Review by the Board of Directors for 2010
Reduced operating loss in recovering markets for stainless steel
After a very weak 2009, recovery in demand for stainless steel started from the beginning of 2010, mainly in consumer-driven end-use segments. Recovery was also supported by restocking and increasing metal prices during the first half of the year. Increased volatility in metal prices and destocking held back consumption during the second half of the year.
Outokumpu's strategy was reviewed and remained unchanged but some adjustments to short-term priorities were made to restore profitability – these primarily concerned the loading of Tornio Works and increased production of special grades and products in Sweden. In June, Outokumpu decided to continue two projects
in the Group's postponed investment programme: doubling ferrochrome production capacity and investing in increased quarto plate production capacity.
Group sales for the whole of 2010 totalled EUR 4 229 million (2009: EUR 2 641 million) and stainless steel deliveries totalled 1 315 000 tonnes, 28% up on the level in 2009. Operating profit totalled EUR -83 million (2009: EUR -441 million) and the underlying operational result was EUR -91 million (2009: EUR −343 million). Net cash from operating activities totalled EUR -497 million (2009: EUR 201 million).
Return on capital employed in 2010 was -2.1% (2009:
-11.7%) and gearing was 77.3% (2009: 48.6%). Earnings per share totalled EUR -0.68 (2009: EUR -1.86). The Board of Directors is proposing to the 2011 Annual General Meeting that a dividend of EUR 0.25 per share be paid for 2010 (2009: EUR 0.35).
Stainless steel markets in 2010
After a very weak year 2009, demand for stainless steel began recovering from the beginning of 2010 supported by improving consumption, primarily in consumer-driven industries. Demand from investment-driven end-use segments, such as process industry, remained soft. During the first half of the year, recovery was also supported by restocking and increasing metal prices but volatility in metal prices and destocking slowed consumption during the second half. Compared to 2009, apparent consumption of stainless steel in 2010 is estimated to have increased by 20% globally and by 25% in Europe. The average German base price for 2mm 304 cold rolled sheet in 2010 was 1 252 EUR/tonne, up by 8% from 2009. The clearly higher metal prices in 2010 resulted in the transaction price for stainless steel averaging 2 780 EUR/tonne, 37% higher than it was in 2009. (CRU)
Sales and deliveries
| Sales | |||
| € million | 2010 | 2009 | 2008 |
| General Stainless | 3 503 | 2 065 | 4 147 |
| Specialty Stainless | 1 710 | 1 239 | 2 705 |
| Other operations | 401 | 273 | 317 |
| Intra-group sales | -1 384 | -935 | -1 636 |
| The Group | 4 229 | 2 641 | 5 533 |
| Stainless steel deliveries | |||
| 1 000 tonnes | 2010 | 2009 | 2008 |
| Cold rolled | 698 | 545 | 739 |
| White hot strip | 312 | 263 | 330 |
| Quarto plate | 83 | 67 | 120 |
| Tubular products | 51 | 53 | 70 |
| Long products | 58 | 40 | 55 |
| Semi-finished products | 114 | 63 | 109 |
| Total deliveries | 1 315 | 1 030 | 1 423 |
Group sales in 2010 increased to EUR 4 229 million (2009: EUR 2 641 million) as a result of higher delivery volumes and higher transaction prices for stainless steel. Delivery volumes increased by 28% to 1 315 000 tonnes (2009: 1 030 000 tonnes). Capacity utilisation in the Group's operations in 2010 was approximately 75%. Sales by General Stainless in 2010 were up by 70% and sales by Specialty Stainless were up by 38%.
Europe's share of Group's sales was 75% in 2010 (2009: 74%), while Asia and the Americas accounted for 11% (2009: 14%) and 11% (2009: 10%), respectively.
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Operating profit
| Profitability | |||
| € million | 2010 | 2009 | 2008 |
| Operating profit | |||
| General Stainless | 14 | -259 | -6 |
| Specialty Stainless | -76 | -149 | -101 |
| Other operations | -15 | -34 | 33 |
| Intra-group items | -7 | 1 | 6 |
| Operating profit | -83 | -441 | -68 |
| Share of results in associated companies | -10 | -13 | -4 |
| Financial income and expenses | -50 | -25 | -69 |
| Profit before taxes | -143 | -479 | -141 |
| Income taxes | 19 | 143 | 24 |
| Net profit, discontinued operations | - | - | -72 |
| Net profit for the financial year | -124 | -336 | -189 |
| Operating profit margin, % | -2.0 | -16.7 | -1.2 |
| Return on capital employed, % | -2.1 | -11.7 | -1.7 |
| Earnings per share, EUR | -0.68 | -1.86 | -1.05 |
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Outokumpu's operating profit in 2010 totalled EUR -83 million (2009: EUR -441 million). In 2010, net non-recurring items of EUR -17 million of write-downs related to cancelled investments in Avesta Works in Sweden are included in the operating loss (2009: EUR -20 million of restructuring provisions and write-downs). Raw material-related inventory gains of some EUR 26 million are included in the operating profit (2009: losses of some EUR 78 million). Underlying operational result for 2010 was some EUR -91 million (2009: EUR -343 million). Higher delivery volumes, higher base prices and better contribution from ferrochrome production than occurred in 2009 were the main causes for the improved result. A somewhat weaker geographical and product mix partly offset the improvement. Profit before tax totalled EUR -143 million (2009: EUR -479 million).
