1 ANNUAL REPORTS 2008 ANNUAL REVIEW FINANCIAL REVIEW CITIZENSHIP REVIEW Yara (Yara International ASA); global fertilizer company no 1; contributing to world wheat yields Wheat (triticum aestivum); global grain no 2; the cereal with the largest land area FINANCIAL REVIEW 2008 Our global position yields results
2 WHEAT is the global grain no 2. Wheat is planted on more of the world s farmland than any other food crop. Wheat is a major cash crop and a main food staple in several parts of the world, normally cultivated through commercial farming. Largely mechanical, production requires stable water supplies. WHEAT is the most consumed grain. Wheat is mainly used for human consumption, and is a major source of food. To some extent it is used in industrial production, to a lesser degree as livestock feed. A great part of the wheat production is used for milling flour, utilized mainly for baking bread. nd area u nder cultivation worldwide WHEAT is a success story. Wheat yields have improved radically as a result of scientific research and technological innovation. The Green Revolution of the 1960s introduced highyielding crop varieties and increased the use of mineral fertilizers greatly increasing output. Global yield 2008: 677,000,000 tons Major producers: China, USA, India Major exporters: USA, EU, Canada Source: FAD GLOBAL N FERTILIZER CONSUMPTION Consumption and projections, million ton, Source: EFMA GLOBAL N/P/K FERTILIZER CONSUMPTION Million ton, (projection) /07* 2012/13** Source: IFA Nitrogen (N) Phosphate (P2O5) Potassium (K2O) GLOBAL FERTILIZER DEMAND increases with growing populations and growing food consumption: Over the past four to five decades, world consumption of nitrogen fertilizers have increased about ten fold, and a continued growth is expected if the world s farming community is to meet the growing demand for food. YARA ANNUAL REPORTS 2008 YARA S ANNUAL REPORT 2008 is structured into three documents that can be read independently, or as complementary information on the company; an Annual Review, a Financial Review, and a Citizenship Review. All reports are found on Yara s web site, together with key corporate information: 3 GLOBAL GRAINS THREE GRAINS dominate world cereal production, and play a particularly crucial role in feeding the world, used as food for human consumption or as feedstock in meat production: maize, wheat and rice together represent ca 87 percent of world cereal yield and about 45 percent of total human calorie consumption. MAIZE (zea mays); cereal plant, grown in most parts of the world, best suited for temperate and tropical zones. Global acreage: Ca 158,000,000 hectares WHEAT (triticum aestivum, t. durum); cereal plant, grown in most parts of the world, best suited for temperate zones. Global acreage: Ca 217,000,000 hectares RICE (oryza sativa); cereal plant, grown mainly in Asia and Africa, best suited for tropical and temperate zones. Global acreage: Ca 157,000,000 hectares
3 EUROPE: Stable production increases and reductions in fixed cost in European plants, combined with flexibility in sourcing and production, have improved the competitiveness of Yara s production activities. The market for nitrogenbased environmental applications is developing strongly. Demand for AdBlue follows predictions in Europe, and Yara expects further growth in North America GLOBAL PRESENCE Yara delivers mineral fertilizers and industrial products to markets all over the world, employing its global network. YARA PLANTS NORTH AMERICA: Through the acquisition of Saskferco and investments in Agrico Canada and a new storage facility in California in 2008, Yara has strengthened its platform for growth in North America. LATIN AMERICA: The acquisition of Fertibras in Brazil in 2006 exemplifies Yara s growth strategy in highgrowth fertilizer markets with large underdeveloped agricultural areas. JOINT VENTURE PLANTS SALES OFFICES SALES AFRICA: The continent is heading towards an African green revolution, in which Yara is a partner. In 2008, about eight percent of Yara s fertilizer sales went to Africa. The joint venture Lifeco, Libya, increases Yara s production in competi tive gas areas. KEY FIGURES % NET INCOME: Yara s net income after minority interests ended at NOK 8,228 million in 2008, a 36 percent increase from 2007 and Yara s best result so far. NET INCOME NOK billion, FERTILIZER SALES: Fertilizer sales volumes increased from 2007 into the third quarter of 2008, until the global economic slowdown in the fourth quarter resulted in an overall decrease of four percent from 2007 to Deliveries in Europe increased by six percent due to the acquisition of Kemira GrowHow in INDUSTRIAL SALES: Total sales of industrial products increased by 19 percent from 2007 to 2008, mainly driven by sales of environmental applications and technical ammonium nitrates (TAN). The sales of both product groups grew throughout 2008.
4 ASIA: Significant urea capacity was temporarily closed in China towards the end of 2008, reflecting lower margins due to reduced urea prices and increases in coal prices. AUSTRALIA: Yara has a 35 percent share and is the exclusive marketer of ammonia from the Burrup plant, which produces about four percent of the world s tradable ammonia. MIDDLE EAST: The Qafco 5 expansion project in Qatar will strengthen Yara s production base in a region with access to lowcost natural gas. KEY FACTS ;ijwxb_i^[zwidehia>ozhe_d'/&+ :[c[h][zwiowhw?dj[hdwj_edwb7i7 _d(&&* >[WZgkWhj[h[Z_dEibe"DehmWo B_ij[Zedj^[EibeIjeYa;nY^Wd][ 7Xekj."&&&[cfbeo[[imehbZm_Z[ Ef[hWj_ediWdZe\ÅY[i_dceh[ j^wd+&yekdjh_[i IWb[ijeceh[j^Wd'(&Yekdjh_[i Industrial (excl. products gases) 3, ;7HD?D=IF;HI>7H; NOK, NOK 20,540 SALES By product group, kt, 2008 products Fertilizer MILLION TONS PRODUCT SALES: Yara sold 24.4 million tons of fertilizer and industrial products on a global basis in 2008, with fertilizers accounting for 20.5 million tons EARNINGS per share reached an all time high of NOK in 2008, up from NOK in 2007.
