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Rautaruukki Corporation Stock exchange release 31 March 2014 at 9.00am EEST
Pro forma financial information for the period January-December 2013 for the proposed combination of SSAB and Rautaruukki
On January 22, 2014, SSAB AB (publ) ("SSAB") and Rautaruukki Corporation ("Rautaruukki") announced a plan to combine the two companies through SSAB making a recommended public share exchange offer to Rautaruukki`s shareholders. In connection with the preparations for the share exchange offer, SSAB has prepared unaudited pro forma financial information for the year 2013 which shows what the outcome of the proposed combination of the operations of SSAB and Rautaruukki would be.
The unaudited pro forma financial information, as included herein and in Appendix 1 to this stock exchange release, is derived from the financial information in SSAB`s audited consolidated financial statements as at and for the year ended December 31, 2013 and Rautaruukki`s audited consolidated financial statements as at and for the year ended December 31, 2013 and is presented to illustrate the financial impact of the proposed combination of the operations of SSAB and Rautaruukki. The unaudited pro forma financial information has been prepared on a basis consistent with the International Financial Reporting Standards as adopted by the European Union and in a manner consistent with the accounting principles applied in SSAB`s audited consolidated financial statements as at and for the year ended December 31, 2013. The pro forma adjustments in the unaudited pro forma financial information are based upon available information and a number of assumptions, which are described in more detail in the notes accompanying the pro forma information.
Unaudited Pro Forma Income Statement
| For the year ended December 31, 2013 | ||||
| SSAB IFRS | Rautaruukki IFRS | Pro forma adjustments | SSAB | |
| (unaudited) | (audited) | (unaudited) | (unaudited) | |
| (EUR in millions) | (EUR in millions) | (EUR in millions) | (EUR in millions) | |
| Sales | 4,049 | 2,405 | (17) | 6,437 |
| Cost of goods sold | (3,849) | (2,174) | (58) | (6,080) |
| Gross profit | 200 | 231 | (75) | 357 |
| Selling expenses | (178) | (104) | - | (282) |
| Administrative expenses | (162) | (106) | (31) | (299) |
| Other operating income | 57 | 13 | - | 70 |
| Other operating expenses | (50) | 0 | 5 | (45) |
| Shares in earnings of affiliated companies and joint ventures after tax | 2 | - | (3) | (2) |
| Operating profit/(loss) | (131) | 34 | (104) | (201) |
| Financial income | 7 | 40 | - | 47 |
| Financial expenses | (76) | (76) | 6 | (146) |
| Profit/(loss) after financial items | (200) | (2) | (98) | (301) |
| Shares in earnings of affiliated companies and joint ventures after tax | (3) | 3 | - | |
| Taxes | 77 | (8) | 15 | 84 |
| Profit/(loss) for the year | (123) | (14) | (80) | (217) |
| Of which attributable to: | ||||
| Parent company`s shareholders | (123) | (14) | (80) | (217) |
| Non-controlling interests | 0 | 0 | - | 0 |
Unaudited Pro Forma Statement of Comprehensive Income
| For the year ended December 31, 2013 | |||||
| SSAB IFRS | Rautaruukki IFRS | Pro forma adjustments | SSAB | ||
| (unaudited) | (audited) | (unaudited) | (unaudited) | ||
| (EUR in millions) | (EUR in millions) | (EUR in millions) | (EUR in millions) | ||
| Profit/(loss) for the year | (123) | (14) | (80) | (217) | |
| Other comprehensive income | |||||
| Items that may be subsequently reclassified to the income statement: | |||||
| Translation differences for the year | (29) | (20) | - | (49) | |
| Cash flow hedges | (8) | (6) | - | (14) | |
| Hedging of currency risks in foreign operations | 9 | - | - | 9 | |
| Share in other comprehensive income of affiliated companies and joint ventures | (2) | - | - | (2) | |