Net financial income and expenses in 2010 totalled EUR -50 million (2009: EUR -25 million). Interest expenses increased due to the higher amount of net debt and an increased proportion of fixed-rate financing in the Group's loan portfolio as well as commitment fees for unutilised credit facilities. A non-recurring gain of EUR 8.5 million related to the sale of the Group's holding in Okmetic Oyj is included in the financial income. The Group's net profit for the year totalled EUR -124 million (2009: EUR -336 million) and earnings per share totalled EUR -0.68 (2009: EUR -1.86). Return on capital employed during the year was -2.1% (2009: -11.7%).
Capital structure
| Key financial indicators on financial position | |||
| € million | 2010 | 2009 | 2008 |
| Net interest-bearing debt | |||
| Long-term debt | 1 529 | 1 038 | 1 219 |
| Current debt | 980 | 703 | 581 |
| Total interest-bearing debt | 2 509 | 1 741 | 1 800 |
| Interest-bearing assets | -672 | -550 | -714 |
| Net interest-bearing debt | 1 837 | 1 191 | 1 085 |
| Shareholders' equity | 2 376 | 2 451 | 2 795 |
| Return on equity, % | -5.1 | -12.8 | -6.2 |
| Debt-to-equity ratio, % | 77.3 | 48.6 | 38.8 |
| Equity-to-assets ratio, % | 42.2 | 50.6 | 52.4 |
| Net cash generated from operating activities | -497 | 201 | 662 |
| Net interest expenses | 38 | 22 | 55 |
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Net cash generated from operating activities in 2010 was negative and totalled EUR -497 million (2009: EUR 201 million). The increase in working capital that resulted from increased delivery volumes and higher metal prices totalled EUR 476 million (2009: EUR 552 million released from working capital). Cash and cash equivalents totalled EUR 150 million (2009: EUR 112 million) at the end of 2010.
During 2010, Outokumpu's net interest-bearing debt increased by EUR 647 million and totalled EUR 1 837 million at the end of 2010 (31 Dec 2009: EUR 1 191 million). Outokumpu's gearing at the end of the year was at 77.3% (31 Dec 2009: 48.6%), somewhat above the Group's stated target of less than 75%. At the end of 2010, Outokumpu's equity-to-assets ratio was 42.2% (31 Dec 2009: 50.6%).
In June, Outokumpu issued a EUR 250 million five-year domestic bond. The funds are used for general corporate purposes. The bond is listed on the NASDAQ OMX Helsinki stock exchange. At the end of 2010, Outokumpu had committed undrawn credit facilities totalling approximately EUR 1 billion. Committed credit facilities include a three-year EUR 900 million revolving credit facility signed in June 2009.
Capital expenditure and investment projects
| Capital expenditure | |||
| € million | 2010 | 2009 | 2008 |
| General Stainless | 73 | 129 | 332 |
| Specialty Stainless | 69 | 93 | 170 |
| Other operations | 19 | 26 | 45 |
| The Group | 161 | 248 | 547 |
| Depreciation and amortisation | 235 | 214 | 206 |
Capital expenditure by the Group in 2010 totalled EUR 161 million (2009: EUR 248 million) and covered both maintenance and ongoing investment projects. The largest investments were connected with the Group's quarto plate investment at New Castle in the US, a new acid regeneration plant at Avesta Works in Sweden, a new service centre in China and the investment in Long Products' finishing facilities at Sheffield in the UK.
In June, Outokumpu opened a new service centre in China, the world's fastest-growing market for stainless steel. The new Kunshan service centre represents an investment by the Group of some EUR 20 million, has an annual processing capacity of some 30 000 tonnes of stainless steel and employs approximately 50 people. It supports Outokumpu's strategy of expanding operations in Asia and serving end-user and project customers with value-added special products. In the main, Outokumpu's offering to the Chinese market consists of special grades, especially duplex grades, employed in the most demanding applications in the energy, petrochemical, transportation and pulp and paper sectors.
Also in June, a new stainless steel bar and rebar facility was opened at Sheffield in the UK. This new facility expands the Group's product range, allowing stainless steel rebar to be offered in straight lengths or as formed components while also enabling the production of cold-drawn bar. Outokumpu can now serve the Group's long products customers from a fully-integrated production route in Sheffield. This investment totalled some EUR 10 million.