5 YARA FINANCIAL REVIEW 2008 Introduction 1 COMPANY: Yara is a global chemical company that converts energy, natural minerals and nitrogen from the air into essential products for the farming community and industrial customers. In 2008, Yara had about 8,000 employees worldwide, and sales of NOK 88,775 million. MARKET: Yara is the number one global supplier of mineral fertilizers and agronomic solutions, with an unrivalled market coverage selling to more than 120 countries. Yara is the leading producer of ammonia, nitrates, NPK, specialty fertilizers and nitrogen applications. STRATEGY: Yara is positioned to deliver on its overall goals through a consistent growth strategy. Yara s strategy is founded on a flexible business model with scale advantages and unique global presence, employing its industry expertise and exercising financial discipline.» For a full presentation of Yara s growth strategy and business model, see pages GLOBAL FERTILIZER CONSUMPTION per region, kt nutrients, (N/P/K), ,000 60,000 50,000 40,000 30,000 20,000 10,000 0 Western Eastern North Latin Africa South East Europe Europe America America Asia Asia Source: FAO GLOBAL FERTILIZER USE varies greatly from one region to another, tending to reflect economic growth: less developed economies have a low application level and low yields calling for increased use of fertilizer, whereas demand in developed regions is linked more to application competence rather than sheer volumes. CONTENT Page 2...Key figures & facts Page 4...CEO message Page 6...Global presence Page 8...Report of the Board of Directors Page 14...Board of Directors Page 16...Executive Management Page 18...Corporate governance Page 21...Management discussion & analysis Page 47...Financial information Page 124..Organization and addresses
6 2 YARA FINANCIAL REVIEW 2008 Key figures & facts Key figures Notes 1) EBITDA: Earnings before Interest, Tax, Depreciation and Amortization. 2) Reported net income after minority interest. 3) Investment in property, plant and equipment, longterm securities, intangibles, longterm advances and investments in nonconsolidated investees. 4) Net interestbearing debt divided by sharehol Financial performance Revenue and other income Operating income EBITDA 1) Net income 2) NOK million NOK million NOK million NOK million 88,775 12,281 17,917 8,228 57,486 4,987 8,441 6,037 Investments 3) Debt/equity ratio 4) Cash flow from operations CROGI 5) % Earnings per share 6) NOK NOK million % NOK million 16, , , , ders equity plus minority interest. 5) CROGI: Cash Return on Gross Investment (12 month rolling average). 6) Yara currently has no sharebased compensation program that results in a dilutive effect on earnings per share. 7) Lost time injuries for Yara employees and contractors. 8) Emission in CO 2 equivalents, excl. former Kemira GrowHow and Saskferco sites. Shareholders equity Share price on OSE NOK million NOK 31 December 30, , Social performance Employees LTI rate 7) Number at year end Per million hours worked 7, , Environmental performance GHG emissions 8) Energy use Million ton Petajoule % CROGI: Yara recorded a cash return on gross investment (CROGI) of 22.8 percent in 2008, up from 16.1 percent in CONTINUED GROWTH: Yara consistently followed its growth strategy in 2008, with total investments of NOK 16,040 million, prima rily reflecting the acquisition of Saskferco, in Canada. HISTORY DEVELOPMENT: On March 25, 2004, Hydro Agri demerged from Norsk Hydro and listed as Yara International ASA further developing a once Norwegian and Scandinavian, then European chemical company into the global no 1 fertilizer supplier.» Yara s presence 2008 is shown on the map in front. SCANDINAVIAN: Norsk Hydro was founded on December 2, 1905, harnessing hydroelectricity to produce the world s first nitrogen fertilizer, calcium nitrate first at a test plant, then with regular production at Notodden, Norway from A new plant opened at Rjukan 1911, another at Notodden 1928, in Porsgrunn 1929 and in Glomfjord 1949; all in Norway. Hydro established its first sales office abroad in Copenhagen 1919, in Stockholm 1945, and an agency in San Francisco The first major growth initiative abroad, utilizing lowcost gas resources, was the establishment of the Qatar Fertiliser Company (Qafco) joint venture, Building on the production of fertilizer, industrial products were developed in the 1930s, including heavy water 1934 and CO2 1935, at Rjukan. EUROPEAN: Hydro strengthened its overseas representation in the 1970s, laying the foundation for today s global network, with a sales partnership in Thailand 1982, and sales offices in Rio 1977, an African office in Harare 1985; also entering China with the Chiwan terminal Hydro developed into a European company during the 1970s and 80s, with several acquisitions, incl. NSM, Netherlands 1979; Supra, Sweden 1981; Fions, UK 1982; Ruhr Stickstoff, Germany 1984; Windmill/ Hamm Chemie, Netherlands/Germany, and Cofaz, France, both 1986 establishing itself as Europe s no. 1 fertilizer supplier. Building on the emerging position in the nitrogenbased chemical industry, Hydro diversified into industrial chemicals. CO 2 plants were acquired: Norway 1972; Sweden 1976; Denmark 1978.
