses, unless the Group has legal or constructive obligations to make payments
to, or on behalf of, the associate. If the associate subsequently reports profits, the Group resumes
recognising its share of those profits only after its share of the profits equals the share of losses not
recognised.
Unrealised gains on transactions between the Group and its associates are eliminated to
the extent of the Group's interest in the associates; unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the asset transferred.
The Group’s interest in its joint ventures is accounted for under the equity method of accounting
whereby an interest in jointly ventures is initially recorded at cost and adjusted thereafter for post-
acquisition changes in the Group's share of net assets of joint ventures. The statement of
operations reflects the Group's share of the results of operations of joint ventures.
The Group’s property, plant and equipment is stated at purchase or construction cost, excluding
the costs of day-to-day servicing, less accumulated depreciation and any impairment in value.
Such cost includes the cost of replacing part of plant and equipment when that cost is incurred and
recognition criteria are met.
The Group’s property, plant and equipment include mining assets, which consist of mineral
reserves, mine development and construction costs and capitalised site restoration costs. Mineral
reserves represent tangible assets acquired in business combinations. Mine development and
construction costs represent expenditures incurred in developing access to mineral reserves and
preparations for commercial production, including sinking shafts and underground drifts, roads,
infrastructure, buildings, machinery and equipment.
At each end of the reporting period management makes an assessment to determine whether
there is any indication of impairment of property, plant and equipment. If any such indication exists,
management estimates the recoverable amount, which is the higher of an asset’s fair value less
cost to sell and its value in use. The carrying amount is reduced to the recoverable amount, and
the difference is recognised as impairment loss in the statement of operations or other
comprehensive income. An impairment loss recognised for an asset in previous years is reversed if
there has been a change in the estimates used to determine the asset’s recoverable amount.
Land is not depreciated. Depreciation of property, plant and equipment, except for mining assets,
is calculated on a straight-line basis over the estimated useful lives of the assets. The useful lives
of items of property, plant and equipment and methods of their depreciation are reviewed, and
adjusted as appropriate, at each fiscal year end. The table below presents the useful lives of items
of property, plant and equipment.
Weighted average
Useful lives remaining useful life
(years) (years)
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The Group determines the depreciation charge separately for each significant part of an item of
property, plant and equipment.
Depletion of mining assets including capitalised site restoration costs is calculated using the units-
of-production method based upon proved and probable mineral reserves. The depletion calculation
takes into account future development costs for reserves which are in the production phase.
Maintenance costs relating to items of property, plant and equipment are expensed as incurred.
Major renewals and improvements are capitalised, and the replaced assets are derecognised.
The Group has the title to certain non-production and social assets, primarily buildings and facilities
of social infrastructure, which are carried at their recoverable amount of zero. The costs to maintain
such assets are expensed as incurred.
Exploration and evaluation expenditures represent costs incurred by the Group in connection with
the exploration for and evaluation of mineral resources before the technical feasibility and
commercial viability of extracting a mineral resource are demonstrable. The expenditures include
acquisition of rights to explore, topographical, geological, geochemical and geophysical studies,
exploratory drilling, trenching, sampling, activities in relation to evaluating the technical feasibility
and commercial viability of extracting mineral resources. These costs are expensed as incurred.
When the technical feasibility and commercial viability of extracting a mineral resource are
demonstrable, the Group commences recognition of expenditures related to the development of
mineral resources as assets. These assets are assessed for impairment when facts and
circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.
Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of
the arrangement at inception date as to whether the fulfilment of the arrangement is dependent on
the use of a specific asset or assets or the arrangement conveys a right to use the asset.
Finance leases, which transfer to the Group substantially all the risks and benefits incidental to
ownership of the leased item, are capitalised from the commencement of the lease term at the fair
value of the leased property or, if lower, at the present value of the minimum lease payments.
Lease payments are apportioned between the finance charges and reduction of the lease liability
so as to achieve a constant rate of interest on the remaining balance of the liability. Finance
charges are charged to 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.
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset
are classified as operating leases. Operating lease payments are recognised as an expense in the
statement of operations on a straight-line basis over the lease term.
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Goodwill
Goodwill represents the excess of the aggregate of the consideration transferred for an acquisition
of a subsidiary or an associte and the amount recognised for non-controlling interest over the net
identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value
of the net assets of the acquiree, the difference is recognised in the consolidated statement of
operations.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is reviewed for impairment annually or more frequently, if events or changes in
circumstances indicate that the carrying amount may be impaired. For the purpose of impairment
testing, goodwill acquired in a business combination is allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to those units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit, or the
group of cash-generating units, to which the goodwill relates. Where the recoverable amount of the
cash-generating unit is less than the carrying amount, an impairment loss is recognised. An
impairment loss recognised for goodwill is not reversed in a subsequent period.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is
disposed of, the goodwill associated with the operation disposed of is included in the carrying
amount of the operation when determining the gain or loss on disposal of the operation. Goodwill
disposed of in this circumstance is measured based on the relative fair values of the operation
disposed of and the portion of the cash-generating unit retained.
Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is fair value as at the date of acquisition.
Following initial recognition, intangible assets are carried at cost less any accumulated
amortisation and any accumulated impairment losses. Expenditures on internally generated
intangible assets, excluding capitalised development costs, are expensed as incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets
with finite lives are amortised over the useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset with a finite life are reviewed at least at each year end.
Changes in the expected useful life or the expected pattern of consumption of future economic
benefits embodied in the asset are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives are not amortised, they are tested for impairment
annually either individually or at the cash-generating unit level.
The table below presents the useful lives of intangible assets.
Weighted average
Useful lives remaining useful life
(years) (years)
Financial Assets
The Group classified its investments into the following categories: financial assets at fair value
through profit or loss, loans and receivables, held-to-maturity, and available-for-sale. When
investments are recognised initially, they are measured at fair value plus, in the case of
investments not at fair value through profit or loss, directly attributable transaction costs. The
Group determines the classification of its investments after initial recognition.
Investments that are acquired principally for the purpose of generating a profit from short-term
fluctuations in price are classified as held for trading and included in the category “financial assets
at fair value through profit or loss”. Investments which are included in this category are
subsequently carried at fair value; gains or losses on such investments are recognised in income.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Such assets are carried at amortised cost using the effective
interest method. Gains and losses are recognised in income when the loans and receivables are
derecognised or impaired, as well as through the amortisation process.
Non-derivative financial assets with fixed or determinable payments and fixed maturity that
management has the positive intent and ability to hold to maturity are classified as held-to-maturity.
Held-to-maturity investments are carried at amortised cost using the effective yield method.
Investments intended to be held for an indefinite period of time, which may be sold in response to
needs for liquidity or changes in interest rates, are classified as available-for-sale; these are
included in non-current assets unless management has the express intention of holding the
investment for less than 12 months from the end of the reporting period or unless they will need to
be sold to raise operating capital, in which case they are included in current assets. Management
determines the appropriate classification of its investments at the time of the purchase and re-
evaluates such designation on a regular basis.
After initial recognition available-for-sale investments are measured at fair value with gains or
losses being recognised as a separate component of equity until the investment is derecognised or
until the investment is determined to be impaired, at which time the cumulative gain or loss
previously reported in equity is included in the statement of operations. Reversals of impairment
losses in respect of equity instruments are not recognised in the statement of operations.
Impairment losses in respect of debt instruments are reversed through profit or loss if the increase
in fair value of the instrument can be objectively related to an event occurring after the impairment
loss was recognised in the statement of operations.
For investments that are actively traded in organised financial markets, fair value is determined by
reference to stock exchange quoted market bid prices at the close of business on the end of the
reporting period. For investments where there is no active market, fair value is determined using
valuation techniques. Such techniques include using recent arm’s length market transactions,
reference to the current market value of another instrument, which is substantially the same,
discounted cash flow analysis or other generally accepted valuation techniques.
All purchases and sales of financial assets under contracts to purchase or sell financial assets that
require delivery of the asset within the time frame generally established by regulation or convention
in the market place are recognised on the settlement date i.e. the date the asset is delivered by/to
the counterparty.
Accounts Receivable
Accounts receivable, which generally are short-term, are recognised and carried at the original
invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is
made when collection of the full amount is no longer probable. Bad debts are written off when
identified.
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Evraz Group S.A.
The Group establishes an allowance for impairment of accounts receivable that represents its
estimate of incurred losses. The main components of this allowance are a specific loss component
that relates to individually significant exposures, and a collective loss component established for
groups of similar receivables in respect of losses that have been incurred but not yet identified. The
collective loss allowance is determined based on historical data of payment statistics for similar
financial assets.
Inventories
Inventories are recorded at the lower of cost and net realisable value. Cost of inventory is
determined on the weighted average basis and includes expenditure incurred in acquiring or
producing inventories and bringing them to their existing location and condition. The cost of
finished goods and work in progress includes an appropriate share of production overheads based
on normal operating capacity, but excluding borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated
costs of completion and estimated costs necessary to make the sale.
The tax authorities permit the settlement of sales and purchases value added tax (“VAT”) on a net
basis.
The Group’s subsidiaries apply the accrual method for VAT recognition, under which VAT
becomes payable upon invoicing and delivery of goods or rendering services as well upon receipt
of prepayments from customers. VAT on purchases, even if not settled at the end of the reporting
period, is deducted from the amount of VAT payable.
Where provision has been made for impairment of receivables, an impairment loss is recorded for
the gross amount of the debtor, including VAT.
Cash and cash equivalents comprise cash at bank and in hand and deposits with an original
maturity of three months or less.
Borrowings
Borrowings are initially recognised at fair value, net of directly attributable transaction costs. After
initial recognition, borrowings are measured at amortised cost using the effective interest rate
method; any difference between the amount initially recognised and the redemption amount is
recognised as interest expense over the period of the borrowings.
Financial guarantee liabilities issued by the Group are those contracts that require a payment to be
made to reimburse the holder for a loss it incurs because the specified debtor fails to make a
payment when due in accordance with the terms of a debt instrument. Financial guarantee
contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are
directly attributable to the issue of the guarantee. Subsequently, the liability is measured at the
higher of the best estimate of the expenditure required to settle the present obligation at the end of
the reporting period and the amount initially recognised.
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Equity
Share Capital
Ordinary shares are classified as equity. External costs directly attributable to the issue of new
shares are shown as a deduction in equity from the proceeds. Any excess of the fair value of
consideration received over the par value of shares issued is recognised as additional paid-in
capital.
Treasury Shares
Own equity instruments which are acquired by the Group (treasury shares) are deducted from
equity. No gain or loss is recognised in statement of operations on the purchase, sale, issue or
cancellation of the treasury shares.
Dividends
Dividends are recognised as a liability and deducted from equity only if they are declared before
the end of the reporting period. Dividends are disclosed when they are proposed before the end of
the reporting period or proposed or declared after the end of the reporting period but before the
financial statements are authorised for issue.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Where the Group expects a provision to be reimbursed, for example under an
insurance contract, the reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain.
If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability. Where discounting is
used, the increase in the provision due to the passage of time is recognised as an interest
expense.
Provisions for site restoration costs are capitalised within property, plant and equipment.
Employee Benefits
Defined contributions are made by the Group to the Russian and Ukrainian state pension, social
insurance, medical insurance and unemployment funds at the statutory rates in force based on
gross salary payments. The Group has no legal or constructive obligation to pay further
contributions in respect of those benefits. Its only obligation is to pay contributions as they fall due.