In June, based on the results of an updated feasibility study, the decision was made to invest EUR 440 million in doubling ferrochrome production capacity at Tornio in Finland. The original decision on this investment was made in June 2008 but was subsequently postponed. Annual ferrochrome production in Tornio will be doubled to 530 000 tonnes enabling the Group to meet its internal needs while also supplying the global market with more than 200 000 tonnes of ferrochrome annually. The additional production capacity resulting from this investment is expected to be operational in 2013 with ramp-up in 2015. The main capital expenditure cash outflows will take place in 2011 and 2012. By the end of 2010, the project organisation had been established, detailed design planning had been initiated, construction work had began and some technology and equipment supply contracts signed.
Also in June, the decision to invest EUR 104 million in increasing quarto plate production capability and capacity in Degerfors in Sweden was made. This investment strengthens Outokumpu's position as a world-leading producer of these thick, wide and individually rolled plates and will increase annual quarto plate production capacity in Degerfors by 40 000 tonnes to 150 000 tonnes. The majority of this new production capacity is scheduled to be available in 2014. Capital expenditure will be spread over five years with the majority of cash out-flows taking place in 2012 and 2013. Initial stages in related project work were undertaken in 2010. Including the completed investment in expanding capacity in New Castle in the US, the Group's total production capacity in quarto plate will eventually increase to more than 200 000 tonnes annually.
In August, the investment project increasing quarto plate production capability and capacity at New Castle in Indiana, in the US was completed. This EUR 45 million investment increased annual production capacity at this Outokumpu facility by 20 000 tonnes to a total of 70 000 tonnes.
In December 2010, the decision was made to cancel an investment project originally intended to expand Outokumpu's production capacity in special grades at Avesta Works as no requirement for such additional capacity is expected in the medium-term. In this connection, a EUR 17 million write-down was booked in 2010.
Capital expenditure by the Group in 2011 is expected to be approximately EUR 300 million. This figure includes annual capital expenditure on maintenance as well as expenditure on ongoing investment projects such as the doubling of the ferrochrome production capacity at Tornio Works and the expansion of quarto plate capacity and capability at Degerfors.
Operational Excellence Programmes
Outokumpu's Operational Excellence Programme was launched in 2005 and originally comprised Production and Commercial Excellence. In 2007, the programme was expanded to include Supply Chain Excellence. In 2010, compared to 2005, the Operational Excellence programmes delivered benefits totalling EUR 172 million. The original target of benefits totalling EUR 300 million in 2010 was not achieved primarily because both capacity utilisation and delivery volumes of stainless steel were lower than originally anticipated. The major foundations for Operational Excellence have been established with the ongoing development work focusing on leveraging the benefits of sharing best practices and fostering a culture of continuous improvement in daily work contributing to safety, customer service and cost efficiency.
Outokumpu's strategic priorities adjusted
Outokumpu's strategy was reviewed during the Group's annual strategy process with the conclusion that the Group's overall strategic direction remains unchanged. Outokumpu's vision of being the undisputed number one in stainless steel also remained unchanged. The primary meaning of "number one" is for the Group to record the best financial performance in the industry.
Some adjustments to both strategic priorities and strategy implementation were however made. The focus of the Group's adjusted priorities is on improving the performance of current operations (loading Tornio Works with high-volume products, transforming rapidly to special grades and products, excelling in sales and customer service and ensuring excellence in operations) and investing additional effort in developing future growth opportunities (the expansion of ferrochrome production and growth outside Europe).
The Fennovoima nuclear power initiative
At the beginning of July, Finland's Parliament voted on decisions-in-principle related to the construction of two new nuclear power plants in Finland. The Fennovoima proposal, in which Outokumpu holds a stake of some 10%, received a positive response. Plans call for the new nuclear power plant to be operational in 2020, and Outokumpu will then be able to obtain approximately one third of its current electricity needs at the cost of production.
People and the environment
| Personnel | |||
| 31 Dec | 2010 | 2009 | 2008 |
| General Stainless | 4 029 | 3 753 | 3 938 |
| Specialty Stainless | 3 388 | 3 361 | 4 006 |
| Other operations | 687 | 640 | 684 |
| The Group | 8 104 | 7 754 | 8 628 |
During 2010, Outokumpu's operations employed an average of 8 148 people (2009: 8 091) in some 30 countries. At the end of 2010, the number of people employed by the Group was 8 104 (2009: 7 754). The net increase in the number of people employed totalled 350 (2009: decrease of 874). Personnel costs in 2010 totalled EUR 496 million (2009: EUR 453 million, 2008: EUR 530 million).
The Group provides its employees with a variety of development opportunities using different methods: growing within one's current role or taking on new challenging tasks (job rotation); learning from others (mentoring); supporting individuals in realising their potential (coaching); and by providing formal training opportunities.