7 YARA FINANCIAL REVIEW 2008 Key figures & facts 3 MAIN EVENTS was another year of consistent growth, and implementation of Yara s strategy. Resilience in a year of considerable turmoil, demonstrated the value of the company s flexible business model. February: Yara signed an agreement with Deepak Fertilisers and Petrochemicals Ltd of India, intending to establish a technical ammonium nitrate and specialty fertilizer JV company. Yara invested in a new fertilizer storage facility at the Port of Stockton, California. Yara reported strong financial results for Q April: Yara sold 50 percent of its shares in China Blue Chemical Ltd, and its indirect holding in Sociedad Quimica y Minera de Chile, S.A. and reached an agreement with the Brenntag Group to sell certain chemical supply activities at its Köping and Tertre sites. May: Yara s AGM approved of a dividend of NOK 4.00 per share. Yara signed a MoU with Burrup Holdings Pty Ltd, Australia to establish a JV company to build a technical ammonium nitrate plant. Yara purchased 25 percent of Agrico Canada Ltd, a leading supplier of fertilizer products and services in North America. Trygve Faksvaag was appointed Yara Chief Legal Counsel. June: Yara Sluiskil BV entered contracts to design and build a new worldscale urea plant at its Sluiskil production site, the Netherlands. Yara entered into a long term partnership with Ensus Group to build a new worldscale liquid carbon dioxide facility in the UK and signed a JV agreement with Sinochem Fertilizers for marketing of environmental solutions. August: Yara hosted the 3rd African Green Revolution Conference in Oslo, and the Yara Foundation awarded the 2008 Yara Prize to Florence Wambugu, Kenya, and Victor Mfinanga, Tanzania. October: Yara decided to temporarily stop production of urea and ammonia at its site in Ferrara, Italy, due to prevailing market conditions. Jørgen Ole Haslestad took over as President and CEO, replacing Thorleif Enger who reached his retirement age. Yara reported strong financial results for Q3, with higher prices compensating for lower volumes. November: Yara temporarily stopped production at its site in Le Havre, France, and reduced production at Sluiskil, the Netherlands, related to the prevailing situation in the international ammonia and urea markets. December: Yara temporarily halted production at its JV GrowHow UK Ltd, ammonia plants in Ince and Billingham, UK, and at its site in Ravenna, Italy, due to the market situation. Yara announced the permanent closure of its NPK plant in Kedainai, Lithuania and investments to increase capacity at the Siilinjärvi mine in Finland. July: Yara entered into an agreement to acquire Canadian nitrogen producer Saskferco, strengthening production and marketing position in North America. The transaction was closed in October. Yara and the National Oil Corporation of Libya/Libyan Investment Authority completed major agreements to establish a JV fertilizer company. An agreement was entered to increase ownership in Burrup Holdings Ltd, Australia with five percent. Egil Hogna was appointed new Yara Chief Financial Officer. Yara reported its strongest quarterly results so far. GLOBAL: Hydro expanded its operation globally in the 1990s, developing into the only truly global player in the fertilizer industry, acquiring DMW Rostock, Germany, and HAT/Tringen, Trinidad, both 1991; Enichem Agricoltura, Italy 1996; Adubos Trevo, Brazil 2000 and shares in Kynoch Fertilizers, South Africa 1999, plus expanding in Qatar. Yara International ASA established and listed on March 25, 2004, implementing major growth acquisitions such as Fertibras, Brazil and Olmeca, Mexico, both 2006; Kemira GrowHow, Finland 2007; Saskferco, Canada 2008 as well as shares in Rossosh, Russia and Burrup, Australia, both 2005, and Lifeco, Libya 2009, and others. CANADA: In July 2008, Yara entered into an agreement to acquire Saskferco, a leading nitrogen fertilizer producer at Belle Plaine; obtaining the approval from Canadian authorities in September. The acquisition strengthened Yara s position in North America, adding to its global capactiy. Building on its industrial and agronomic expertise, Yara developed a number of industrial applications, and its breakthrough catalyst technology 2005.
8 4 YARA FINANCIAL REVIEW 2008 CEO message Positioned to handle volatility Yara is in a position to take advantage of volatile and fluctuating markets. Remaining loyal to our longterm perspectives, ambitions and goals, we are determined to pursue future business opportunities. Taking over as the CEO in October 2008, the financial crisis hit us. However, I joined the management of a company well positioned to handle the volatility of the financial market and the fluctuations of the fertilizer market; with the ability to exploit other markets. OVERVIEW: 2008 put our industrial platform and business model to tough tests, challenging our ability to handle demand volatility. We stood the test, demonstrating the flexible strengths of our business model, taking action to mitigate the effects of the slowdown towards the end of the year by reducing thirdparty sourcing and curtailing production. Yara s performance over the past five years has been notable, with 2008 clearly the best so far. Our solid underlying improvement year by year continued, and we recorded our best year with regard to revenues, net income, and a cash return on gross investments of 22.8 percent, which is well above our stated longterm goal. We continued to deliver on our strategy, seeking initiatives and seizing opportunities in key markets. Our acquisition of Saskferco in Canada already shows positive results; in 2009 our new joint venture Lifeco in Libya will add to our global strength. OUTLOOK: Joining Yara after years in leadership positions within global industry, I appreciate the value of our strong industrial platform and flexible business model, our market presence and financial discipline; our ambitions. I also recognize the value of a dynamic organization and an innovative culture, which it is imperative to nurture and develop. JØRGEN OLE HASLESTAD is the President and CEO since October 2008, previously a member of the Board, Haslestad has extensive corporate experience, spending his entire career in major global businesses, across Asia, America, and Europe. Until becoming CEO of Yara International ASA, he spent 14 years with Siemens, most recently as Divisional CEO of Industry Solutions. Haslestad holds a M.Sc. degree in mechanical engineering and still has his native farm in Norway.
9 YARA FINANCIAL REVIEW 2008 CEO message 5 INDUSTRY SHAPER Yara aims for an industry shaper position setting standards and driving the industry. Several aspects related to this ambition are high on the agenda of Yara s management, including: PERFECT OPERATIONS is a main priority in strengthening our position and developing our company. Continuous productivity improvements are a key to sustainable, profitable growth and value creation. Yara s performance over the past five years has been notable, with 2008 clearly the best so far. JØRGEN OLE HASLESTAD President and CEO PERFORMANCE CULTURE is a driving force in reaching our goals and realizing our ambition. In developing the company, corporate values, ethical standards, conduct and compliance are all essential. KNOWLEDGE GROWS is more than a slogan; with Yara it is the core of who we are and what we do. With over a century of experience, we use our expertise to add value and share knowledge. Participating at the World Economic Forum in Davos in early 2009, I noticed a gloomy mood. Still, in the working session Yara hosted, on agricultural growth initiatives in Africa, optimism reigned. We all need food, and agricultural output has to be increased requiring improved agricultural productivity, based on mineral fertilizers and agronomic expertise. Yara provides both. The longterm fundamentals for fertilizer demand remain strong. With climate change and stricter regulations, demand for environmental solutions will also grow. Mineral fertilizers lie at the heart of our business, and it is my ambition to strengthen our position in several markets. Environmental solutions represent a great opportunity, which Yara is ready to take advantage of. Constantly anticipating change continuously developing business. Jørgen Ole Haslestad President and CEO» More on:
10 6 YARA FINANCIAL REVIEW 2008 Global presence Unique global presence YARA OWhW_ij^beXWbb[WZ[h_dc_d[hWb\[hj_b_p[hi OWhW_ifh[i[djm_j^iWb[ie\ÅY[i_dWXekj+&Yekdjh_[imehbZm_Z[ OWhW^Wi(&&fbWdji"kd_ji"mWh[^eki[iWdZj[hc_dWbimehbZm_Z[ OWhW^WiWYecX_d[ZijehW][YWfWY_joe\+$c_bb_edjedi OWhW[nY^Wd][ilWbkWXb[ademb[Z][m_j^_jiYkijec[hi OWhW^Wij^[iYWb[WdZÆ[n_X_b_jojeX[Wh[b_WXb[ikffb_[h FERTILIZER SALES 2008 COUNTRIES GLOBALLY, Yara sold a total of 20.5 million tons of mineral fertilizers in 2008, to over 120 countries. (See map at front of the report.)