These contributions are expensed as incurred.
The Group companies provide pensions and other benefits to their employees (Note 23).
The entitlement to these benefits is usually conditional on the completion of a minimum service
period. Certain benefit plans require the employee to remain in service up to retirement age. Other
employee benefits consist of various compensations and non-monetary benefits. The amounts of
benefits are stipulated in the collective bargaining agreements and/or in the plan documents.
The Group involves independent qualified actuaries in the measurement of employee benefit
obligations.
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The cost of providing benefits under the defined benefit plan is determined using the projected unit
credit method. Re-measurements, comprising of actuarial gains and losses, the effect of the asset
ceiling, excluding net interest and the return on plan assets (excluding net interest), are recognised
immediately in the statement of financial position with a corresponding debit or credit to retained
earnings through other comprehensive income in the period in which they occur. Re-
measurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of the date of the plan amendment
or curtailment, and the date that the Group recognises restructuring-related costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. It
is recorded within interest expense in the consolidated statement of operations.
The Group recognises current service costs, past-service costs, gains and losses on curtailments
and non-routine settlements in the consolidated statement of operations within “cost of sales”,
“general and administrative expenses” and “selling and distribution expenses”.
Other Costs
The Group incurs employee costs related to the provision of benefits such as health services,
kindergartens and other services. These amounts principally represent an implicit cost of
employment and, accordingly, have been charged to cost of sales.
Share-based Payments
The Group has management compensation schemes (Note 21), under which certain senior
executives and employees of the Group receive remuneration in the form of share-based payment
transactions, whereby they render services as consideration for equity instruments (“equity-settled
transactions”).
The cost of equity-settled transactions with grantees is measured by reference to the fair value of
the Company’s shares at the date on which they are granted. The fair value is determined using
the Black-Scholes-Merton model. In valuing equity-settled transactions, no account is taken of any
conditions, other than market conditions.
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Evraz Group S.A.
No expense is recognised for awards that do not ultimately vest. Once a share-settled transaction
is vested, no further accounting entries are made to reverse the cost already charged, even if the
instruments that are the subject of the transaction are subsequently forfeited. In this case, the
Group makes a transfer between different components of equity.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised
as if the terms had not been modified. In addition, an expense is recognised for any modification
which increases the total fair value of the share-based payment arrangement, or is otherwise
beneficial to the employee as measured at the date of modification.
Cash-settled share-based payments represent transactions in which the Group acquires goods or
services by incurring a liability to transfer cash or other assets to the supplier of those goods or
services for amounts that are based on the price (or value) of the Group's shares or other equity
instruments.
The cost of cash-settled transactions is measured initially at fair value at the grant date using the
Black-Scholes-Merton model. This fair value is expensed over the period until the vesting date with
recognition of a corresponding liability. The liability is remeasured to fair value at each reporting
date up to and including the settlement date with changes in fair value recognised in the statement
of operations.
The dilutive effect of outstanding share-based awards is reflected as additional share dilution in
the computation of earnings per share (Note 20).
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured.
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
any 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.
The following specific recognition criteria must also be met before revenue is recognised:
Sale of Goods
Revenue is recognised when the significant risks and rewards of ownership of the goods have
passed to the buyer and the amount of revenue can be measured reliably. The moment of transfer
of the risks and rewards of ownership is determined by the contract terms.
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Evraz Group S.A.
Revenue (continued)
Rendering of Services
The Group’s revenues from rendering of services include electricity, transportation, port and other
services. Revenue is recognised when services are rendered.
Interest
Dividends
Revenue is recognised when the shareholders’ right to receive the payment is established.
Rental Income
Rental income is accounted for on a straight-line basis over the lease term on ongoing leases.
Current income tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or substantively enacted by the end
of the reporting period.
Current income tax relating to items recognised outside profit or loss is recognised in other
comprehensive income or equity and not in the statement of operations.
Deferred tax assets and liabilities are calculated in respect of temporary differences using the
liability method. Deferred income taxes are provided for all temporary differences arising between
the tax basis of assets and liabilities and their carrying values for financial reporting purposes,
except where the deferred income tax arises from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss.
A deferred tax asset is recorded only to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences can be utilised. Deferred tax assets
and liabilities are measured at tax rates that are expected to apply to the period when the asset is
realised or the liability is settled, based on tax rates that have been enacted or substantively
enacted at the end of the reporting period.
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Evraz Group S.A.
3. Segment Information
For management purposes, in 2013 and previous periods the Group was organised into business
units based on their products and services, and had four reportable operating segments:
Steel production segment included production of steel and related products at eleven steel
mills.
Mining segment included iron ore and coal mining and enrichment.
Vanadium products segment included extraction of vanadium ore and production of
vanadium products. Vanadium slag arising in the steel-making process was also allocated
to the vanadium segment.
Other operations included energy-generating companies, seaports, shipping and railway
transportation companies.
In 2014, the management reporting used by the chief operating decision maker for making
decisions about resource allocation has changed to put more emphasis on analysis of the
operating results of the coal segment and operations in North America. As such, new reportable
segments were identified and the comparative segment information has been restated accordingly.
The new reportable operating segments are:
Steel segment includes production of steel and related products at all mills except for
those located in North America. Extraction of vanadium ore and production of vanadium
products, iron ore mining and enrichment and certain energy-generating companies are
also included in this segment as they are closely related to the main process of steel
production.
Steel, North America is a segment, which includes production of steel and related products
in the USA and Canada.
Coal segment includes coal mining and enrichment. It also includes operations of
Nakhodka Trade Sea Port as it is used to a significant extent for shipping of products of
the coal segment to the Asian markets.
Other operations include energy-generating companies, shipping and railway
transportation companies.
Management and investment companies are not allocated to any of the segments. Operating
segments have been aggregated into reportable segments if they show a similar long-term
economic performance, have comparable production processes, customer industries and
distribution channels, operate in the same regulatory environment, and are generally managed and
monitored together.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to
transactions with third parties.
Management monitors the results of the operating segments separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is
evaluated based on EBITDA. This performance indicator is calculated based on management
accounts that differ from the IFRS consolidated financial statements for the following reasons:
1) for the last month of the reporting period, the management accounts for each operating segment
are prepared using a forecast for that month;
2) the statement of operations is based on local GAAP figures with the exception of depreciation
expense which is adjusted to approximate the amount under IFRS.
Segment revenue is revenue reported in the Group's statement of operations that is directly
attributable to a segment and the relevant portion of the Group’s revenue that can be allocated to it
on a reasonable basis, whether from sales to external customers or from transactions with other
segments.
Segment expense is expense resulting from the operating activities of a segment that is directly
attributable to the segment and the relevant portion of an expense that can be allocated to it on
a reasonable basis, including expenses relating to external counterparties and expenses relating to
transactions with other segments.
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Evraz Group S.A.
Segment result is segment revenue less segment expense that is equal to earnings before interest,
tax, depreciation and amortisation (“EBITDA”).
The following tables present measures of segment profit or loss based on management accounts.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
Revenue
Sales to external customers $ 9,135 $ 3,159 $ 540 $ 128 $ – $ 12,962
Inter-segment sales 570 – 676 446 (1,692) –
Total revenue 9,705 3,159 1,216 574 (1,692) 12,962
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
Revenue
Sales to external customers $ 10,849 $ 3,056 $ 728 $ 142 $ – $ 14,775
Inter-segment sales 370 – 706 468 (1,544) –
Total revenue 11,219 3,056 1,434 610 (1,544) 14,775
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
Revenue
Sales to external customers $ 10,824 $ 3,373 $ 195 $ 142 $ – $ 14,534
Inter-segment sales 478 – 649 573 (1,700) –
Total revenue 11,302 3,373 844 715 (1,700) 14,534
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Evraz Group S.A.
The following table shows a reconciliation of revenue and EBITDA used by management for
decision making and revenue and profit or loss before tax per the consolidated financial statements
prepared under IFRS.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
$ 2,293
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Evraz Group S.A.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
$ 1,827
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Evraz Group S.A.
Steel,
US$ million Steel North America Coal Other operations Eliminations Total
$ 2,037
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The revenues from external customers for each group of similar products and services are
presented in the following table:
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Distribution of the Group’s revenues by geographical area based on the location of customers for
the years ended 31 December was as follows:
None of the Group’s customers amounts to 10% or more of the consolidated revenues.
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Non-current assets other than financial instruments, deferred tax assets and post-employment
benefit assets were located in the following countries at 31 December:
US$ million 2014 2013 2012
4. Acquisition of Subsidiaries
Mezhegey Project
In June 2012, the Group acquired an additional 9.996% ownership interest in Actionfield Limited,
which holds and operates the Mezhegey coal field project (Note 20). As a result, the Group
increased its share in the project to approximately 60.016%. The fair value of the consideration
amounted to $36 million. It was agreed to settle the liabilities for the purchase by an offset with a
loan receivable by the Group. The excess of the consideration over the carrying value of the
acquired non-controlling interest amounting to $30 million was charged to accumulated profits.
In September 2012, the Group sold its share in the project to EVRAZ plc for a cash consideration
of $245 million and recognised in the consolidated statement of operations a gain of $200 million
being the difference between the proceeds from the sale and carrying value of the ownership
interest sold. At the date of sale, cash balances of the disposed subsidiaries amounted to
$1 million.
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Evraz Group S.A.
5. Goodwill
Goodwill relates to the assembled workforce and synergy from integration of the acquired
subsidiaries into the Group. The carrying amount of goodwill was allocated among cash-generating
units as follows at 31 December:
US$ million 2014 2013 2012
EVRAZ Inc. NA $ 825 $ 996 $ 1,131
Oregon Steel Portland Mill 241 412 412
Rocky Mountain Steel Mills 410 410 410
OSM Tubular – Camrose Mills 157 157 157
Claymont Steel – – 135
General Scrap 16 16 16
Others 1 1 1
EVRAZ Inc. NA Canada 634 791 845
Calgary 109 217 232
Red Deer 48 52 56
Regina Steel 340 373 397
Regina Tubular 118 128 137
Others 19 21 23
EVRAZ Palini e Bertoli – 79 76
EVRAZ Vanady-Tula 36 62 66
EVRAZ Vametco Holdings 9 16 20
EVRAZ Nikom, a.s. 33 37 39
EVRAZ Highveld Steel and Vanadium Limited – – 23
EVRAZ Kachkanar Heat and Power Plant 2 3 3
Provincia 2 4 –
$ 1,541 $ 1,988 $ 2,203
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6. Impairment of Assets
Evrazruda $ – $ 32 $ – $ – $ 32
EVRAZ Claymont Steel (154) (147) (25) – (326)
EVRAZ Highveld Steel and Vanadium
Limited (50) (67) – – (117)
EVRAZ Dnepropetrovsk Iron and Steel
Works – 30 – (2) 28
EVRAZ Inc. NA Canada (19) (6) – – (25)
EVRAZ Nizhny Tagil Metallurgical Plant – (8) – – (8)
EVRAZ Consolidated West-Siberian
Metallurgical Plant – (20) – – (20)
Kazankovskaya (14) – – – (14)
Shipping companies – (11) – – (11)
Yuzhkuzbassugol – (105) – – (105)
Others, net – (5) – (1) (6)
$ (237) $ (307) $ (25) $ (3) $ (572)
Recognised in profit or loss (237) (298) (25) (3) (563)
Recognised in other comprehensive
income – (9) – – (9)
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Evraz Group S.A.