Performance management supports the achievement of Outokumpu's strategic goals and Performance and Development Dialogues (PDD) are an important part of the performance management process. The majority of the Group's employees participated in PDD's during 2010. Outokumpu's target is for every employee to have at least one formal PDD each year. In 2010, 76% of all Outokumpu employees participated in PDD discussions.
The 2010 Outokumpu Personnel Forum (OPF) was held in Willich, Germany. While the primary focus of this event was safety, Outokumpu's reviewed People Strategy was also discussed. The working committee appointed by the OPF held six meetings in 2010.
The O'People employee survey was conducted for the sixth time in 2010. The response rate achieved was 69%, somewhat lower than previous year (2009: 72%). The overall O'People index for 2010 was 665 (2009: 617), slightly higher than the target of 660.
The lost-time injury rate (lost-time accidents per million working hours) in 2010 was 4.7 (2009: 5.9), and the Group's 2010 target of less than four was not therefore achieved. In the fourth quarter, however, the lost-time injury rate was 3.0 - a new quarterly record at Group level. No severe accidents were reported in 2010. The lost-time injury rate target for 2011 is less than 3.5.
Emissions to air and discharges to water remained within permitted limits and the breaches that occurred were temporary, were identified and caused only minimal environmental impact. Outokumpu is not a party in any significant juridical or administrative proceeding concerning environmental issues, nor is it aware of any realised environmental risks that could have a material adverse effect on the Group's financial position.
Emissions trading activities have been conducted by Outokumpu in accordance with obligations, with agreed procedures and with the Group's financial risk policy. Emissions under the EU Emission Trading Scheme during 2010 totalled approximately 795 000 tonnes (2009: 540 000 tonnes). The main reasons for the low emissions figure recorded in 2009 were the temporary closure of ferrochrome production and cut-backs in stainless steel production. Outokumpu sold 500 000 emissions allowances for EUR 8 million in 2010 (2009: 454 000 allowances sold for EUR 6 million).
Outokumpu is investing in an energy-savings project at Tornio Works in Finland. A total of 50 individual electrically-powered cooling units in the cold rolling mill will be replaced by a new centralised district-cooling system. The result will be a reduction of 11 GWh in the Group's annual electricity consumption and a corresponding decrease in carbon dioxide emissions.
Outokumpu is participating in the construction of a wind farm at Tornio in Finland. Rajakiiri, a company specialising in wind power technology, has decided to invest in a 30 MW wind farm at Röyttä, close to the Tornio Works site. Outokumpu will be allocated 20% of the electrical energy produced. This new wind power project will meet approximately 0.5% of Outokumpu's total energy needs.
The Life Cycle Inventory Study on Stainless Steel Production in the EU shows that Outokumpu products have the smallest carbon footprint in the EU, 10–20% less than the EU average for stainless steel products, an achievement based on improved processes, the optimised use of recycled steel and pursued low-carbon electricity mix. To further develop the Group's operations in the area of sustainability, Outokumpu published a new Energy and Low-carbon Programme. Over the past ten years, direct CO2 emissions per tonne of stainless steel produced by the Group have been reduced by 25% and Outokumpu's target is a further 20% reduction by 2020.
In 2010, for the second time, Outokumpu was awarded 'Sector Mover' status by Sustainable Asset Management (SAM) for having the largest proportional annual improvement in sustainability performance within the steel industry compared to the previous year. Outokumpu was also included in the DJSI Europe and World indices as well as in the Carbon Disclosure Leadership Index in 2010.
100 years of Outokumpu
16 March 2010 marked the centenary of the discovery of a rich copper ore deposit in Outokumpu in eastern Finland. The discovery led to the establishment of Outokumpu Oy and a booming national mining industry in Finland. Over the years, Outokumpu has undergone a major transformation, evolving from a mining and multi-metal company into one of the world's leading producers of stainless steel.
Research and Development
Outokumpu invested EUR 22 million in research and development in 2010 (2009: EUR 19 million and 2008: EUR 20 million). The Group's two research centres are located in Tornio, Finland and Avesta, Sweden, and Group R&D operations employ almost 200 professionals. R&D is also carried out at Outokumpu production sites.
Outokumpu's R&D operations involve process development, product development and application development. In process development, the aim is improved energy-efficiency and cost-efficiency in the Group's production processes while ensuring high-quality and consistent products and ongoing reductions in the environmental impact of production operations. In product development, the focus is on cost-efficient low-nickel and no-nickel stainless steel grades and on added-value special products such as high-corrosion-resistance, heat-resistant and high-strength stainless steels. Other important areas in R&D include applications development and providing Outokumpu's customers with comprehensive technical support. The Group's R&D function operates in close co-operation with Outokumpu's commercial organisation and is a source of valuable advice regarding material selection, properties and fabrication techniques. Outokumpu R&D personnel are involved in joint projects connected with customers' product-development activities. Outokumpu also has an extensive network of external research partners, including universities and research institutes. The development of methods to increase internal efficiency in R&D activities was also promoted in 2010, as was an initiative on the subject of Innovation Management in which the aim is increased R&D output.