| Tax attributable to items that may be subsequently reclassified to the income statement | 0 | 1 | - | 0 | |
| Total items that may be subsequently reclassified to the income statement | (30) | (26) | - | (56) | |
| Items that will not be reclassified to the income statement: | |||||
| Remeasurements of the net defined benefit liability | 1 | 9 | - | 10 | |
| Tax attributable to items that will not be reclassified to the income statement | 0 | (3) | - | (4) | |
| Total items that will not be reclassified to the income statement | 1 | 5 | - | 6 | |
| Total other comprehensive income for the year, net after tax | (29) | (20) | 0 | (50) | |
| Total comprehensive income for the year | (152) | (34) | (80) | (266) | |
| Of which attributable to: | |||||
| Parent company`s shareholders | (152) | (34) | (80) | (266) | |
| Non-controlling interests | 0 | 0 | - | 0 | |
Unaudited Pro Forma Balance Sheet
| As at December 31, 2013 | |||||
| SSAB IFRS | Rautaruukki IFRS | Pro forma adjustments | SSAB | ||
| (unaudited) | (audited) | (unaudited) | (unaudited) | ||
| (EUR in millions) | (EUR in millions) | (EUR in millions) | (EUR in millions) | ||
| ASSETS | |||||
| Fixed assets | |||||
| Goodwill | 1,995 | 65 | 102 | 2,162 | |
| Other intangible assets | 241 | 38 | 29 | 308 | |
| Tangible fixed assets | 1,849 | 1,079 | 40 | 2,968 | |
| Participations in affiliated companies | 32 | 31 | - | 63 | |
| Available for sale financial assets | - | 13 | (13) | - | |
| Other non-current receivables | - | 76 | (76) | - | |
| Financial assets | 180 | - | 90 | 269 | |
| Deferred tax receivables | 73 | 42 | (10) | 105 | |
| Total fixed assets | 4,370 | 1,344 | 162 | 5,876 | |
| Current assets | |||||
| Inventories | 986 | 557 | 39 | 1,581 | |
| Accounts receivable | 537 | 243 | (1) | 779 | |
| Prepaid expenses and accrued income | 56 | - | 29 | 85 | |
| Current tax receivables | 38 | 4 | - | 41 | |
| Other current interest-bearing receivables | 22 | - | 5 | 27 | |
| Financial assets | - | 1 | (1) | - | |
| Other current receivables | 33 | 83 | (34) | 83 | |
| Cash and cash equivalents | 239 | 46 | (34) | 250 | |
| Total current assets | 1,912 | 934 | 2 | 2,848 | |
| TOTAL ASSETS | 6,281 | 2,278 | 164 | 8,723 | |
| EQUITY AND LIABILITIES | |||||
| Equity | |||||
| Share capital | 320 | 238 | (7) | 552 | |
| Other contributed funds | 1,117 | 220 | 719 | 2,055 | |
| Translation differences | - | (45) | 45 | - | |
| Reserves | (381) | (22) | 22 | (381) | |
| Retained earnings | 1,990 | 619 | (652) | 1,957 | |
| Total equity for the shareholders in the Company | 3,046 | 1,010 | 128 | 4,184 | |
| Non-controlling interests | 3 | 3 | - | 5 | |
| TOTAL EQUITY | 3,049 | 1,013 | 128 | 4,189 | |
| Long-term liabilities | |||||
| Long-term interest-bearing liabilities | 1,807 | 358 | 8 | 2,173 | |
| Deferred income | 42 | - | - | 42 | |
| Pension provisions | 13 | - | 36 | 49 | |
| Deferred tax liabilities | 333 | 7 | 18 | 358 | |
| Other long-term liabilities | - | 66 | (36) | 30 | |
| Other long-term provisions | 15 | 2 | - | 17 | |
| Total long-term liabilities | 2,211 | 432 | 26 | 2,669 | |
| Current liabilities | |||||
| Short-term interest-bearing liabilities | 288 | 387 | 12 | 688 | |
| Accounts payable | 514 | 279 | (1) | 792 | |
| Accrued expenses and deferred income | 180 | - | 100 | 279 | |
| Current tax liabilities | 13 | 3 | - | 17 | |
| Other current liabilities | 23 | 158 | (100) | 82 | |
| Short-term provisions | 3 | 5 | 0 | 8 | |
| Total current liabilities | 1,021 | 833 | 10 | 1,865 | |
| TOTAL EQUITY AND LIABILITIES | 6,281 | 2,278 | 164 | 8,723 | |
Appendix 1: The Unaudited Pro Forma Financial Information published by SSAB as a whole
For further information, please contact:
Mikko Hietanen, CFO, tel. +358 20 592 9030