The Group recognised the impairment losses as a result of the impairment testing at the level of
cash-generating units. In addition, the Group made a write-off of certain functionally obsolete items
of property, plant and equipment and recorded an impairment relating to VAT with a long-term
recovery.
For the purpose of the impairment testing as of 31 December 2014 the Group assessed
the recoverable amount of each cash-generating unit to which the goodwill was allocated or where
indicators of impairment were identified.
The recoverable amounts have been determined based on calculation of either value-in-use or fair
value less costs to sell. Both valuation techniques used cash flow projections based on the actual
operating results and business plans approved by management and appropriate discount rates
reflecting time value of money and risks associated with respective cash-generating units. For the
periods not covered by management business plans, cash flow projections have been estimated
by extrapolating the results of the respective business plans using a zero real growth rate.
In determination of fair value less costs to sell the asset’s value additionally includes the cashflows
of future projects not started yet and the associated capital expenditure costs.
The major drivers that led to impairment were the changes in expectations of long-term prices for
iron ore and steel products, the increase in forecasted costs, changes in forecasted production
volumes and the increase in the discount rates.
The key assumptions used by management in the value-in-use calculations with respect to the
cash-generating units to which the goodwill was allocated are presented in the table below.
Average Carrying
price of Recoverable amount of
Period of Pre-tax commodity amount of CGU before
forecast, discount per tonne CGU, impairment,
years rate, % Commodity in 2015 US$ million US$ million
EVRAZ Inc. NA (all CGU) 5 9.75-12.95 steel products $870 2,563 1,747
including Oregon Steel
Portland Mill 5 12.29 steel products $833 579 750
ferrovanadium
EVRAZ Vametco Holdings 5 14.51 products $24,898 105 23
ferrovanadium
EVRAZ Nikom, a.s. 5 13.26 products $21,136 64 35
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Evraz Group S.A.
In addition, the Group determined that there were indicators of impairment in other cash generating
units and tested them for impairment using the following assumptions.
Average price
Pre-tax of commodity per
Period of discount rate, tonne
forecast, years % Commodity in 2015
EVRAZ Dnepropetrovsk Iron and Steel Works 5 27.14 steel products $471
ferrovanadium
EVRAZ Stratcor Inc. 5 13.98 $33,741
products
undeveloped
Mezhegeyugol 27 18.36 $95
coal field
The value in use of the cash-generating units for which an impairment loss was recognised or
reversed in the reporting year was as follows at 31 December.
US$ million 2014 2013
As management expects to recover investments in EVRAZ Highveld Steel and Vanadium Limited
principally through sale, the recoverable amount of this cash-generating unit was measured at
$107 million as fair value less costs of disposal, which was determined based on the share prices
of the subsidiary (Level 1) at 31 December 2014.
The calculations of value in use are most sensitive to the following assumptions:
Discount Rates
Discount rates reflect the current market assessment of the risks specific to each cash-generating
unit. The discount rates have been determined using the Capital Asset Pricing Model and analysis
of industry peers. Reasonably possible changes in discount rates could lead to an additional
impairment at EVRAZ Stratcor Inc., EVRAZ Palini e Bertoli, EVRAZ Inc. NA and EVRAZ Inc. NA
Canada cash-generating units. If discount rates were 10% higher, this would lead to an additional
impairment of $147 million.
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Evraz Group S.A.
Sales Prices
The prices of the products sold by the Group were estimated using industry research. The Group
expects that the nominal prices will fluctuate with a compound annual growth rate of (3.3)%-2.9%
in 2015 – 2019, 2.5%-3.0% in 2020 and thereafter. Reasonably possible changes in sales prices
could lead to an additional impairment at EVRAZ Palini e Bertoli, EVRAZ Stratcor Inc.,
EVRAZ Inc. NA and EVRAZ Inc. NA Canada cash-generating units. If the prices assumed for 2015
and 2016 in the impairment test were 10% lower, this would lead to an additional impairment of
$156 million.
Sales Volumes
Management assumed that the sales volumes of steel products would increase by 1% in 2015 and
would grow evenly during the following four years to reach normal asset capacity utilisation
thereafter. Reasonably possible changes in sales volumes could lead to an additional impairment
at EVRAZ Palini e Bertoli EVRAZ Inc. NA and EVRAZ Inc. NA Canada cash-generating units. If the
sales volumes were 10% lower than those assumed for 2015 and 2016 in the impairment test, this
would lead to an additional impairment of $15 million.
The unit’s recoverable amount would become equal to its carrying amount if the assumptions used
to measure the recoverable amount changed by the following percentages:
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Cost of revenues, selling and distribution costs, general and administrative expenses include
the following for the years ended 31 December:
In 2014, 2013 and 2012, the Group recognised (expense)/income on allowance or net reversal of
the allowance for net realisable value in the amount of $(7) million, $35 million and $2 million,
respectively.
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Evraz Group S.A.
Interest expense consisted of the following for the years ended 31 December:
US$ million 2014 2013 2012
Bank interest $ (55) $ (98) $ (103)
Interest on bonds and notes (423) (475) (484)
Finance charges payable under finance leases (1) (1) (3)
Net interest expense on employee benefits
obligations (Note 23) (27) (35) (37)
Discount adjustment on provisions (Note 24) (15) (19) (19)
Other (9) (9) (7)
$ (530) $ (637) $ (653)
Interest income consisted of the following for the years ended 31 December:
US$ million 2014 2013 2012
Interest on bank accounts and deposits $ 8 $ 11 $ 13
Interest on loans and accounts receivable 4 5 6
Interest on loans receivable from related parties 2 – –
Other 4 3 4
$ 18 $ 19 $ 23
Gain/(loss) on financial assets and liabilities included the following for the years ended
31 December:
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Evraz Group S.A.
8. Income Taxes
The Group’s income was subject to tax at the following tax rates:
Major components of income tax expense for the years ended 31 December were as follows:
US$ million 2014 2013 2012
Current income tax expense $ (352) $ (223) $ (336)
Adjustment in respect of income tax of
previous years (1) (6) 69
Deferred income tax benefit/(expense)
relating to origination and reversal of
temporary differences 69 281 38
The major part of income taxes is paid in the Russian Federation. A reconciliation of income tax
expense applicable to profit before income tax using the Russian statutory tax rate to income tax
expense as reported in the Group’s consolidated financial statements for the years ended
31 December is as follows:
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Evraz Group S.A.
The increase in the amount of non-deductible expenses and unrecognised temporary differences is
mostly caused by the significant forex exchange losses and losses on derivatives (Note 25), which
either cannot be utilised or cannot be deductible for tax purposes in certain subsidiaries.
Deferred income tax assets and liabilities and their movements for the years ended 31 December
were as follows:
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Evraz Group S.A.
As of 31 December 2014, 2013 and 2012, deferred income taxes in respect of undistributed
earnings of the Group’s subsidiaries have not been provided for, as management does not intend
to distribute accumulated earnings in the foreseeable future. The current tax rate on intra-group
dividend income varies from 0% to 10%. The temporary differences associated with investments
in subsidiaries were not recognised as the Group is able to control the timing of the reversal of
these temporary differences and does not intend to reverse them in the foreseeable future.
In the context of the Group’s current structure, tax losses and current tax assets of the different
companies may not be set off against current tax liabilities and taxable profits of other companies,
except for the companies registered in Cyprus and Russia where group relief can be applied. As of
31 December 2014, the unused tax losses carry forward approximated $7,222 million (2013:
$6,907 million, 2012: $5,677 million). The Group recognised deferred tax assets of $116 million
(2013: $165 million, 2012: $104 million) in respect of unused tax losses. Deferred tax asset in the
amount of $1,719 million (2013: $1,542 million, 2012: $1,349 million) has not been recorded as it is
not probable that sufficient taxable profits will be available in the foreseeable future to offset these
losses. Tax losses of $6,585 million (2013: $6,054 million, 2012: $4,860 million) for which deferred
tax asset was not recognised arose in companies registered in Luxembourg, Cyprus, Russia,
Republic of South Africa, USA, Italy, Czech Republic and Ukraine. Losses in the amount of
$6,331 million (2013: $5,572 million, 2012: $4,582 million) are available indefinitely for offset
against future taxable profits of the companies in which the losses arose and $254 million will
expire during 2015–2025 (2013: $481 million, 2012: $278 million).
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Evraz Group S.A.
Cost:
Land $ 123 $ 157 $ 183
Buildings and constructions 1,792 2,676 2,837
Machinery and equipment 4,773 6,326 6,322
Transport and motor vehicles 206 326 413
Mining assets 1,639 2,774 3,039
Other assets 56 66 77
Assets under construction 269 736 1,186
8,858 13,061 14,057
Accumulated depreciation, depletion and
impairment losses:
Buildings and constructions (776) (1,193) (1,222)
Machinery and equipment (2,562) (3,033) (2,906)
Transport and motor vehicles (130) (194) (232)
Mining assets (979) (1,585) (1,651)
Other assets (43) (48) (56)
(4,490) (6,053) (6,067)
The movement in property, plant and equipment for the year ended 31 December 2014 was as
follows:
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Evraz Group S.A.
The movement in property, plant and equipment for the year ended 31 December 2013 was as
follows:
The movement in property, plant and equipment for the year ended 31 December 2012 was as
follows:
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Evraz Group S.A.
Assets under construction include prepayments to constructors and suppliers of property, plant and
equipment in the amount of $19 million, $92 million and $287 million as of 31 December 2014,
2013 and 2012, respectively.
On 1 January 2014, certain of the Group’s subsidiaries reassessed the remaining useful lives of
property, plant and equipment, which resulted in a $52 million decrease in depreciation expense as
compared to the amounts that would have been charged had no change in estimate occurred.
Impairment losses were identified in respect of certain items of property, plant and equipment that
were recognised as functionally obsolete or as a result of the testing at the level of cash-generating
units (Note 6).
The amount of borrowing costs capitalised during the year ended 31 December 2013 was
$9 million (2012: $16 million, 2011: $13 million). In 2013, the rate used to determine the amount of
borrowing costs eligible for capitalisation was 4.8% (2013: 5.3%, 2012: 4.8%), which is the
effective interest rate of borrowings that were outstanding during the period, other than borrowings
made specifically for the purpose of obtaining qualifying assets.
As of 31 December 2014, 2013 and 2012, water rights and environmental permits with a carrying
value of $57 million had an indefinite useful life.
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Evraz Group S.A.