At the Tornio Research Centre, the focus is on the continuous improvement of production processes and the development of non-nickel ferritic steel grades. One important recent development is the bright-pickled 2BB ferritic material produced at Tornio Works on the recently-modernised annealing-and-pickling line. The surface finish of 2BB is a perfect choice in applications that require a bright surface combined with good mechanical properties. Typical applications for 2BB grades are found in the Catering & Appliances and in the Architecture, Building & Construction segments.
At the Avesta Research Centre, special stainless steel grades under development include high-alloyed corrosion-resistant and heat-resistant grades and high-strength, corrosion-resistant duplex steel grades. In 2010, Outokumpu launched LDX 2404®, a new duplex stainless steel grade which features higher levels of mechanical strength than other major duplex grades currently on the market. LDX 2404® is well suited for applications in which its excellent mechanical properties and good corrosion resistance can be utilised – in storage tanks and, in road and rail tankers, in building and construction projects and in a variety of industrial processes. Reduced-weight, lighter designs enable cost-efficient projects as less material is required, and ongoing benefits include savings in transport and maintenance costs as well as reduced energy consumption.
Outokumpu's research and development organisation has extensive, in-depth experience and knowledge of the properties and use of stainless steels. This knowledge is utilised in both application development and in the technical support offered to our customers, helping them to select optimum steel grades and optimise their manufacturing processes. Areas of particular interest are lightweight structures which exploit the high strength of stainless steels and the materials' low lifecycle costs, as well as applications connected with green energy and clean water solutions. As a part of the Group's technical support activities, the first edition of the Outokumpu Welding Handbook was published in August 2010.
Risks and uncertainties
Outokumpu operates in accordance with the risk management policy approved by the Group's Board of Directors. This policy defines the objectives, approaches and areas of responsibility of risk management activities. As well as supporting Outokumpu strategy, risk management aims to identify, evaluate and mitigate risks from the perspective of shareholders, customers, suppliers, personnel, creditors and other stakeholders.
Outokumpu has defined risk as anything that could have an adverse impact on achieving Group objectives. Risks can therefore be threats, uncertainties or lost opportunities connected with current or future Group operations.
Risk workshops covering risk identification, evaluation and mitigation were successfully implemented with management teams in most Outokumpu business units during 2009. This work continued in 2010 within a number of Group functions including the Corporate Controller's Office and Group Sales and Marketing.
No major damage to Group property or business interruptions occurred in 2010. The most significant risks realised in 2010 were associated with structural issues in stainless steel markets, with the continuing influence of the global economic downturn and with adverse movements in currencies important to the Group. All of these had a negative impact on Outokumpu's profitability and gearing.
Strategic and business risks
The most important strategic and business risks faced by Outokumpu include structural overcapacity and weak markets for stainless steel, competition in stainless steel markets, Eurocentricity in the Group's operations, Outokumpu's ability to implement its chosen strategy and risks associated with increased input costs.
Following the clearly-negative impact of the global economic downturn on stainless steel demand in 2009, stainless steel markets improved during 2010, but remained relatively weak in Outokumpu's main market areas. Growth prospects for stainless steel demand are better in Asia than in Europe and much new production capacity has been constructed in that region. To mitigate these strategic risks, Outokumpu adjusted its corporate strategy during the second half of 2010. Strategic priorities are now focused on improving the performance of current operations as well as on putting additional effort into achieving future growth. In 2010, the Group expanded its operations in China by opening a new coil and plate service centre facility in Kunshan, Shanghai. The focus at this new facility is on special grades and products.
Outokumpu has been systematically developing the Group's operational performance through excellence initiatives, and a significant number of the company's personnel have been trained to implement related improvement measures in the company's commercial and production operations. While risks associated with increased input costs are mainly related to the prices of raw materials and electrical power, other conversion costs such as fuel purchases, freight charges, salaries, prices for metallurgical coke and the cost of general consumer goods also affect input costs. To mitigate such risks, Outokumpu has developed the Group's purchasing function to improve the management of both purchasing-related and logistics-related costs. Progress towards excellence in raw materials was also achieved through the company's Supply Chain Management function in 2010.
Operational risks
Operational risks include inadequate or failed internal processes, employee actions, systems, or other events such as natural catastrophes and misconduct/crime. These types of risk are often connected with production operations, logistics, financial processes, projects or information technology and, should they materialise, can lead to personal injury, liabilities, loss of property, interrupted operations or environmental impacts. Key operational risks for the Group are a major fire or accident, security risks, environmental risks, and risks associated with investment projects and company personnel.