11 YARA FINANCIAL REVIEW 2008 Global presence 7 CAPABILITY TO DELIVER Mineral fertilizer is a major article of global trade, crucial to meet increasing food demands of a growing and more affluent population across the world. Yara is the world s leading supplier of crop nutrients and application knowledge, with a strong capability to deliver through its global scale and local flexibility. North America Asia 10% Latin America 9% 18% Africa 9% 55% FERTILIZER SALES By region, percent, 2008 Europe Yara markets, sells and distributes mineral fertilizers globally, through a network unique to the industry. Fertilizer trade is a global business, with transactions both in raw materials and finished products; national and multinational companies sharing the market. Yara distributes a wide range of fertilizer products through its unrivalled global distribution network, securing unique market coverage and customer closeness. America represents a main growth area for Yara s business, with major production in Brazil, Canada, and Trinidad and sales to both North and Latin America.
12 8 YARA FINANCIAL REVIEW 2008 Report of the Board of Directors STRATEGY AND EXECUTION Yara is a chemical company that primarily focuses on the production, distribution and sale of nitrogen chemicals. The main application is fertilizers, while industrial uses are also an important segment. Yara uses its scale and flexibility to ensure reliable supplies of mineral fertilizer and related industrial products to customers worldwide. Report of the BoD 2008 Consistent strategy yielding results In 2008, Yara achieved its best results so far. During the market slowdown caused by the global financial crisis at the end of the year, Yara benefited from its unique, flexible business model and is well positioned for both a recovery in demand and pursuit of further growth initiatives. Yara has delivered strong results since its listing on the Oslo Stock Exchange in 2004, having implemented several projects to boost growth and taken an active role in the restructuring of the fertilizer industry. During 2008, Yara delivered on its industry shaper vision and growth ambitions with several important initiatives, the largest of which was the acquisition of the Canadianbased company Saskferco. Yara managed to mitigate the effects of the financial crisis towards the end of 2008, benefiting from its flexible business model. Although production was temporarily curtailed, inventories were deliberately increased to prepare for a fertilizer market recovery in The Board of Directors considers the longterm fundamentals for fertilizer demand to remain strong and that Yara is well positioned to deliver in 2009 and beyond. Yara benefits from scale, as the world s largest producer of ammonia, nitrate and complex fertilizer, with more than one quarter of global ammonia trade. Historically, the backbone of Yara s production system has been located in Europe. However, its new growth is shifting towards regions with more competitive gas resources. Yara has developed an unrivalled global presence in the fertilizer industry. Its global distribution and marketing network includes charted shipping capacity and more than 200 terminals, warehouses, blending plants and bagging facilities. Local sales and marketing units provide customer services as well as agronomical support, sharing knowledge and working with farmers worldwide to increase yields and improve crop quality and nutritional value. Yara s business model has builtin flexibility, to enable quick responses to changing market conditions. The majority of Yara s operational cash cost is variable, driven by raw materials, energy, freight and thirdparty fertilizer sourcing. Purchases and plants can be halted at short notice in response to delivery slowdowns. Increased energy costs in Europe can be mitigated by lower cost imported ammonia, given that most of Yara s European production facilities have access to deepsea import/export terminals for ammonia and Yara is the global leader in trade and shipping of ammonia. Yara controls the world s largest storage capacity for fertilizer, giving it the capacity to build up inventory before peak seasons, handle volatility in deliveries and take advantage of geographical arbitrage opportunities. Yara has set a considerable increase of its global market share as a longterm objective, reflecting an optimal utilization of its marketing and distribution system. To reach this objective will require productivity gains in the existing business, as well as organic growth and further step growth initiatives. Such initiatives will focus on increasing Yara s production in lowcost regions, expanding market presence in highgrowth markets and participating in consolidation in mature markets. For all growth categories, scale, synergy and timing will be important factors, along with capital discipline. Yara continued to deliver on its growth ambition during 2008, through several important initiatives. On 1 October 2008, Yara acquired Saskferco at an enterprise value of CAD 1.6 billion. The Saskferco plant in Belle Plaine, Canada is one of the world s most effcient at producing nitrogen fertilizer. Upon completion of its capacity expansion project in mid 2009, the plant will have an annual capacity of 725,000 tons ammonia, 1,115,000 tons urea
13 YARA FINANCIAL REVIEW 2008 Report of the Board of Directors 9 and 230,000 tons UAN. The plant benefits from the favourable development in North American gas prices and is well located to serve the huge MidWest nitrogen fertilizer market. In 2008, Yara decided to improve phosphate rock sourcing for its NPK production by increasing production in Siilinjärvi, Finland; investing EUR 60 million in modifications of rock upgrading equipment. In 2008, Yara contracted for construction a new worldscale urea plant to replace old assets at its Sluiskil production site in the Netherlands for a total investment cost of EUR 400 million. The plant will produce 1.3 million tons urea from 2011, and takes advantage of urea upgrading margins on excess ammonia capacity in Sluiskil. The new plant will also improve the site s energy effciency, environmental performance and maintenance costs. In 2009, Yara s production in competitive gas areas is increased with Lifeco, a 50/50 joint venture in Libya established 9 February Yara contributed USD 225 million in cash to match the Libyan contribution of existing plant assets totalling an annual capacity of 900,000 tons urea and 700,000 tons ammonia. The attractive valuation reflects the premium that our Libyan partners placed on access to Yara s marketing network through a longterm marketing agreement and Yara s operational and project management expertise. MARKET CONDITIONS Yara s longterm market prospects are attractive. Increased agricultural productivity and new environmental solutions are demanded in a world with population growth, changing dietary patterns and ecological pressure, including water scarcity and land shortage was a year of contrast in the fertilizer industry. Global fertilizer markets continued to be strongly demanddriven until August, as the supplydemand balance for grains appeared stretched, fuelling fertilizer import demand particularly in Asia. Concerns about grain supply due to adverse weather resulted in further crop price increases to record levels in June Fertilizer markets tightened further during July and August, as increased export taxes on Chinese production after 1 May restricted global export supply. Market sentiment turned sharply in September, as the financial crisis reached the wider economy. Globally, fertilizer demand was slow during fourth quarter. Grain prices and other agricultural commodity prices declined from August, driven by the financial crisis and the strong 2008 global grain crop. Deliveries were sharply reduced in