The movement in intangible assets for the year ended 31 December 2014 was as follows:
Water rights
Customer and environ-
relation- mental Contract
US$ million ships permits terms Other Total
At 31 December 2013, cost, net of accumulated
amortisation $ 448 $ 57 $ 44 $ 37 $ 586
Additions – – – 3 3
Amortisation charge (60) – (4) (7) (71)
Impairment loss recognised in statement of
operations (16) – – – (16)
Transfer to assets held for sale (1) – – – (1)
Translation difference (32) – (17) (12) (61)
At 31 December 2014, cost, net of accumulated
amortisation $ 339 $ 57 $ 23 $ 21 $ 440
The movement in intangible assets for the year ended 31 December 2013 was as follows:
Water rights
Customer and environ-
relation- mental Contract
US$ million ships permits terms Other Total
At 31 December 2012, cost, net of accumulated
amortisation $ 654 $ 57 $ – $ 24 $ 735
Assets acquired in business combination – – – 17 17
Additions – – 47 4 51
Amortisation charge (86) – (1) (6) (93)
Impairment loss recognised in statement of
operations (68) – – (1) (69)
Translation difference (52) – (2) (1) (55)
At 31 December 2013, cost, net of accumulated
amortisation $ 448 $ 57 $ 44 $ 37 $ 586
The movement in intangible assets for the year ended 31 December 2012 was as follows:
Water rights
Customer and environ-
relation- mental Contract
US$ million ships permits terms Other Total
At 31 December 2011, cost, net of
accumulated amortisation $ 750 $ 57 $ 12 $ 19 $ 838
Assets acquired in business combination 1 – – – 1
Additions – – – 13 13
Amortisation charge (99) – – (4) (103)
Emission allowances granted – – – 4 4
Emission allowances used/sold/purchased for
the period – – – (7) (7)
Impairment loss recognised in statement of
operations – – – (1) (1)
Transfer to assets held for sale – – (12) – (12)
Translation difference 2 – – – 2
At 31 December 2012, cost, net of
accumulated amortisation $ 654 $ 57 $ – $ 24 $ 735
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Evraz Group S.A.
The Group accounted for investments in joint ventures and associates under the equity method.
Other
US$ million Corber Streamcore associates Total
Share of profit/(loss) of joint ventures and associates which is reported in the statement of
operations comprised the following:
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Evraz Group S.A.
Corber
Corber Enterprises S.à.r.l (“Corber”) was a joint venture established in 2004 for the purpose of
exercising joint control over economic activities of Raspadskaya Mining Group. Since March 2014
Corber is registered in Luxembourg.The Group had a 50% share in the joint venture, i.e.
at 31 December 2014, 2013 and 2012 it effectively owned approximately 41% in
JSC Raspadskaya.
The table below sets forth Corber’s assets and liabilities as of 31 December:
US$ million 2014 2013 2012
Mineral reserves $ 345 $ 678 $ 742
Other property, plant and equipment 482 857 924
Other non-current assets 110 105 70
Inventories 39 73 111
Accounts and notes receivable 51 101 252
Cash 27 6 8
Total assets 1,054 1,820 2,107
Non-current liabilities 509 543 617
Deferred income tax liabilities 80 155 172
Current liabilities 107 107 106
Total liabilities 696 805 895
Non-controlling interests 69 187 223
Net assets $ 289 $ 828 $ 989
Group’s share of net assets 145 414 495
Add: cost of guarantee 2 2 2
Less: unrealised profits in inventory
balance – (1) –
Investment $ 147 $ 415 $ 497
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Evraz Group S.A.
In 2012, Raspadskaya, a subsidiary of Corber, the Group’s joint venture, made a buyback of
9.94% of its shares from shareholders. At the end of February 2012, Corber sold 48,351,712
shares back to Raspadskaya for $248 million. As a result of the buyback, Corber effectively
acquired an additional 1.95% share in Raspadskaya and its ownership interest increased to
81.95%.
The Group’s share in the excess of the amounts of consideration over the carrying values of non-
controlling interests acquired amounting to $22 million was charged to accumulated profits of the
Group.
Return of Capital
In September 2012, the Board of directors of Corber decided to reduce its additional paid-in capital
by $76 million by the return of funds to its shareholders. The Group received $38 million in cash.
Kazankovskaya
ZAO Kazankovskaya (“Kazankovskaya”) is a Russian coal mining company that was acquired as
part of the purchase of Yuzhkuzbassugol in 2007. The Group owned 50% in Kazankovskaya.
The table below sets forth Kazankovskaya’s assets and liabilities as of 31 December:
In January 2013, the Group acquired an additional 50% in Kazankovskaya from Magnitogorsk
Steel Plant for a cash consideration of 167 US dollars. The primary reason for the business
combination was a preparation for the subsequent sale of the mine. The Group fully impaired
$14 million goodwill, which arose on this acquisition. In August 2013, Kazankovskaya was sold
(Note 12).
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Evraz Group S.A.
Streamcore
The Group owns a 50% interest in Streamcore (Cyprus), a joint venture established for
the purpose of exercising joint control over facilities for scrap procurement and processing in
Siberia, Russia.
The table below sets forth Streamcore’s assets and liabilities as of 31 December:
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Evraz Group S.A.
The major classes of assets and liabilities of the disposal groups measured at the lower of carrying
amount and fair value less costs to sell were as follows as of 31 December:
The net assets of disposal groups classified as held for sale at 31 December related to the
following reportable segments:
At 31 December 2013 and 2012, the disposal groups held for sale relating to the steel segment
consisted mostly of the assets and liabilities of EVRAZ Vitkovice Steel sold in April 2014. In 2012,
the difference between the carrying value of the net assets of the subsidiary and the expected
consideration amounting to $78 million was recognised as a loss on disposal groups classified as
held for sale and in 2013 it was fully reversed due to the change in the amount of consideration.
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Evraz Group S.A.
The table below demonstrates the carrying values of assets and liabilities, at the dates of disposal,
of the subsidiaries and other business units disposed of during 2012–2014.
The net assets of disposal groups sold in 2012–2014 related to the following reportable segments:
Cash flows on disposal of subsidiaries and other business units were as follows:
US$ million 2014 2013 2012
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Evraz Group S.A.
On 3 April 2014, the Group sold its wholly-owned subsidiary EVRAZ Vitkovice Steel to a third party
for a cash consideration of $287 million on a debt free and normalised working capital basis.
Transaction costs amounted to $3 million. As of 31 December 2014, the Group owed $25 million to
the purchaser of EVRAZ Vitkovice Steel. The Group recognised a $90 million gain on the sale of
the subsidiary, including $61 million of cumulative exchange gains reclassified from other
comprehensive income to the consolidated statement of operations. Cash disposed with the
subsidiary amounted to $20 million.
Assets of Evrazruda
In 2014, the Group sold an iron ore mine and heat and power plant located in the Krasnoyarsk and
Kemerovo regions of Russia. The gain on these transactions amounted to $25 million, including
$5 million of cumulative exchange gains reclassified from other comprehensive income to the
consolidated statement of operations.
In 2013, the Group sold 2 iron ore mines, ore processing plant and 2 electricity generating
companies located in the Khakassia region of Russia. The gain on these transactions amounted to
$21 million.
VGOK
In October 2013, the Group sold a wholly-owned subsidiary EVRAZ Vysokogorsky Iron Ore Mining
and Processing Plant (“VGOK”) to NPRO URAL. The consideration comprised $20 million cash
with a net present value of $18 million and the fair value of a 10-year agreement for the processing
by VGOK of certain EVRAZ NTMK’s waste products. The fair value of this contract was measured
based on an incremental income to the Group and approximated $47 million. It was recognised as
an intangible asset within the Contract terms category.The Group recognised a $2 million loss on
the sale of VGOK, including $23 million of cumulative exchange losses reclassified from other
comprehensive income to the consolidated statement of operations.
In September 2013, the Group sold Central Heat and Power Plant located in the Kemerovo region
(Russia) for 300 US dollars. The Group recognised a $1 million loss on this transaction.
Mines of Yuzhkuzbassugol
In 2013, the Group sold 3 coal mines in the Kemerovo region of Russia: Yubileinaya,
Gramoteinskaya and Kazankovskaya. The aggregate consideration amounted to 630 US dollars.
The Group recognised a gain of $34 million on these transactions, including $1 million cumulative
exchange gains reclassified from other comprehensive income to the consolidated statement of
operations.
Evraztrans
In December 2012, the Group sold to a third party a business of its wholly owned subsidiary
Evraztrans, which renders long-distance railway transportation services using own and rented
railcars. Cash consideration amounted to $306 million. The Group recognised a gain of
$190 million on this transaction.
In August 2012, the Group sold to its parent a controlling interest in a loss-making coke-chemical
plant located in Ukraine. Cash consideration amounted to $4. The Group recognised a $68 million
loss on this sale, including $82 million of cumulative exchange losses reclassified from other
comprehensive income to the consolidated statement of operations.
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Evraz Group S.A.
In April 2012, the Group sold its ownership interest in a subsidiary whose assets comprised only
rights under a long-term lease of land to be used for a construction of a commercial seaport in
Ukraine. These rights were included in contract terms category of the intangible assets. In 2010,
the Group recognised an impairment loss of $30 million in respect of these rights due to the
change in plans for the use of this land. In 2012, the Group recognised a $20 million loss on sale of
this subsidiary, including a $14 million of cumulative exchange losses reclassified from other
comprehensive income to the consolidated statement of operations.
Other disposal groups held for sale included a few small subsidiaries involved in non-core activities
(construction business, trading activity and recreational services) and other non-current assets.
The Group holds approximately 15% in Delong Holdings Limited (“Delong”), a flat steel producer
headquartered in Beijing (China). The investments in Delong are measured at fair value based on
market quotations ($16 million, $28 million and $21 million at 31 December 2014, 2013 and 2012,
respectively). The change in the fair value of these shares is initially recorded in other
comprehensive income.
In 2013 and 2012, the Group recognised a gain of $7 million and $4 million, respectively, on
the increase in market quotations in other comprehensive income. In 2014, an $11 million
impairment loss relating to the decline in quotations of Delong shares was recorded through other
comprehensive income and $1 million was recognised in the statement of operations.
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Evraz Group S.A.
14. Inventories
As of 31 December 2014, 2013 and 2012, the net realisable value allowance was $46 million,
$56 million and $102 million, respectively.
As of 31 December 2014, 2013 and 2012, certain items of inventory with an approximate carrying
amount of $25 million, $63 million and $319 million, respectively, were pledged to banks as
collateral against loans provided to the Group (Note 22).
Ageing analysis and movement in allowance for doubtful accounts are provided in Note 28.
Related parties of the Group include associates and joint venture partners, key management
personnel and other entities that are under the control or significant influence of the key
management personnel, the Group’s ultimate parent or its shareholders. In considering each
possible related party relationship, attention is directed to the substance of the relationship, not
merely the legal form.
In 2014, 2013 and 2012, the Group recognised an expense for bad and doubtful debts of related
parties in the amount of $Nil, $Nil and $4 million, respectively.
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Evraz Group S.A.
Transactions with related parties were as follows for the years ended 31 December:
Sales to Purchases from
related parties related parties
US$ million 2014 2013 2012 2014 2013 2012
Genalta Recycling Inc. $ – $ – $ – $ 24 $ 22 $ 14
Interlock Security Services 1 1 1 39 51 48
Kazankovskaya – – 1 – – 1
Raspadskaya 55 22 8 169 106 127
Vtorresource-Pererabotka 17 16 14 465 462 485
Yuzhny GOK 42 62 66 125 150 124
Other entities 5 11 9 16 26 31
$ 120 $ 112 $ 99 $ 838 $ 817 $ 830
In addition to the disclosures presented in this note, some of the balances and transactions with
related parties are disclosed in Notes 4, 11, 13 and 25.
Genalta Recycling Inc. is a joint venture of a Canadian subsidiary of the Group. It sells scrap metal
to the Group.
Interlock Security Services is a group of entities controlled by a member of the key management
personnel, which provide security services to the Russian and Ukrainian subsidiaries of the Group.
Kazankovskaya was an associate of the Group (Note 11). The Group purchased coal from the
entity and sold mining equipment and inventory to Kazankovskaya. In 2012, the Group issued
short-term loans to Kazankovskaya bearing an interest rate ranging from 8.1% to 8.5% per annum.