To minimise possible damages to property and business interruptions that could result from fire at some of its major production sites, Outokumpu has instituted systematic fire and security audit programmes. A proportion of such risks is covered by insurances. Some 30 fire-safety and security audits were carried using the Group's own resources in 2010, technical experts from Outokumpu's insurers and insurance brokers often taking part. Development of the Group's corporate security measures also continued.
Outokumpu closely monitors developments in both global and European legislation that may affect Group businesses. The European Climate and Energy Package (CEP) could have a significant impact on the European electricity market, and as ferrochrome production in particular consumes large quantities of electrical power could therefore also affect the Group's business. The risk that a high price for emissions allowances will increase the market price of electricity is significant, but Outokumpu's stake in the Fennovoima nuclear power project should help in mitigating this. The Group also attempts to mitigate all types of environment-related risks through systematic risk management and emissions trading routines, by launching environmental initiatives and by maintaining a proactive dialogue with stakeholders and parties involved in the framing of environmental legislation.
Outokumpu's objective is to achieve a strong and unified corporate and performance culture throughout the Group. Developments of this type take time and Outokumpu's ability to achieve financial and other targets could be adversely affected if progress in related areas is not achieved. Measures to mitigate possible shortcomings include improvements in productivity and the development of enhanced leadership skills among Group personnel. In 2010, the focus was on leadership development through internal programmes and associated training.
During 2010, a decision was made to restart the project to double Outokumpu's ferrochrome production capacity in the Kemi/Tornio area in Finland. An investment to increase capability and capacity in the Group's quarto plate production facility at Degerfors in Sweden was also announced. Failure or delays to implement these projects successfully would have a negative impact on Group strategy implementation and achievement of financial and growth targets. Actions taken by Outokumpu to manage related risks include the provision of dedicated resources for overall project support.
Financial risks
Key financial risks for Outokumpu are: volatility in the nickel, molybdenum and fuel prices; currency risks associated with the euro, the Swedish krona and the US dollar; limitations on financial flexibility; risks associated with specific a loan receivable; other credit risks; and liquidity and financing risk. The Group's Financial Risk Policy was reviewed in 2010, and some minor changes were introduced including measures related to hedging of fuel costs.
The strengthening of the Swedish krona during 2010 had a somewhat negative impact on the Group's earnings and gearing. Nickel and molybdenum prices rose during 2010 and increased working capital significantly, consequently having a negative impact on gearing. Actions aimed at maintaining financial flexibility – such as the enhanced management of inventory levels – were given priority.
The availability of insured credit limits improved, and Outokumpu's exposure to customer credit risks was reduced. Improvements in the rate of overdue receivables were also achieved during 2010.
Liquidity and refinancing risks are taken into account in capital management decisions and, when necessary, in making investment and other business decisions. In 2010, Outokumpu issued a EUR 250 million bond. At the end of the year the Group's EUR 900 million syndicated credit facility was fully undrawn. Outokumpu seeks to avoid having financial covenants in its debt. Despite of this principle, the Revolving Credit Facility and some other loans include a financial covenant, which is tied to gearing. The definition of the covenant gearing differs to some degree from the definition of the reported gearing. The difference between the covenant maximum and actual gearing decreased during the year but there was still a decent gap between these at the end of the year.
During 2010, Outokumpu took action to hedge part of the forecasted cash flows related to business operations in Sweden and also continued nickel risk hedging to reduce the impacts of nickel price changes on earnings. Outokumpu also adjusted its interest rate position by deciding to leave the EUR 250 million bond fixed interest rate-based.
Civil actions regarding Outokumpu's divested fabricated copper products business
Since 2004, Outokumpu has been in the process of addressing several civil complaints, including class actions, raised in the US against the company and its former fabricated copper products business in the US. The last remaining class action was one brought in the federal court of Tennessee on behalf of certain indirect purchasers of industrial copper tubing. Outokumpu considered the allegations in the proceedings to lack merit, but settled with the claimants in August 2010 by paying a nominal sum. The action was subsequently dismissed by a federal judge.
A pending civil complaint in the US, an individual action filed in 2006 in the federal district court in Memphis, Tennessee, seeks an unstated amount of damages in connection with an alleged world-wide price-fixing and market-allocation cartel. The court dismissed this complaint in 2007, and an appeal against that dismissal is currently pending.
In 2010, a civil action was brought in the UK courts against Outokumpu (and two other defendant groups) by the same claimant group as that in the Memphis suit. The claimants allege that they suffered loss across Europe as a result of the cartel and are seeking recovery from the three main defendant groups either jointly or jointly and severally. The claimants' initial claim for alleged losses (between the three defendant groups) is some GBP 20 million excluding interest. Outokumpu will be challenging the jurisdiction of the UK courts to hear this claim. In any event, Outokumpu believes that the allegations regarding damages caused by the cartel are groundless and, if pursued, Outokumpu will defend itself in any proceedings.