regions where the main fertilizer application occurs during the latter part of the year. Brazilian fertilizer deliveries were down 41 percent during the quarter, and total Brazilian deliveries down nine percent compared with Amid declining fertilizer prices, a diffcult financing environment and general uncertainty, buyers in the northern hemisphere chose to postpone purchases. European and US nitrogen deliveries were down 15 percent in the second half of 2008, compared to the previous year. Slow demand led to significant capacity curtailments towards the end of Nitrogen chemicals sales to the process industry declined due to the economic slowdown. However, deliveries for environmental applications continued to grow. FINANCIAL PERFORMANCE AND OPERATIONS Net income after minority interest was NOK 8,228 million (NOK per share) in 2008 , up from NOK 6,037 million (NOK per share) in Yara s aftertax measure for return on capital, CROGI (Cash Return On Gross Investment), was at 22.8 percent  compared to a target of minimum ten percent average over the business cycle. Operating income was NOK 12,281 million, up from NOK 4,987 million in EBITDA increased to NOK 17,917 million , from NOK 8,441 million in Yara s revenue and other income was NOK 88.8 billion in 2008, up from 57.5 billion in  NET INCOME AFTER MINORITY SHARE NOK billion,  CROGI Percent,
14 10 YARA FINANCIAL REVIEW 2008 Report of the Board of Directors Yara s 2008 results were improved considerably from last year, due to higher fertilizer prices. As fertilizer prices decreased from September thirdparty sourced inventory positions were written down by NOK 2.1 billion to reflect market prices. Fertilizer volumes decreased by four percent compared to 2007, due to the slowdown in the fourth quarter. Oil and gas costs in Europe increased significantly due to an increase in oillinked and hub gas prices. Despite major production curtailments in November and December, ammonia production increased 11 percent and finished fertilizer production increased 26 percent from 2007, primarily reflecting the Kemira GrowHow acquisition. Yara is well on track to reach targeted synergies from the Kemira Grow How acquisition, and cash flow from the acquired activities increased substantially due to improved margins on phosphates, NPK and nitrates. Net cash from operating activities in 2008 was NOK 3,986 million, reflecting strong earnings and dividends of NOK 1,223 million from nonconsolidated investees, partly offset by increased net operating capital due to higher prices and deliberately increased inventories. Net cash from operating activities in 2007 was NOK 4,305 million. Net cash used in investing activities for 2008 was NOK 12,786 million, including the Saskferco acquisition. Yara maintained its strong financial position during The debt/ equity ratio increased from 0.42 to 0.82  due to significant investments, the major being the Saskferco acquisition, higher net operating capital and an increased NOK/USD exchange rate, as a large part of Yara s loans are USD denominated. Yara s net interestbearing debt at the end of the year was NOK 24,794 million while total assets equaled NOK 80,887 million. Total majority shareholders equity as of 31 December 2008 amounted to NOK 30,103 million. At the end of the year, Yara had NOK 3,195 million in cash and cash equivalents and NOK 10,659 million in undrawn committed bank facilities. We consider the company s cash position and financial strength to be satisfactory. Yara achieves a knowledge margin in the market based on its insight in local markets, close customer relations, agronomic competence and ability to develop new product offerings from its existing production base. To support this knowledge margin and to seize opportunities from some of today s pressing global challenges, Yara s research and development targets both agronomical activities and product and process improvements. Several of the latter have led to commercialization of environmental solutions, such as an N 2O catalyst and NO x abatement technologies. In 2008, Yara s research and development costs were NOK 126 million, compared with NOK 94 million in In the opinion of the Board of Directors, the consolidated financial statements provide a true and fair view of the group s financial performance during 2008 and financial position at 31 December According to section 33 of the Norwegian Accounting Act, we confirm that the consolidated financial statements and the financial statements of the parent company have been prepared based on the going concern assumption and that it is appropriate to use this assumption. RISK MANAGEMENT Yara s total risk exposure is analyzed and evaluated at corporate level. Risk evaluations are integrated in all business activities both at corporate and business unit level, increasing Yara s ability to take advantage of business opportunities. Yara s most significant market risk is related to the margin between nitrogen fertilizer prices and natural gas prices. Although there is a positive longterm correlation between these prices, margins are influenced by the supply/demand balance for food relative to energy. Yara has a wellestablished system for credit and currency risk management with defined limits for exposure, both at customer and at country level. Yara s geographically diversified portfolio reduces the company s overall credit and currency risk. As the fertilizer business is essentially a US dollar business, with both revenues and raw material costs priced in USD, Yara seeks to maintain its debt primarily in USD, thereby reducing its overall USD currency exposure. Yara has a con  EBITDA NOK billion,  DEBT/EQUITY RATIO Percent,
15 YARA FINANCIAL REVIEW 2008 Report of the Board of Directors 11 servative financing strategy and aims to hold the majority of its net interestbearing debt in longterm bonds with fixed interest rates. CORPORATE CITIZENSHIP With its unique global presence, Yara is well positioned to influence key global issues. The company has adopted a corporate citizenship approach based on the role it plays and can play in society, contributing to solving major global challenges such as climate change, food security, and health concerns through its core business and corporate competence. For Yara, corporate citizenship is an integral part of its overall strategic direction and a driver for pursuing business opportunities. The Board of Directors emphasizes Yara s significant contributions towards an African Green Revolution and the business initiatives launched to promote improved productivity in African agriculture in Yara has gained an international position in global food supply issues, participating in several major highlevel events connected to the food crisis in 2008, including at the United Nations. It is also noteworthy, that Yara through its unique catalyst technology and industrial solutions contributes to reduced emissions of greenhouse gases and other harmful gases. This area offers considerable business opportunities, as the market for environmental solutions grew in 2008 and is expected to continue doing so in the future, driven by more stringent political measures to curb global warming. Yara participates in the UN Global Compact initiative and the implementation of its ten principles throughout the organization. For further details on Corporate Citizenship, the Board refers to the separate Citizenship Review for 2008, which is guided by the Global Reporting Initiative G3 guidelines. HEALTH, ENVIRONMENT AND SAFETY A strong track record places Yara among the industry leaders with respect to health, environmental and safety performance. Yara believes every accident is preventable. This is the basis for a focused safety pro  LTI RATE Number of losttime injuries per million hours worked, gram within the company. Similarly, environmental