At the reporting dates, the Group assessed the recoverability of these loans and recognised a loss,
which was included in the other non-operating expenses caption of the consolidated statement of
operations (2012: $5 million). In 2013, the Group acquired a controlling interest in Kazankovskaya
(Note 11) and subsequently sold the subsidiary to a third party (Note 12), consequently, this entity
ceased to be a related party to the Group.
Lanebrook Limited is a controlling shareholder of the Company. In 2008, the Group acquired from
Lanebrook a 1% ownership interest in Yuzhny GOK for a cash consideration of $38 million
(Note 18). As part of the transaction, the Group signed a put option agreement that gives the
Group the right to sell these shares back to Lanebrook Limited for the same amount. In January
2014, the Group sold 0.14% of the shares to Lanebrook Limited for $6 million. The put option for
the remaining shares expires on 31 December 2015.
In addition, in 2012 the Group sold one of its subsidiaries to Lanebrook (Note 12).
Raspadskaya (Note 11) sells coal to the Group and the Group sells steel products and renders
services to Raspadskaya.
Yuzhny GOK, an ore mining and processing plant, is an associate of Lanebrook Limited. The
Group sold steel products to Yuzhny GOK and purchased sinter from the entity. In 2014,
the volume of purchases was 1,486,415 tonnes. In 2014, the Ukrainian hryvnia has depreciated
against the US dollar by 97%. As a result, the Group recognised a $88 million foreign exchange
loss on the balances and transactions with Yuzhny GOK.
The transactions with related parties were based on prevailing market terms.
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Evraz Group S.A.
On 1 April 2014, the Group received a non-interest bearing loan of 2,935 million Ukrainian hryvnias
($267 million at the exchange rate as of the date of disbursement) from Standart IP, an entity
under control of one of the major shareholders. The proceeds were used for the purposes of short-
term liquidity management for a Ukrainian subsidiary. The loan was fully repaid in several
instalments by 10 April 2014.
As of 31 December 2014, the Group’s non-current financial assets include a loan issued to
Raspadskaya in the amount of $39 million (2013: $45 million). The loan earns interest of 4.7% per
annum and matures on 31 July 2016.
In June 2013, the Group received from EVRAZ Greenfield Development S.A. a bridge loan of
$300 million, which was repaid in July 2013. The loan bore interest of 3% per annum.
Key management personnel include the following positions within the Group:
directors of the Company,
vice presidents,
top managers of major subsidiaries.
In 2014, 2013 and 2012, key management personnel totalled 41, 48 and 49 people, respectively.
Total compensation to key management personnel were included in general and administrative
expenses in the consolidated statement of operations and consisted of the following:
US$ million 2014 2013 2012
Salary $ 17 $ 19 $ 18
Performance bonuses 29 13 14
Social security taxes 3 3 3
Share-based payments (Note 21) 14 11 10
Termination benefits 1 – –
Other benefits 1 1 1
$ 65 $ 47 $ 46
Input VAT, representing amounts payable or paid to suppliers, is recoverable from the tax
authorities via offset against VAT payable to the tax authorities on the Group’s revenue or direct
cash receipts from the tax authorities. Management periodically reviews the recoverability of the
balance of input value added tax and believes it is fully recoverable within one year.
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Evraz Group S.A.
As of 31 December 2014, the Group had no shares of EVRAZ plc (143,068 and 146,731 at
31 December 2013 and 2012, respectively).
In 2014, the Group purchased 3,902,217 shares of EVRAZ plc for $7 million and transferred them to
participants of Incentive Plans (Note 21). In addition, participants received 3,839,883 shares from
EVRAZ plc. The cost of the shares gifted under Incentive Plans by the Group, amounting to
$7 million, was charged to additional paid-in capital. The Group sold 143,068 shares to EVRAZ plc.
In 2013, the Group purchased 2,122,555 shares of EVRAZ plc for $3 million and transferred
2,126,217 shares to participants of Incentive Plans (Note 21). In addition, participants received
1,438,095 shares from EVRAZ plc. The cost of the shares gifted under Incentive Plans by the Group,
amounting to $3 million, was charged to additional paid-in capital.
In 2012, the Group purchased 869,469 shares of EVRAZ plc for $4 million and transferred 1,498,148
shares to participants of Incentive Plans (Note 21). The cost of the shares gifted under Incentive
Plans, amounting to $11 million, was charged to additional paid-in capital.
Cash and cash equivalents, mainly consisting of cash at banks, were denominated in the following
currencies as of 31 December:
At 31 December 2014, 2013 and 31 December 2012, the assets of disposal groups classified as
held for sale included cash amounting to Nil, $7 million and $8 million, respectively.
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Evraz Group S.A.
20. Equity
Share Capital
The issued and fully paid share capital of Evraz Group S.A. included 7,333,333 shares which were
issued at zero consideration in 2009.
In July 2013, the Company issued 1,000 ordinary shares with par value of €2 each and received
from its parent $100 million for these shares.
Treasury Shares
At 31 December 2014, 2013 and 2012, the Company had 7,333,333 treasury shares.
Earnings per share are calculated by dividing the net income attributable to ordinary shareholders
by the weighted average number of ordinary shares in issue during the period. Diluted earnings per
share amounts are calculated by dividing the net profit attributable to ordinary equity holders by the
weighted average number of ordinary shares outstanding during the period plus the weighted
average number of ordinary shares that would be issued on the conversion of all the potential
dilutive ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share
computations:
The weighted average number of ordinary shares for basic earnings per share does not include
7,333,333 shares of Evraz Group S.A. issued in 2009 to Lanebrook in exchange for the right to
receive 7,333,333 shares lent under the shares lending transactions. These transactions had no
impact on equity, as the Group's net assets did not change as a result of these transactions.
In 2012-2014, share-based awards (Note 21) were antidilutive as the Group reported net losses.
There have been no other transactions involving ordinary shares or potential ordinary shares
between the reporting date and the date of completion of these consolidated financial statements.
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Evraz Group S.A.
Dividends
Evraz Group S.A. declared to its parent the following aggregate amounts of dividends:
Dividends
declared, US$ per
US$ million share
Interim for 2012 390 2.62
Interim for 2013 715 4.80
Final for 2013 150 1.01
On 15 May 2014, the Company declared final dividends for 2013 in the amount of $150 million,
which were fully paid in 2014.
In addition, certain subsidiaries of the Group declared dividends. The share of non-controlling
shareholders in those dividends was $3 million, $1 million and $1 million in 2014, 2013 and 2012.
Legal Reserve
According to the Luxembourg Law, Evraz Group S.A. is required to create a legal reserve of 10%
of share capital per the Luxembourg statutory accounts by annual appropriations which should be
at least 5% of the annual net profit per statutory financial statements. The legal reserve can be
used only in case of a bankruptcy. This reserve was recorded within Other reserves in 2011.
In 2011, prior to the Group’s reorganisation, Evraz Group S.A. declared interim dividends in the
amount of $491 million, which were charged against accumulated profits. At the annual meeting
held in 2012, the shareholders of Evraz Group S.A. approved the distribution of those dividends
from share premium of Evraz Group S.A. Consequently, in 2012, the Group decreased its
additional paid-in capital and increased accumulated profits by $491 million.
In 2012, the Group acquired non-controlling interests in certain subsidiaries (Note 4). The excess
of consideration over the carrying value of non-controlling interests amounting to $30 million was
charged to accumulated profits.
In 2012, the Group acquired an additional 9.996% ownership interest in the Mezhegey coal field
project and its share increased to approximately 60.016% (Note 4). During 2012 the non-
controlling shareholder contributed $7 million to the Mezhegey coal field project.
On 13 October 2011, 6 September 2012 and 24 September 2013 and 8 August 2014 the Group
adopted Incentive Plans under which certain senior executives and employees (“participants”)
could be gifted shares of the parent company upon vesting.
The vesting date for each tranche occurs within the 90-day period after announcement of the
annual results. The expected vesting dates of the awards outstanding at 31 December 2014 are
presented below:
Number of Shares of Incentive Plan Incentive Plan Incentive Plan
EVRAZ plc Total 2014 2013 2012
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The plans are administrated by the Board of Directors of EVRAZ plc. The Board of Directors has
the right to accelerate vesting of the grant. In the event of a participant’s employment termination,
unless otherwise determined by the Board or by a decision of the authorised person, a participant
loses the entitlement for the shares that were not gifted up to the date of termination.
The Group accounted for share-based compensation at fair value pursuant to the requirements of
IFRS 2 “Share-based Payment”. The weighted average fair value of share-based awards granted
in 2014, 2013 and 2012 was $1.51, $1.89 and $3.41 per share of EVRAZ plc, respectively. The fair
value of these awards was estimated at the date of grant and measured at the market price of the
shares of a parent company reduced by the present value of dividends expected to be paid during
the vesting period. The following inputs, including assumptions, were used in the valuation:
Incentive Plan Incentive Plan Incentive Plan Incentive Plan
2014 2013 2012 2011
Dividend yield (%) 3.6 – 4.8 4.0 – 8.8 1.9 – 5.4 3.6 – 4.8
Expected life (years) 0.6 – 3.6 0.6 – 3.6 0.6 – 2.6 0.5 – 2.5
Market prices of the shares of EVRAZ
plc $1.68 $2.13 $3.61 $51.57
The following table illustrates the number of, and movements in, share-based awards during the
years.
In 2014 and 2013, the actual quantity of the vested shares transferred by EVRAZ plc to the
participants was reduced by 596,896 and 325,164 shares, respectively, that represent withholding
taxes and other deductions.
The weighted average share price at the dates of exercise was $1.72, $1.52 and $4.31 in 2014,
2013 and 2012, respectively.
The weighted average remaining contractual life of the share-based awards outstanding as of
31 December 2014, 2013 and 2012 was 1.6, 1.7 and 1.2 years, respectively.
In the years ended 31 December 2014, 2013 and 2012, expense arising from the equity-settled
share-based compensations was as follows:
As of 31 December 2014, 2013 and 2012, total interest-bearing loans and borrowings consisted of
short-term loans and borrowings in the amount of $164 million, $1,069 million and $285 million,
respectively, and long-term loans and borrowings in the amount of $5,524million, $6,278 million
and $7,647 million, respectively, including the current portion of long-term liabilities of $532 million,
$660 million and $1,164 million, respectively.
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At 31 December 2014, 2013 and 2012, the borowings relating to the subsidiaries classified as held
for sale (Note 12) amounted to $Nil, $76 million and $65 million of short-term loans. In the
statement of financial position they were included in liabilities directly associated with the assets
held for disposal.
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Pledged Assets
The Group pledged its rights under some export contracts as collateral under the loan agreements.
All proceeds from sales of steel pursuant to these contracts can be used to satisfy the obligations
under the loan agreements in the event of a default.
At 31 December 2014, 2013 and 2012, the Group had inventory with a carrying value of
$25 million, $63 million and $319 million, respectively, pledged as collateral under the loan
agreements. At 31 December 2014, 100% shares of EVRAZ Caspian Steel were pledged as
collateral under bank loans with a carrying value of $100 million. This subsidiary represented 1.4%
of the consolidated assets at 31 December 2014 and generated $6 million of intra-group revenues
in 2014.