No provisions have been booked in connection with these claims.
Customs investigation of Tornio Work's exports to Russia
In March 2007, Finnish Customs authorities initiated a criminal investigation into the Group's Tornio Works' export practices to Russia. It was suspected that a forwarding agency based in south-eastern Finland had prepared defective and/or forged invoices regarding the export of stainless steel to Russia. The preliminary investigation focused on possible complicity by Outokumpu Tornio Works in the preparation of defective and/or forged invoices by the forwarding agent. In June 2009, the Finnish Customs completed its preliminary investigation and forwarded the matter for consideration of possible charges to the prosecution authorities. The process of considering possible charges was completed in November 2010 and the public prosecutor concluded that the Customs authorities' suspicions regarding possible accounting offences and forgery were groundless.
The case will nevertheless go to court as charges have been pressed against Outokumpu and five of its employees for alleged money laundering in connection with the Russian export practices by Tornio Works during 2004–2006. The prosecutor, on behalf of the state, has also presented a claim for the forfeiture of the funds subject to money laundering (according to the prosecutor an unspecified amount between EUR 69 000 and EUR 13 714 000). Outokumpu has stated that neither the Group nor its personnel have committed the alleged offences. Court proceedings are scheduled to commence in March 2011.
Organisational changes and appointments
Some responsibilities members of Outokumpu's Executive Committee were changed with effect from1 August 2010:
Karri Kaitue, Deputy CEO, was given responsibility for the Tornio Works business unit and Hannu Hautala, SVP – Tornio Works now reports to Kaitue. Legal Affairs and IPR, previously part of Kaitue's responsibilities, now report to Juha Rantanen, CEO, and the Group's remaining brass operations report to Esa Lager, CFO.
At the beginning of April 2010, Hannu Hautala, SVP – Tornio Works, took up his duties as head of Tornio Works. Kari Parvento, EVP – Group Sales and Marketing, and a member of Outokumpu's Executive Committee, took up his position in Outokumpu at the beginning of April 2010. Pekka Erkkilä, EVP – General Stainless, left Outokumpu at the beginning of April 2010.
As announced in January 2011, Outokumpu's Specialty Stainless operations will have a new organisation with effect from 1 March 2011. New Special Coil and Special Plate business units will replace the former Special Coil & Plate and Thin Strip units. The Special Coil business unit will include the Group's Flat Products production unit at Avesta in Sweden and the former Thin Strip unit at Nyby in Sweden. The Special Plate business unit will consist of the quarto plate production units at Degerfors in Sweden and New Castle in the US, the Nordic Plate Service Centre at Degerfors and the Special Plate unit at Willich in Germany.
Shares and shareholders
According to the Nordic Central Securities Depository, Outokumpu's largest shareholders by group at the end of 2010 were Finnish corporations (35.0%), foreign investors (19.9%), Finnish public sector institutions (19.6%), Finnish private households (15.7%), Finnish financial and insurance institutions (7.3%), and Finnish non-profit organisations (2.7%). The list of largest shareholders is updated daily on Outokumpu's website: www.outokumpu.com
Shareholders that have more than 5% of the shares and votes in Outokumpu Oyj are Solidium Oy, owned by the Finnish State, (30.85%) and the Finnish Social Insurance Institution (8.01%).
At the year-end, Outokumpu's closing share price was EUR 13.88 (2009: EUR 13.26), up 5%. The average share price during the year was EUR 13.84 (2009: EUR 11.49) with EUR 17.88 (2009: EUR 15.67) as the year's highest price and EUR 12.03 (2009: EUR 7.72) as the year's lowest price. At the year-end, the market capitalisation of Outokumpu Oyj shares totalled EUR 2 540 million (2009: EUR 2 413 million). Share turnover during 2010 was somewhat lower than in 2009, with 331.4 million shares (2009: 355.1 million) being traded on the Nasdaq OMX Helsinki Ltd exchange. The total value of shares traded in 2010 was EUR 4 586 million (2009: EUR 4 079 million).
Outokumpu's fully paid-up share capital totalled EUR 311.1 million at the year-end 2010 and consisted of 182 978 249 shares. The average number of shares outstanding during 2010 was 181 751 107. Outokumpu Oyj held 1 040 888 treasury shares on 31 December 2010. This corresponded to 0.6% of the share capital and the total voting rights of the Company on 31 December 2010.
Annual General Meeting 2010
The 2010 Annual General Meeting (AGM) approved a dividend of EUR 0.35 per share for 2009. Dividends totalling EUR 64 million were paid on 13 April 2010.