challenges, particularly those relating to climate gas emissions, are a key element of Yara s activities in the field of health, environment and safety. In 2008, Yara achieved an LTI rate (losttime injuries per million hours worked) of 1.2 for employees and contractors combined , down from 1.4 in In comparison, the average LTI rate for other fertilizer producers in Europe was four times higher. The TRI rate (total recordable injuries per million hours worked) for Yara was at 3.5, up from 2.9 in The TRI rate includes losttime injuries, restricted work cases where the person was allowed to carry out other task than the normal duties, and medical treatment cases. Absence due to sickness at Yara s production plants was 3.8 percent in 2008, up from 3.7 percent in The 2008 results include for the first time the performance of former Kemira GrowHow. Striving to reach its zero accident target, Yara continued the implementation of its BBS (behaviorbased safety) program in This will be further rolled out in 2009/10 in the recently acquired Kemira GrowHow and Saskferco plants. Also, a new safety campaign called Think Ahead was developed and prepared for launch in Yara did not experience any fatal accidents in However, several accidents did occur, emphasizing the need for strong management commitment and employee involvement in preventive actions. The most serious accident in 2008 occurred in Yara Porsgrunn in December, when a buffer tank with fertilizer solution exploded. Four people were treated for minor injuries from glass splinters. The plant was out of operation for over a month and the repairs cost approximately NOK 60 million. On climate change, Yara s goal is to reduce its carbon footprint by 25 percent from 2004 to 2009, in terms of total greenhouse gas emissions from the production sites that belonged to Yara in This target was already achieved in 2008: the emissions in 2008 were 30 percent below 2004 levels. This has been achieved with the installation of Yara s technology for reducing nitrous oxide (N 2O) from nitric acid plants. At yearend, the technology was installed in 12 of Yara s nitric acid plants. In 2008, Yara had direct emissions of 13 million tons of CO 2 equivalents, down from 16.4 in 2007, excluding the Kemira GrowHow and Saskferco plants. With all plants included, emissions in 2008 were approximately 17 million tons CO 2 equivalents. Yara s total energy consumption increased by 4.9 percent from 2007 to 2008; energy effciency was improved by 13 percent. While Yara s production emits greenhouse gases, the overall impact of the production and use of mineral fertilizer on the environment is a positive contribution by the fixing of CO 2 in biomass and land preservation Yara s operations are subject to many environmental requirements under the laws and regulations of the various jurisdictions in which Yara conducts its business. Such laws and regulations govern, among other matters, air emissions, wastewater discharges, solid and hazard
16 12 YARA FINANCIAL REVIEW 2008 Report of the Board of Directors ous waste management, transportation of hazardous materials and remediation of past activities. In 2008, no material legal claim was made against Yara in respect of health, environmental or safety matters or in relation to operational permits. Yara has a number of facilities that have been operated for a period of years. Subsurface impact to soil and groundwater and other conditions are common to such sites and may require remediation or give rise to liabilities under the laws of the various jurisdictions in which the facilities are located. Yara has attempted to identify such impacts where they are apparent and has initiated remediation or containment procedures in coordination with the appropriate authorities. PEOPLE DEVELOPMENT At the end of 2008, Yara had 7,971 employees, a net reduction of 202 employees from 2007, despite the company s continued global growth. The reduction mainly reflects synergies realized through the acquisition of Kemira GrowHow. The main addition to Yara s global workforce came in Canada, through the acquisition of Saskferco, with 160 new employees. The increased diversity of Yara s workforce, with no dominant company location and the Norwegian contingent only accounting for approximately ten percent, puts equal opportunities high on the agenda throughout the company. To create career opportunities for many talents within the organization, the company offers international assignments to a number of specialists and leaders. At the end of 2008, 113 of Yara s employees, drawn from 20 countries, were stationed on international assignment contracts at 31 different host locations around the world also saw the first class of graduates from Yara s Leadership Assessment and Development Program (LEAD), which was first launched in 2006 and has provided great insight in Yara s global talent pool. Of the first 40 graduates, 23 percent were women, 20 different nationalities were represented, and two thirds were working outside their home country. Another initiative, Yara Essentials, was launched in 2008 as a tool to support networking and knowledge transfer between leaders and specialist within the global organization. Yara s induction and training program, The Yara World, also proved its success in Development will continue in 2009, along with the strengthening of the company s elearning services for employees. Yara s industry has traditionally been maledominated. At the end of 2008, 81 percent of the global workforce were men and 19 percent women, with a similar distribution at the managerial grade level, 80 percent being men; 20 percent women. Among senior leaders, the percentage of women is lower, constituting eight percent of the company s top 138 global positions. Yara s ambition is to increase the proportion of women in management positions and focus on gender diversity in key human resource processes like recruitment, talent management, employee development and succession planning. In addition, the company supports and develops female leaders through internal and external networking, coaching and mentoring. BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT Yara s five shareholderelected members of the Board of Directors were reelected for two years in Upon his appointment as President and CEO, Jørgen Ole Haslestad resigned from the Board on 1 October The Board decided that Haslestad s replacement should be elected at the next ordinary Annual General Meeting, in The four shareholderelected members all have extensive line management experience from international industrial companies. The three employeeelected Board members were elected in January 2008 and have been Yara employees for between twentyeight and thirtyfive years. Two of the seven Board members are women, both elected by the shareholders. The Board held twelve meetings in Yara has decided not to constitute a corporate assembly. Consequently, the Board of Directors is responsible directly to the General Meeting and the shareholders. A Compensation Committee was established in April 2004 and an Audit Committee was established in December The Board of Directors wishes to express its gratitude to Thorleif Enger who retired from his position as President and CEO in September 2008, upon reaching his desired retirement age after 35 years with Yara and Hydro. Mr. Enger played a crucial role in the development of Yara, contributing strongly to the turnaround process leading up to the company s success since the listing on Oslo Stock Exchange in To succeed him, the Board welcomes Jørgen Ole Haslestad as the new President and CEO. With extensive experience from international industry, his prior background on the Yara Board and being a farmer himself we rest confident that Mr. Haslestad will contribute to the continued growth and success of Yara. CORPORATE GOVERNANCE Yara believes good corporate governance drives sustainable business conduct and longterm value creation. Yara aims to exercise corporate governance in a manner representative of an ambitious and responsible multinational company, and has established practices adapted to the specific challenges facing it as the world s largest global fertilizer company. The Board of Directors will comply with the Norwegian Code of Practice for corporate governance. This Code has stricter requirements than what is mandated by law. YARA INTERNATIONAL ASA The parent company, Yara International ASA, is primarily a holding company, with financial activities and only nonmaterial operations. Yara International ASA had net income of NOK 206 million in 2008 after a currency loss of approximately NOK 3.2 billion related to USD denominated loans. DIVIDEND AND BUYBACKS Yara expects to return percent of net income to its shareholders, measured as the sum of dividends and share buybacks, averaged over the business cycle. As long as Yara can maintain profitability at the attractive level it achieved over the past five years, a dividend level that restricts