In March 2013, the holders of 9.25% rouble-denominated notes received an option to accept a new
coupon of 8.75% per annum till 20 March 2015 or put the notes back to the Group at a nominal
value. By 26 March 2013, the date of the expiration of the option, the Group re-purchased back
notes totalling 12,265 million roubles ($399 million at the exchange rate as of the date of the
transaction). The remaining notes with the aggregate principal amount of 2,735 million roubles
($84 million at the exchange rate as of 31 December 2013) continue to be traded on the Moscow
Exchange.
The Group has a right to resell the repurchased notes on the market at any time and at its own
discretion. In April and May 2013, the Group resold part of the notes for 1,000 roubles each and
received 1,150 million roubles ($35 million at the exchange rate as of 31 December 2013).
In November 2014, the Group issued 7.5% senior secured notes due 2019 notes in the amount of
$350 million. The proceeds from the issue of the notes were used for the partial repayment of the
8.25% notes maturing on 10 November 2015.
In April 2013, the Group issued notes for the amount of $1,000 million due in 2020. The notes bear
semi-annual coupon at the annual rate of 6.50% and must be redeemed at their principal amount
on 22 April 2020. The proceeds from the issue of the notes were used for the repayment of the
8.875% notes maturing on 24 April 2013, as well as certain bank loans.
In April 2012, the Group issued notes in the amount of $600 million due in 2017. The notes bear
semi-annual coupon at the annual rate of 7.40% and must be redeemed at their principal amount
on 24 April 2017. The proceeds from the issue of the notes were used for the repayment of certain
bank loans.
In 2014, the Group partially repurchased 8.25% notes due 2015 for a cash consideration of
$437 million. The nominal value of the notes was $439 million. As a result, the Group recognised
a loss on extinguishment of debts in the amount of $6 million within gain/(loss) on financial assets
and liabilities caption of the consolidated statement of operations (Note 7).
In 2014, the Group partially repurchased 7.75% bonds due 2015 for a cash consideration of
$6 million. The nominal value of the bonds was $8 million. As a result, the Group recognised a gain
on extinguishment of debts in the amount of $2 million within gain/(loss) on financial assets and
liabilities caption of the consolidated statement of operations (Note 7).
In April 2014, the Group repurchased 13.5% bonds due 16 October 2014 for a nominal amount
totalling 2,258 million roubles ($64 million at the exchange rates as of the dates of the
transactions). In October 2014, the Group settled the remaining 17,742 million roubles
($440 million at the date of the transaction). There was no gain or loss on these transactions.
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Some of the loan agreements and terms and conditions of notes provide for certain covenants in
respect of Evraz Group S.A., its parent and subsidiaries. The covenants impose restrictions in
respect of certain transactions and financial ratios, including restrictions in respect of indebtedness
and profitability.
$500 million pre-export credit facility received in 2014 from a syndicate of banks is subject to
certain financial maintenance covenants. These covenants require EVRAZ plc to maintain two key
ratios, consolidated net indebtedness to 12-month consolidated EBITDA and 12-month
consolidated EBITDA to adjusted 12-month consolidated interest expense, within certain limits.
Also the covenants contain a limitation on the amount of EVRAZ plc total consolidated
indebtedness. A breach of one or both of these ratios or excess of the indebtedness limit would
constitute an event of default under the facility which in turn may trigger cross default events under
other debt instruments of the Group. The facility terms also set certain limitations on dividend
payments by EVRAZ plc, acquisitions and disposals.
Notes due in 2015, 2017, 2018 and 2020 totalling $3,098 million issued by Evraz Group S.A., have
covenants restricting the incurrence of indebtedness by the issuer and its consolidated subsidiaries
conditional on a gross leverage ratio. While the ratio level itself does not constitute a breach of
covenants, exceeding the threshold triggers a restriction on incurrence of consolidated
indebtedness, which is removed once the ratio goes back below the threshold. The effect of the
restriction is such that Evraz Group S.A. and its subsidiaries are not allowed to increase the
consolidated indebtedness at the level of Evraz Group S.A., but are allowed to refinance existing
indebtedness subject to certain conditions.
The $350 million notes due 2019 issued by Evraz Inc NA Canada in November 2014 have certain
covenants, that contain restrictions on the incurrence of new debt by EVRAZ North America plc,
the parent company of Evraz Inc NA and Evraz Inc NA Canada, and its subsidiaries (together,
“Evraz North America”) and restrictions on the certain type of payments, including dividends, from
Evraz North America.
OOO UK Mezhegeyugol, which is a direct subsidiary of EVRAZ plc, is not subject to restrictions
imposed by the above mentioned covenants. However, as a borrower of a $195 million project loan
by Gazprombank, it is restricted from incurring any additional indebtedness without the consent of
the lender.
The incurrence covenants are in line with the Group’s financial strategy and, therefore, do not
constitute any excessive restriction on its operations.
In addition to the incurrence covenants mentioned above, at 31 December 2014 the Group had
loans with an aggregate principal amount of $341 million, which are subject to financial
maintenance covenants. Under $251 million out of this amount the covenants require Evraz
Group S.A. to maintain two key ratios, consolidated net indebtedness to 12-month consolidated
EBITDA and 12-month consolidated EBITDA to adjusted 12-month consolidated interest expense,
within certain limits, under the remaining $90 million only the first ratio is applicable. A breach of
one or both of the ratios would constitute an event of default under the above mentioned facility
agreements, which in its turn may trigger cross default events under other debt instruments of
Evraz Group S.A. and its subsidiaries.
During 2014 the Group was in compliance with all financial and non-financial covenants.
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Unamortised debt issue costs represent agent commission and transaction costs paid by
the Group in relation to the arrangement and reset of loans and notes.
Russian Plans
Certain Russian subsidiaries of the Group provide regular lifetime pension payments and lump-
sum amounts payable at retirement date. These benefits generally depend on years of service,
level of remuneration and amount of pension payment under the collective bargaining agreements.
Other post-employment benefits consist of various compensations and certain non-cash benefits.
The Group funds the benefits when the amounts of benefits fall due for payment.
In addition, some subsidiaries have defined benefit plans under which contributions are made to
a separately administered non-state pension fund. The Group matches 100% of the employees’
contributions to the fund up to 4% of their monthly salary. The Group’s contributions become
payable at the participants’ retirement dates.
Defined contribution plans represent payments made by the Group to the Russian state pension,
social insurance, medical insurance and unemployment funds at the statutory rates in force, based
on gross salary payments. The Group has no legal or constructive obligation to pay further
contributions in respect of those benefits.
Ukrainian Plans
The Ukrainian subsidiaries make regular contributions to the State Pension Fund thereby
compensating preferential pensions paid by the fund to employees who worked under harmful and
hard conditions. The amount of such pension depends on years of service and salary.
In 2011 and before, these preferential pensions were partially funded by the State Pension Fund.
The Ukrainian subsidiaries gradually increased these contributions and starting from 2012 they pay
100% of preferential pensions. In addition, employees receive lump-sum payments on retirement
and other benefits under collective labour agreements. These benefits are based on years of
service and level of compensation. All these payments are considered as defined benefit plans.
In 2013, the amended pension legislation introduced annual indexation of pensions, at least up to
the level of CPI. The indexation of pensions in a particular year depends on the availability of
financial resources in the State pension fund. The subsidiaries are obliged to pay preferential
pensions indexed according to the government’s decision. The Group determined the amount of
defined benefit obligations based on the assumption that pensions will be indexed despite possible
insufficiency of money in the State pension fund, which would result in a non-fulfilment of this law
by the fund itself and, consequently, would cancel the obligations of Ukrainian enterprises to pay
higher pensions.
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Other Plans
Defined benefit pension plans and defined contribution plans are maintained by the subsidiaries
located in South Africa, Italy and the Czech Republic.
The Russian, Ukrainian and other defined benefit plans are mostly unfunded and the US and
Canadian plans are partially funded.
The Group’s defined benefit plans are exposed to the risks of unexpected growth in benefit
payments as a result of increases in life expectancy, inflation, and salaries. As the plan assets
include significant investments in quoted and unquoted equity shares, corporate and government
bonds and notes, the Group is also exposed to equity market risk.
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The components of net benefit expense recognised in the consolidated statement of operations for
the years ended 31 December 2014, 2013 and 2012 and amounts recognised in the consolidated
statement of financial position as of 31 December 2014, 2013 and 2012 for the defined benefit
plans were as follows:
Net benefit expense (recognised in the statement of operations within cost of sales and
selling, general and administrative expenses and interest expense)
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Current service cost $ (4) $ (3) $ (19) $ – $ (26)
Net interest expense (12) (7) (6) (2) (27)
Net actuarial gains/(losses) on other long-
term employee benefits obligation 16 – – – 16
Curtailment gain 6 – – – 6
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Current service cost $ (8) $ (4) $ (23) $ (1) $ (36)
Net interest expense (16) (9) (9) (1) (35)
Net actuarial gains/(losses) on other long-
term employee benefits obligation 3 – – 1 4
Past service cost (7) – – – (7)
Curtailment gain 2 – 2 – 4
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Current service cost $ (6) $ (3) $ (20) $ – $ (29)
Net interest expense (17) (8) (10) (2) (37)
Net actuarial gains/(losses) on other long-
term employee benefits obligation (5) – – – (5)
Past service cost (5) – (1) – (6)
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US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Return on plan assets, excluding amounts
included in net interest expense $ – $ – $ 46 $ – $ 46
Net actuarial gains/(losses) on post-
employment benefit obligation 5 (17) (78) (1) (91)
Effect of assets ceiling – – 2 – 2
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Return on plan assets, excluding amounts
included in net interest expense $ (1) $ – $ 30 $ – $ 29
Net actuarial gains/(losses) on post-
employment benefit obligation 36 (11) 48 1 74
$ 35 $ (11) $ 78 $ 1 $ 103
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
Return on plan assets, excluding amounts
included in net interest expense $ – $ – $ 27 $ – $ 27
Net actuarial gains/(losses) on post-
employment benefit obligation (20) (5) (75) (1) (101)
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31 December 2013
US
Russian Ukrainian & Canadian Other
US$ million Plans plans plans plans Total
Benefit obligation $ 192 $ 83 $ 728 $ 14 $ 1,017
Plan assets (1) – (564) – (565)
191 83 164 14 452
31 December 2012
US
Russian Ukrainian & Canadian Other
US$ million Plans plans plans plans Total
Benefit obligation $ 251 $ 68 $ 793 $ 19 $ 1,131
Plan assets (1) – (537) – (538)
250 68 256 19 593
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US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
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The weighted average duration of the defined benefit obligation was as follows:
US
Russian Ukrainian & Canadian Other
US$ million plans plans plans plans Total
At 31 December 2011 $ 1 $ – $ 470 $ – $ 471
The amount of contributions expected to be paid to the defined benefit plans during 2014
approximates $59 million.
The major categories of plan assets as a percentage of total plan assets were as follows at
31 December:
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The principal assumptions used in determining pension obligations for the Group’s plans are
shown below:
The following table demonstrates the sensitivity analysis of reasonable changes in the significant
assumptions used for the measurement of the defined benefit obligations, with all other variables
held constant.