The AGM authorised the Board of Directors to decide to repurchase the Group's own shares. The maximum number of shares to be repurchased is 18 000 000, currently representing 9.89% of the total number of registered shares. Based on earlier authorisations Outokumpu currently holds 1 040 888 of its own shares. The AGM also authorised the Board of Directors to decide to issue shares and to grant special rights entitling to shares. The maximum number of new shares to be issued through the share issue and/or by granting special rights entitling to shares is 18 000 000, and, in addition, the maximum number of treasury shares to be transferred is 18 000 000. The authorisation includes the right to resolve upon directed share issues. The AGM's authorisations are valid for 12 months or until the next AGM, however no longer than 31 May 2011. To date the authorisations have not been used.
The 2010 Annual General Meeting also decided that Outokumpu would make a donation to the Aalto University Foundation. The maximum aggregate amount of Outokumpu Group's donations to the Aalto University Foundation in 2010 is EUR 1 million.
The AGM decided that the number of Board members, including the Chairman and Vice Chairman, should be eight. Evert Henkes, Ole Johansson, Victoire de Margerie, Anna Nilsson-Ehle, Jussi Pesonen, Leena Saarinen and Anssi Soila were re-elected as members of the Board of Directors, and Olli Vaartimo was elected as a new member. The AGM re-elected Ole Johansson as Chairman of the Board and Anssi Soila as Vice Chairman of the Board. The AGM also resolved to form a Shareholders' Nomination Committee to prepare proposals on the composition and remuneration of the Board of Directors for presentation to the next AGM.
At its first meeting, the Board of Directors of Outokumpu appointed two permanent committees consisting of Board members. Olli Vaartimo (Chairman), Anna Nilsson-Ehle, Victoire de Margerie and Jussi Pesonen were elected as members of the Board Audit Committee. Ole Johansson (Chairman), Evert Henkes, Leena Saarinen and Anssi Soila were elected as members of the Board Nomination and Compensation Committee.
KPMG Oy Ab, Authorised Public Accountants, was re-elected as the Company's auditor for the period ending at the close of the next AGM.
Outokumpu's Nomination Board
Outokumpu's Annual General Meeting (AGM) of 30 March 2010 decided to establish a Nomination Board to prepare proposals on the composition of the Board of Directors along with director remuneration for the following AGM.
The AGM also decided that the Nomination Board should consist of the representatives of Outokumpu's three largest shareholders, registered in the Finnish book-entry securities system on 1 November 2010, which accept the assignment.
The Nomination Board consists of the following three shareholders: Solidium Oy, The Social Insurance Institution of Finland and Ilmarinen Mutual Pension Insurance Company. These shareholders have nominated Kari Järvinen, CEO (Solidium Oy); Liisa Hyssälä, Director General (The Finnish Social Insurance Institution) and Harri Sailas, CEO (Ilmarinen Mutual Pension Insurance Company) as their representatives on the Nomination Board. Ole Johansson, Chairman of the Outokumpu Board of Directors, serves as an expert member and the Nomination Board elected Kari Järvinen as Chairman among its members. The Nomination Board was required to submit its proposals to Outokumpu's Board of Directors no later than 1 February 2011.
Short-term outlook
Following the softer market situation that characterised late 2010, demand for standard grades of stainless steel began to pick-up in the new-year. The increase in the nickel price supported buying by distributors and lead times for standard grades are currently somewhat above the usual 6–8 weeks. Distributor inventories in Europe are estimated to be approximately at normal level. Demand from investment-driven end-use segments has not yet shown any major recovery.
Outokumpu's order intake has been encouraging from the beginning of 2011. After the decline in base prices in late 2010, Outokumpu has been able to increase prices, but this will only have an impact on average prices towards the end of the first quarter.
Based on current order intake, Outokumpu estimates that delivery volumes in the first quarter of 2011 will be some 10–20% higher than in the fourth quarter of 2010. Outokumpu's operating profit in the first quarter is expected to be around break-even or slightly positive with some positive impact from raw material-related timing gains (at current metal prices).
Board of Directors' proposal for profit distribution
In accordance with the Board of Directors' established dividend policy, the payout ratio over a business cycle should be at least one-third of the Group's profit for the period with the aim to have stable annual payments to shareholders. In its annual dividend proposal, the Board of Directors will, in addition to financial results, take into consideration the Group's investment and development needs.
The Board of Directors is proposing to the Annual General Meeting to be held on 24 March 2011 that a dividend of EUR 0.25 per share be paid from the parent company's distributable funds on 31 December 2010 and that any remaining distributable funds be allocated to retained earnings. The suggested ex-dividend date is 25 March, dividend record date is 29 March and the dividend will be paid on 5 April 2011.
According to the Group's financial statements on 31 December 2010, distributable funds of the parent company totalled EUR 850 million. No material changes have taken place in the company's financial position after the balance sheet date and the proposed dividend does not compromise the company's financial standing.
In Espoo, 1 February 2011
Board of Directors
Ole Johansson
Anssi Soila
Evert Henkes
Victoire de Margerie
Anna Nilsson-Ehle
Jussi Pesonen
Leena Saarinen
Olli Vaartimo