17 YARA FINANCIAL REVIEW 2008 Report of the Board of Directors 13 Yara s growth will not be desirable. Yara s dividend policy is to pay out minimum 30 percent of net income as an average over the business cycle. Yara believes it will be beneficial for shareholders for the Company to strive for a gradual increase and predictability in the absolute dividend level over time, independent of the business cycle. Consequently, Yara expects to pay out somewhat more than 30 percent of net income in years with weakerthanaverage cash flow from operations and less than 30 percent in years with strongerthanaverage cash flow from operations. Current equity and credit markets, with more restricted access to longterm financing, may limit Yara s growth opportunities in the short term. This supports a more conservative shortterm dividend policy. The Board proposes a dividend of NOK 4.50 per share, totaling a payment of NOK 1,304 million. Combined with the positive result in Yara International ASA, this results in an decrease of equity of NOK 1,099 million. Distributable equity in the parent company as of 31 December 2008 was NOK 282 million after proposed dividend. Yara will use share buyback programs when certain conditions are met. Share buybacks are more flexible than dividends. For most shareholders, buybacks also provide tax advantages compared to dividends. In 2008, Yara bought back 1,750,000 shares for a total of NOK 422 million. In total Yara paid out NOK 1,588 millions in 2008 in dividends and share buybacks, representing 26 percent of consolidated net income in The proposed 2008 dividend represents 16 percent of consolidated net income. OUTLOOK The global financial turmoil is impacting economic growth. No industry can expect to be unaffected by the sharp economic slowdown, but food demand is less incomeelastic than most consumer and investment goods, and world population growth is continuing. However, the fertilizer industry has since September 2008 experienced an unprecedented slowdown in deliveries and decline in international fertilizer prices. Global fertilizer deliveries are lagging significantly behind last season, and the lower deliveries have triggered substantial production curtailments. A large drop in Chinese fertilizer exports, which are constrained by high export taxes, has further reduced supplies. Current grain, fertilizer and fuel prices promise historically high farmer margins for major crops and regions, supporting strong nitrogen fertilizer demand for the current season. The supply curtailments will result in a tight market in the spring, if farmers choose optimal application rates based on strong farm economics. If they do not, food production will be negatively affected, tightening grain markets and requiring a recovery in fertilizer demand next season. Yara is prepared, possessing the operational and financial flexibility to meet a potential scenario where farmers, due to uncertainty, risk aversion or lack of financing, reduce fertilizer application this season. Applying its flexible business model, Yara is minimizing third party sourcing and is able to cut production whenever necessary. The majority of Yara s operational costs are variable, reducing the financial consequences of such curtailments. Yara s position is also improved by a substantial reduction in its expected European energy costs compared to last year based on forward energy prices. During 2008, Yara increased the proportion of its European energy costs linked to spot pricing, to approximately 75 percent, which resulted in significant savings as energy prices declined. The necessary level of investments to maintain current capacity and implement basic productivity investments is estimated to be NOK 1,500 1,700 million per year. Yara s total investments in 2009 will be significantly higher due to the establishment of the Lifeco joint venture in Libya, the ongoing expansion of urea production in the Netherlands, upgrading of phosphate mining capacity in Finland and the expansion in the plant in Canada. Yara s financial solidity is expected to remain strong. Going forward, Yara will benefit from the Saskferco acquisition, effective 1 October 2008, and the Lifeco 50/50 joint venture established 9 February These initiatives increase the share of Yara s energy consumption outside Europe from 30 to 38 percent. The Board of Directors of Yara International ASA Oslo, 31 March 2009 Øivind Lund Elisabeth Harstad Leiv L. Nergaard Lone Fønss Schrøder Chairperson Board member Board member Board member Arthur Frank Bakke Frank Andersen Svein Flatebø Board member Board member Board member Jørgen Ole Haslestad President and CEO
18 14 YARA FINANCIAL REVIEW 2008 Board of Directors Board of Directors Øivind Lund Elisabeth Harstad Board Chairperson since 2004 Member of the Board since 2006 Chairperson of the Compensation Committee Dr. Lund has Member of the Compensation Committee Ms. broad international industrial experience, having held the position Harstad is Senior VP and Managing Director of DNV of President and Country Manager of ABB Holding AS, Turkey Research & Innovation, Norway, responsible for strate ; Senior VP and Group Function Manager, ABB Asea gic research and innovations activities since 2006; Brown Boveri Ltd, Switzerland ; President of ABB AS, previously responsible for the DNV business area Norway Previously, he held senior management posi Technology Services, ; at DNV Consulting tions with ABB National Transformer AS, Norway; ABB Trans 2001; planning, development and marketing in DNV s formers AB, Sweden; Tanelec Ltd., Tanzania, and National Industri oil, gas and process industry segment, ; AS, Norway. He holds a M.Sc. and a PhD degree in Electrical senior positions in environment and safety at several Engineering from the Norwegian Institute of Technology (NTH) DNV units, She holds a M.Sc. degree in and a degree in Industrial Economy from BI Norwegian School of engineering from the Norwegian Institute of Tech Management. Dr Lund is board chair at Maracc ASA. nology (NTH). Ms. Harstad is a board member of the KAPNORD and TGSNOPEC. ØIVIND LUND CHAIRPERSON ELISABETH HARSTAD LONE FØNSS SCHRØDER Lone Fønss Schrøder Member of the Board since 2004 Member of the Audit Committee Ms. Schrøder is CEO and President of Wallenius Lines AB. Sweden since 2005, previously holding several senior management responsibilities with A.P. MøllerMaersk A/S, Denmark, She holds a law degree from the University of Copenhagen and a Master of Economics degree from Copenhagen Business School. Ms. Schrøder is a board member of a number of companies, incl. Aker ASA (Deputy Chairman), Vattenfall AB, NKT A/S, DSB, Bioneer A/S and Elite Miljø A/S.