Impact on the defined benefit obligation Impact on the defined benefit obligation
at 31 December 2014, at 31 December 2013,
US$ million US$ million
Reasonable US & US &
change in Russian Ukrainian Canadian Other Russian Ukrainian Canadian Other
assumption plans plans plans plans plans plans plans plans
Discount rate 10% $(10) $(6) $(53) $(6) $(13) $(8) $(45) $(4)
(10%) 12 7 58 6 15 10 52 5
Future benefits increases 10% 8 2 – – 10 2 – –
(10%) (7) (2) – – (9) (2) – –
Future salary increase 10% 1 3 3 – 1 2 2 –
(10%) (1) (2) (2) – (1) (2) (2) –
Average life expectation,
male, years 1 1 – 15 – 2 1 14 –
(1) (1) – (15) – (2) (1) (15) –
Average life expectation,
female, years 1 1 – 4 – 2 – 4 –
(1) (1) – (4) – (2) – (5) –
Healthcare costs increase
rate 10% – – – 3 – – 1 2
(10%) – – – – – – (1) (2)
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24. Provisions
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To manage the currency exposure on the rouble-denominated bonds, the Group partially
economically hedged these transactions: in 2010-2013, the Group concluded currency and interest
rate swap contracts under which it agreed to deliver US dollar-denominated interest payments at
the rates ranging from 3.06% to 8.90% per annum plus the US dollar notional amount, in exchange
for rouble-denominated interest payments plus the rouble notional amount. The exchange is
exercised on approximately the same dates as the payments under the bonds.
9.25 per cent bonds due 2013 2010 15,000 14,778 $ 500 5.75% - 5.90%
13.5 per cent bonds due 2014 2009 20,000 14,019 475 7.50% - 8.90%
9.95 per cent bonds due 2015 2010 15,000 14,997 491 5.65% - 5.88%
8.40 per cent bonds due 2016 2011 20,000 19,996 711 4.45% - 4.60%
8.75 per cent bonds due 2015 2013 3,885 3,735 121 3.06% - 3.33%
The aggregate amounts under swap contracts translated at the year end exchange rates are
summarised in the table below.
The fair value was calculated as the present value of the expected cashflows under the contracts
at the reporting dates. Future rouble-denominated cashflows were translated into US dollars using
the USD/RUB implied yield forward curve. The discount rates used in the valuation were the non-
deliverable forward rate curve and the interest rate swap curve for US Dollar at the reporting dates.
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In 2014, 2013 and 2012, the change in fair value of the derivatives of $(494) million, $(106) million
and $96 million, respectively, together with a realised gain/(loss) on the swap transactions,
amounting to $(94) million, $51 million and $81 million, respectively, was recognised within
gain/(loss) on financial assets and liabilities in the consolidated statement of operations (Note 7).
In 2014 and 2013, upon repayment of the 13.5% and 9.25% bonds, the related swap contracts
matured.
Contingent consideration represents additional payments for the acquisition of Stratcor in 2006.
This consideration could be paid each year up to 2019. The payments depend on the deviation of
the average prices for vanadium pentoxide from certain levels and the amounts payable for each
year are limited to maximum amounts. In 2014–2012, the Group was not required to pay this
consideration due to the movements in the vanadium pentoxide market relative to the levels set in
the agreement.
Taxes payable were mainly denominated in roubles and consisted of the following as of
31 December:
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Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group. Financial instruments that potentially expose the Group to
concentrations of credit risk consist primarily of cash and trade accounts receivable.
To manage credit risk related to cash, the Group maintains its available cash, mainly in US dollars,
in reputable international banks and major Russian banks. Management periodically reviews the
creditworthiness of the banks in which it deposits cash.
The Group’s trade receivables consist of a large number of customers, spread across diverse
industries and geographical areas. There are no significant concentrations of credit risk within the
Group. The Group defines counterparties as having similar characteristics if they are related
entities. In 2014, the major customers were Russian Railways and Enbridge Inc. (3.7% and 4.5%
of total sales, respectively).
Part of the Group’s sales is made on terms of letter of credit. In addition, the Group requires
prepayments from certain customers. The Group does not require collateral in respect of trade and
other receivables, except when a customer applies for credit terms which are longer than normal.
In this case, the Group requires bank guarantees or other collateral. The Group has developed
standard credit terms and constantly monitors the status of accounts receivable collection and the
creditworthiness of the customers.
Certain of the Group’s long-standing Russian customers for auxiliary products, such as heat and
electricity, represent municipal enterprises and governmental organisations that experience
financial difficulties. The significant part of doubtful debts allowance consists of receivables from
such customers. The Group has no practical ability to terminate the supply to these customers and
negotiates with regional and municipal authorities the terms of recovery of these receivables.
At 31 December the maximum exposure to credit risk is equal to the carrying amount of financial
assets, which is disclosed below.
US$ million 2014 2013 2012
Restricted deposits at banks (Notes 13 and 18) $ 8 $ 22 $ 4
Financial instruments included in other non-
current and current assets (Notes 13 and 18) 55 91 52
Long-term and short-term investments
(Notes 13 and 18) 48 66 733
Trade and other receivables (Notes 13 and 15) 640 905 948
Loans receivable 45 27 31
Receivables from related parties
(Notes 13 and 16) 128 73 14
Cash and cash equivalents (Note 19) 1,021 1,597 1,376
$ 1,945 $ 2,781 $ 3,158
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Receivables from related parties in the table above do not include prepayments in the amount of
$11 million, $3 million and $Nil as of 31 December 2014, 2013 and 2012, respectively.
The ageing analysis of trade and other receivables, loans receivable and receivables from related
parties at 31 December is presented in the table below.
US$ million 2014 2013 2012
Gross Gross Gross
Impairment Impairment Impairment
amount amount amount
Not past due $ 578 $ – $ 657 $ (1) $ 798 $ (16)
Past due 292 (57) 407 (58) 296 (85)
less than six months 185 (13) 336 (3) 209 (11)
between six months and one
year 63 (8) 21 (8) 21 (11)
over one year 44 (36) 50 (47) 66 (63)
$ 870 $ (57) $ 1,064 $ (59) $ 1,094 $ (101)
In the years ended 31 December 2014, 2013 and 2012, the movement in allowance for doubtful
accounts was as follows:
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall
due. The Group’s approach to managing liquidity is to ensure that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate cash reserves and borrowing facilities,
by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities.
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The Group prepares a rolling 12-month financial plan which ensures that the Group has sufficient
cash on demand to meet expected operational expenses, financial obligations and investing
activities as they arise. The Group exercises a daily monitoring of cash proceeds and payments.
The Group maintains credit lines and overdraft facilities that can be drawn down to meet short-term
financing needs. If necessary, the Group refinances its short-term debt by long-term borrowings.
The Group also uses forecasts to monitor potential and actual financial covenants compliance
issues (Note 22). Where compliance is at risk, the Group considers options including debt
repayment, refinancing or covenant reset. The Group has developed standard payment periods in
respect of trade accounts payable and monitors the timeliness of payments to its suppliers and
contractors.
The following tables summarise the maturity profile of the Group’s financial liabilities based on
contractual undiscounted payments, including interest payments.
Variable-rate debt
Loans and borrowings
Principal 82 86 25 606 543 71 1,413
Interest – 13 36 43 33 3 128
Finance lease liabilities – – 1 1 1 – 3
Total variable-rate debt 82 99 62 650 577 74 1,544
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Variable-rate debt
Loans and borrowings
Principal 81 148 18 25 672 66 1,010
Interest – 10 25 33 31 5 104
Finance lease liabilities – – 1 1 2 – 4
Total variable-rate debt 81 158 44 59 705 71 1,118
Variable-rate debt
Loans and borrowings
Principal 170 119 112 359 1,601 76 2,437
Interest – 22 68 84 121 7 302
Total variable-rate debt 170 141 180 443 1,722 83 2,739
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Payables to related parties in the tables above do not include advances received in the amount of
$Nil, $1 million and $Nil as of 31 December 2014, 2013 and 2012, respectively.
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates
and equity prices, will affect the Group’s income or the value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk
exposures, while optimising the return on risk.
The Group borrows on both a fixed and variable rate basis and has other interest-bearing liabilities,
such as finance lease liabilities and other obligations.
The Group incurs interest rate risk on liabilities with variable interest rates. The Group’s treasury
function performs analysis of current interest rates. In case of changes in market fixed or variable
interest rates management may consider the refinancing of a particular debt on more favourable
terms.
The Group does not have any financial assets with variable interest rates.
The Group does not account for any fixed rate financial assets or liabilities at fair value through
profit or loss. Therefore, a change in interest rates at the reporting date would not affect the
Group’s profits.
The Group does not account for any fixed rate financial assets as assets available for sale.
Therefore, a change in interest rates at the reporting date would not affect the Group’s equity.
Based on the analysis of exposure during the years presented, reasonably possible changes in
floating interest rates at the reporting date would affect profit before tax (“PBT”) by the amounts
shown below. This analysis assumes that all other variables, in particular foreign currency rates,
remain constant.
In estimating reasonably possible changes the Group assessed the volatility of interest rates during
the reporting periods.
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Currency Risk
The Group is exposed to currency risk on sales, purchases and borrowings that are denominated
in currencies other than the functional currencies of the respective Group’s subsidiaries. The
currencies in which these transactions are denominated are primarily US dollars, Canadian dollars
and euro. The Group does not have formal arrangements to mitigate currency risks of the Group’s
operations. However, management believes that the Group is partly secured from currency risks as
foreign currency denominated sales are used to cover repayment of foreign currency denominated
borrowings.
The Group’s exposure to currency risk determined as the net monetary position in the respective
currencies was as follows at 31 December:
US$ million 2014 2013 2012
USD/RUB $ 132 $ (2,191) $ (1,476)
EUR/RUB (220) (337) (382)
CAD/RUB 372 774 –
EUR/USD 109 108 109
USD/CAD (469) (209) (24)
EUR/CZK (1) (18) 4
USD/CZK 1 (156) (176)
USD/ZAR (34) (32) (9)
EUR/ZAR 10 26 69
USD/UAH (248) (48) (168)
RUB/UAH 2 15 28
USD/KZT (150) (131) (73)
Sensitivity Analysis
The following table demonstrates the sensitivity to reasonably possible changes in the respective
currencies, with all other variables held constant, of the Group’s profit before tax. In estimating
reasonably possible changes the Group assessed the volatility of foreign exchange rates during
the reporting periods.
2014 2013 2012
Change in Change in Change in
exchange Effect on exchange Effect on exchange Effect on
rate PBT rate PBT rate PBT
% US$ millions % US$ millions % US$ millions
(28.74) (38) (10.10) 221 (11.09) 164
USD/RUB
28.74 38 15.00 (329) 11.09 (164)
(29.58) 65 (7.79) 26 (8.12) 31
EUR/RUB
29.58 (65) 15.00 (51) 8.12 (31)
(28.37) (105) (10.10) (78) – –
CAD/RUB
28.37 105 15.00 116 – –
(6.23) (7) (7.76) (8) (8.45) (9)
EUR/USD
6.23 7 7.76 8 8.45 9
(6.21) 29 (5.83) 12 (6.69) 2
USD/CAD
6.21 (29) 5.83 (12) 6.69 (2)
(2.43) – (5.85) 1 (6.38) –
EUR/CZK
2.43 – 5.85 (1) 6.38 –
(6.84) – (10.82) 17 (12.64) 22
USD/CZK
6.84 – 10.82 (17) 12.64 (22)
(11.33) 4 (16.21) 5 (19.27) 2
USD/ZAR
11.33 (4) 16.21 (5) 19.27 (2)
(11.34) (1) (15.17) (4) (12.09) (8)
EUR/ZAR
11.34 1 15.17 4 12.09 8
(28.90) 72 – – (0.08) –
USD/UAH
28.90 (72) 30 (14) 0.08 –
(39.93) (1) – – (11.07) (3)
RUB/UAH
39.93 1 13 2 11.07 3
(17.37) 26
USD/KZT
17.37 (26)
96
F-303
Evraz Group S.A.