19 YARA FINANCIAL REVIEW 2008 Board of Directors 15 Leiv L. Nergaard Member of the Board since 2004 Chairperson of the Audit Committee Mr. Nergaard is a partner in the consulting company Norscan Partners AS, Norway, previously holding a number of senior management positions with Hydro since 1969, incl. advisor to the Hydro corporate management, ; CEO of Hydro, Germany ; CFO of Hydro, He holds a degree in Business Economics from the Norwegian School of Economics and Business Administration (NHH). Mr. Nergaard is Chair of the Board of Storebrand ASA and of The Norwegian Industry and Commerce Securities Market Committee. He is a Board member of Endeavour International Corporation and NorwegianGerman Chamber of Commerce, as well as Chair of the Board of several smaller companies. Svein Flatebø Member of the Board since 2007 Mr. Flatebø has been a Yara (Hydro) employee since 1981, presently with Corporate Communication, previously holding various leading positions incl. within strategy planning, global planning and optimization, R&D and purchasing. He holds a M.Sc. degree in Chemical Engineering from the Norwegian Institute of Technology (NTH). Mr. Flatebø has been a board member of The Norwegian Society of Chartered Scientific and Academic Professionals (Tekna) in Yara since 2006; Chairperson of Yara Tekna since LEIV L. NERGAARD ARTHUR FRANK BAKKE FRANK ANDERSEN SVEIN FLATEBØ Arthur Frank Bakke Member of the Board since 2004 Member of the Audit Committee Mr. Bakke has been a Yara (Hydro) employee since 1972, becoming a local union representative at Herøya plant in Porsgrunn in Mr. Bakke is head of the Yara European Work Council, which represents Yara employees throughout Europe. Frank Andersen Member of the Board since 2004 Mr. Andersen has been a Yara (Hydro) employee since 1977, actively engaged in union matters at the Glomfjord plant since 1980, and served as deputy leader of the local union chapter at Glomfjord, , after which he was elected union leader. Mr. Andersen is a member of the local Council on Industrial Policy.
20 16 YARA FINANCIAL REVIEW 2008 Executive Management Executive Management Jørgen Ole Haslestad President and CEO Mr. Haslestad has served as President and CEO since October Previously he held several senior management positions with Siemens AG, , most recently as CEO of the Group s Industry Solutions Division, Germany; before joining Siemens serving as Managing Director as well as Overseas Director of Kongsberg Offshore AS, Norway, ; Overseas Manager of the oil division, Kongsberg Vaapenfabrikk AA, Norway, He holds a M.Sc. degree in Mechanical Engineering from the Norwegian Institute of Technology (NTH). Mr. Haslestad is a board member of Tandberg ASA and served as a board member of Yara, Ed Cavazuti Head of Downstream segment Mr. Cavazuti has served as Senior VP and Head of Downstream since October His previous positions with the company are: President of Yara Asia, ; President of Norsk Hydro North America, , VP Marketing International of Norsk Hydro, ; before that as VP Finance at Norsk Hydro s US operations. He started his career at Arthur Andersen in Mr. Cavazuti holds a Masters degree in Business Administration from New York University and is a Certified Public Accountant. Egil Hogna Chief Financial Officer Mr. Hogna has served as Chief Financial Officer since August His previous positions with the company are: Manager of Business Unit Mediterranean Europe, ; Senior VP Business Intelligence ; head of IR team, ; VP of Hydro Aluminum Metal Products responsible for Supply Chain & Performance Management, ; Corporate Controller Hydro Agri Before joining Norsk Hydro, Mr. Hogna was a consultant with McKinsey, He holds a M.Sc. in Industrial Management from the Norwegian Institute of Technology (NTH) and an MBA from INSEAD. JØRGEN OLE HASLESTAD PRESIDENT AND CEO EGIL HOGNA CHIEF FINANCIAL OFFICER TOR HOLBA HEAD OF UPSTREAM SEGMENT ED CAVAZUTI HEAD OF DOWNSTREAM SEGMENT Tor Holba Head of Upstream segment Mr. Holba has served as Senior VP and Head of Upstream since October His previous positions with the company are: Senior VP, Downstream, Before that he held numerous positions in Hydro from 1981, incl. as Senior VP of Global Supply Chain Management, ; President of Trevo, ; head of Business Unit Latin America, ; President of Hydro Agri Mexico ; Regional Marketing Director for Asia and Managing Director of Hydro (Far East) Ltd., Mr. Holba holds a M.Sc. in Mechanical Engineering from the Norwegian Institute of Technology (NTH).