Except for the effects of changes in the exchange rates disclosed above, the Group is exposed to
currency risk on derivatives not designated as hedging instruments (Note 25). The impact of
currency risk on the fair value of these derivatives is disclosed below.
2014 2013 2012
Change in Change in Change in
exchange Effect on exchange Effect on exchange Effect on
rate PBT rate PBT rate PBT
% US$ millions % US$ millions % US$ millions
(28.74) 228 (10.10) 183 (11.09) 271
USD/RUB
28.74 (126) 15.00 (213) 11.09 (217)
The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities;
Level 2: other techniques for which all inputs which have a significant effect on the
recorded fair value are observable, either directly or indirectly; and
Level 3: techniques which use inputs which have a significant effect on the recorded fair
value that are not based on observable market data (unobservable inputs).
The carrying amounts of financial instruments, such as cash, short-term and long-term
investments, short-term accounts receivable and payable, short-term loans receivable and payable
and promissory notes, approximate their fair value.
At 31 December the Group held the following financial instruments measured at fair value:
97
F-304
Evraz Group S.A.
During the reporting period, there were no transfers between Level 1 and Level 2 fair value
measurements, and no transfers into and out of Level 3 fair value measurements.
The following table shows financial instruments for which carrying amounts differ from fair values at
31 December.
US$ million 2014 2013 2012
Carrying Fair Carrying Fair Carrying Fair
amount value amount value amount value
Long-term fixed-rate bank loans $ 141 $ 142 $ 151 $ 172 $ 105 $ 131
Long-term variable-rate bank loans 1,235 1,059 776 814 2,115 1,956
8.875 per cent notes due 2013 – – – – 542 554
8.25 per cent notes due 2015 139 140 569 621 562 643
7.40 per cent notes due 2017 606 531 605 634 604 642
9.5 per cent notes due 2018 507 471 505 568 503 591
6.75 per cent notes due 2018 856 730 855 858 854 889
7.50 per cent bonds due 2019 345 345 – – – –
6.50 per cent notes due 2020 1,008 801 1,007 951 – –
9.25 per cent bonds due 2013 – – – – 506 508
13.5 per cent bonds due 2014 – – 627 645 675 728
8.75 per cent bonds due 2015 71 70 122 121 – –
9.95 per cent bonds due 2015 271 250 466 464 501 511
8.40 per cent bonds due 2016 358 299 614 592 661 630
Other liabilities – – – – 1 1
$ 5,537 $ 4,838 $ 6,297 $ 6,440 $ 7,629 $ 7,784
The fair value of the non-convertible bonds and notes was determined based on market quotations
(Level 1). The fair value of convertible bonds and long-term bank loans was calculated based on
the present value of future principal and interest cash flows, discounted at the Group’s market
rates of interest at the reporting dates (Level 3). The discount rates used for valuation of financial
instruments were as follows:
Capital Management
Capital includes equity attributable to the equity holders of the parent entity. Revaluation surplus
which is included in capital is not subject to capital management because of its nature.
The primary objective of the Group’s capital management is to ensure that it maintains a strong
credit rating and healthy capital ratios in order to support its business and maximise the return to
shareholders. The Board of Directors reviews the Group’s performance and establishes key
performance indicators. There were no changes in the objectives, policies and processes during
2014.
The Group manages its capital structure and makes adjustments to it by the issue of new shares,
dividend payments to shareholders, and the purchase of treasury shares. In addition, the Group
monitors distributable profits on a regular basis and determines the amounts and timing of dividend
payments.
The capital requirements imposed by certain loan agreements included a $2,000 million minimum
representing consolidated equity of Evraz Group S.A. less goodwill. In 2012–2013, the Group was
in compliance with this requirement. In June 2013, this covenant was abolished.
98
F-305
Evraz Group S.A.
Transactions that did not require the use of cash or cash equivalents were as follows in the years
ended 31 December:
The Group is one of the largest vertically integrated steel producers globally and the largest steel
producer in Russia. The Group’s major subsidiaries are located in Russia, Ukraine, the European
Union, the USA, Canada and the Republic of South Africa. Russia, Ukraine and the Republic of
South Africa are considered to be developing markets with higher economic and political risks.
Steel consumption is affected by the cyclical nature of demand for steel products and the
sensitivity of that demand to worldwide general economic conditions.
The global economic recession resulted in a significantly lower demand for steel products and
decreased profitability. In addition, the political crisis over Ukraine led to an additional uncertainty
in the global economy. The unrest in the Southeastern region of Ukraine and the economic
sanctions imposed on Russia caused the depreciation of national currencies, economic slowdown,
deterioration of liquidity in the banking sector, and tighter credit conditions within Russia and
Ukraine. In addition, a significant drop in crude oil prices in the latter half of 2014 negatively
impacted the Russian economy. In December 2014, the rouble interest rates have increased
significantly after the Central Bank of Russia raised its key rate to 17%.The combination of the
above resulted in reduced access to capital, a higher cost of capital, increased inflation and
uncertainty regarding economic growth. If the Ukrainian crisis broadens and further sanctions are
imposed on Russia, this could have an adverse impact on the Group’s business.
Management believes it is taking appropriate measures to support the sustainability of the Group’s
business in the current circumstances.
The global economic climate continues to be unstable and this may negatively affect the Group’s
results and financial position in a manner not currently determinable.
Taxation
Russian and Ukrainian tax, currency and customs legislation is subject to varying interpretations,
and changes, which can occur frequently. Further, the interpretation of tax legislation by tax
authorities as applied to the transactions and activity of the Group’s entities may not coincide with
that of management. As a result, tax authorities may challenge transactions and the Group’s
entities may be assessed for additional taxes, penalties and interest. In Russia and Ukraine the
periods remain open to review by the tax and customs authorities with respect to tax liabilities for
three calendar years preceding the year of review. Under certain circumstances reviews may cover
longer periods.
Management believes that it has paid or accrued all taxes that are applicable. Where uncertainty
exists, the Group has accrued tax liabilities based on management’s best estimate of the probable
outflow of resources embodying economic benefits, which will be required to settle these liabilities.
Possible liabilities which were identified by management at the end of the reporting period as those
that can be subject to different interpretations of the tax laws and other regulations and are not
accrued in these financial statements could be up to approximately $23 million.
99
F-306
Evraz Group S.A.
Contractual Commitments
At 31 December 2014, the Group had contractual commitments for the purchase of production
equipment and construction works for an approximate amount of $152 million.
In 2010, the Group concluded an agreement for the supply of oxygen, nitrogen and argon by
a third party for a period of 20 years. The contractual price comprises a fixed component and a
variable component. The total amount of the fixed component approximates 256 million euro. The
agreement is within the scope of IFRIC 4 “Determining whether an Arrangement Contains a
Lease”. At 31 December 2014, the lease had not commenced.
Social Commitments
The Group is involved in a number of social programmes aimed to support education, healthcare
and social infrastructure development in towns where the Group’s assets are located. The Group
budgeted to spend approximately $66 million under these programmes in 2015.
Environmental Protection
In the course of the Group’s operations, the Group may be subject to environmental claims and
legal proceedings. The quantification of environmental exposures requires an assessment of many
factors, including changing laws and regulations, improvements in environmental technologies, the
quality of information available related to specific sites, the assessment stage of each site
investigation, preliminary findings and the length of time involved in remediation or settlement.
The Group has a number of environmental claims and proceedings which are at an early stage of
investigation. Environmental provisions in relation to these proceedings that were recognised at
31 December 2014 amounted to $8 million. Preliminary estimates available of the incremental
costs indicate that such costs could be up to $89 million. The Group has insurance agreements,
which will provide partial reimbursement of the costs actually incurred. Management believes that,
as of now, an economic outflow of the additional costs is not probable and any pending
environmental claims or proceedings will not have a material adverse effect on its financial position
and results of operations.
Legal Proceedings
The Group has been and continues to be the subject of legal proceedings, none of which has had,
individually or in aggregate, a significant effect on the Group’s operations or financial position.
The Group exercises judgement in measuring and recognising provisions and the exposure to
contingent liabilities related to pending litigations or other outstanding claims subject to negotiated
settlement, mediation, arbitration or government regulation, as well as other contingent liabilities.
Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability
will arise, and to quantify the possible range of the final settlement. Because of the inherent
uncertainties in this evaluation process, actual losses may be different from the originally estimated
provision. These estimates are subject to change as new information becomes available, primarily
with the support of internal specialists or with the support of outside consultants. Revisions to the
estimates may significantly affect future operating results.
100
F-307
Evraz Group S.A.
The remuneration of the Group’s auditor in respect of the services provided to the Group was as
follows.
Financial information of subsidiaries that have material non-controlling interests is provided below.
Non-controlling interests
Country of
Name incorporation 2014 2013 2012
EVRAZ Highveld Steel and Republic of
Vanadium Limited South Africa 14.89% 14.89% 14.89%
New CF&I (subsidiary of USA
EVRAZ Inc NA) 10.00% 10.00% 10.00%
The summarised financial information of these 3 subsidiaries is provided below. This information is
based on amounts before inter-company eliminations
101
F-308
Evraz Group S.A.
New CF&I
US$ million 2014 2013 2012
Revenue $ 922 $ 858 $ 915
Cost of revenue (768) (738) (764)
Gross profit/(loss) 154 120 151
Operating costs (49) (42) (43)
Impairment of assets – – –
Foreign exchange gains/(losses), net – – –
Profit/(loss) from operations 105 78 108
Non-operating gains/(losses) 18 48 46
Profit/(loss) before tax 123 126 154
Income tax benefit/(expense) (37) (40) (51)
Net profit/(loss) $ 86 $ 86 $ 103
Other comprehensive income/(loss) (10) (15) (1)
Total comprehensive income/(loss) 76 71 102
attributable to non-controlling interests 8 7 10
dividends paid to non-controlling interests – – –
102
F-309
Evraz Group S.A.
New CF&I
New CF&I
In March 2015 the Group fully settled the 8.75% notes due 2015 and the related liabilities under
the swap contracts. The total cash outflow amounted $123 million.
On 31 March 2015, the Board of directors of Evraz Group S.A. proposed to declare final dividends
for 2014 in the amount of $375 million.
103
F-310
REGISTERED OFFICE OF THE ISSUER
Bank GPB International S.A. Deutsche Bank AG, Citigroup Global Markets Limited
15, rue Bender London Branch Citigroup Centre
L-1229 Luxembourg Winchester House 33 Canada Square
Grand Duchy of Luxembourg 1 Great Winchester Street Canary Wharf
London EC2N 2DB London E14 5LB
United Kingdom United Kingdom
As to Luxembourg Law
Linklaters LLP
35, Avenue John F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
LEGAL ADVISERS TO THE JOINT LEAD MANAGERS AND BOOKRUNNERS
As to English Law
BNY Mellon Corporate Trustee Services Limited The Bank of New York Mellon, London Branch
One Canada Square One Canada Square
London E14 5AL London E14 5AL
United Kingdom United Kingdom
REGISTRAR
LISTING AGENT