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Research Update:<br />

Russian Potash Producer OJSC<br />

<strong>Uralkali</strong> Rated 'BBB-'; Outlook<br />

Stable<br />

Primary Credit Analyst:<br />

Ekaterina Grinevich, Moscow (7) 495-783-4061;ekaterina_grinevich@standardandpoors.com<br />

Secondary Contact:<br />

Elena Anankina, CFA, Moscow (7) 495-783-4130;elena_anankina@standardandpoors.com<br />

Table Of Contents<br />

Overview<br />

Rating Action<br />

Rationale<br />

Outlook<br />

Related Criteria And Research<br />

Ratings List<br />

June 18, 2012<br />

www.standardandpoors.com/ratingsdirect 1<br />

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Research Update:<br />

Russian Potash Producer OJSC <strong>Uralkali</strong> Rated<br />

'BBB-'; Outlook Stable<br />

Overview<br />

• Russian potash producer <strong>Uralkali</strong> benefits from a leading global position<br />

in the supportive potash market, robust profitability, and a prudent<br />

financial policy resulting in healthy credit metrics.<br />

• Key risks relate to industry cyclicality, concentration on a single<br />

product, dividend pressure from high debt at the shareholder level, and<br />

Russian country risk.<br />

• We are assigning our 'BBB-' long-term corporate credit and 'ruAAA'<br />

national scale ratings to <strong>Uralkali</strong>.<br />

• The stable outlook reflects our expectations that <strong>Uralkali</strong> will continue<br />

to benefit from a supportive potash market environment, impressive FOCF<br />

generation capacity, while keeping debt leverage at modest levels even<br />

after the planned exceptional shareholder distributions this year.<br />

Rating Action<br />

On June 18, 2012, Standard & Poor's Ratings Services assigned its 'BBB-'<br />

long-term corporate credit and 'ruAAA' Russia national scale ratings to OJSC<br />

<strong>Uralkali</strong>, a Russia-based potash producer. The outlook is stable.<br />

Rationale<br />

The rating on <strong>Uralkali</strong> is supported by our view of the company's<br />

"satisfactory" business risk profile and "intermediate" financial risk<br />

profile, as our criteria define these terms. Key strengths include its leading<br />

position in the global potash market; fundamentally strong industry conditions<br />

with high barriers to entry; robust profitability supported by a low cost<br />

base; and a prudent financial policy, which results in healthy credit ratios<br />

and an "adequate" liquidity position.<br />

These strengths are partly challenged, in our view, by the inherent<br />

cyclicality and volatility of the potash market; <strong>Uralkali</strong>'s concentration on a<br />

single product (potash); dividend pressure from servicing the substantial bank<br />

debt incurred by its five Russian individual shareholders, which own a<br />

combined 55% stake; and risks of operating in the Russian Federation (foreign<br />

currency BBB/Stable/A-3; local currency BBB+/Stable/A-2; Russia national scale<br />

'ruAAA').<br />

<strong>Uralkali</strong>'s "satisfactory" business risk profile is largely supported by the<br />

company's leading market position in potash. It provides about 20% of global<br />

capacity and production and holds the world's second-largest potash reserve<br />

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Research Update: Russian Potash Producer OJSC <strong>Uralkali</strong> Rated 'BBB-'; Outlook Stable<br />

base, behind Canada's Potash Corp. of Saskatchewan Inc. (PotashCorp;<br />

A-/Stable/A-2).<br />

Fundamentals for the potash business are strong, given that approximately<br />

two-thirds of the world's high-quality, economical potash capacity and almost<br />

90% of estimated reserves are in Canada, Russia, and Belarus. China and India<br />

rely heavily on imports.<br />

Furthermore, the industry is consolidated and has high barriers to entry,<br />

given limited available potash reserves and the substantial investment and<br />

extensive time needed to build up new supply. Although recently announced<br />

greenfield projects by several new entrants could lead to a supply-demand<br />

imbalance in the medium to long term, we currently don't view it as a high<br />

risk because we expect three leading global consortia to continue dominating<br />

global supplies, because of the lower industry expertise of new, much smaller<br />

players, and because several projects have already been delayed.<br />

<strong>Uralkali</strong> expects to increase its potash capacity to approximately 19 million<br />

metric tons by 2021. We think this will allow it to maintain its market<br />

position in the long term. Its potash mines are among those with the lowest<br />

cost and have long reserve lives.<br />

<strong>Uralkali</strong>'s business risk profile is constrained by the fertilizer industry's<br />

inherent volatility and cyclicality, as seen in the severe drop in potash<br />

prices in 2009 from their peak in 2008. Although demand for potash and<br />

fertilizers remains strong in general, given tight global grain inventories,<br />

we don't rule out a softening in demand--and consequently in prices--because<br />

of increasing global economic uncertainty. Absence of product diversity is<br />

another rating constraint, as <strong>Uralkali</strong> is concentrated on only one product,<br />

unlike PotashCorp, which is diversified into phosphate mining and fertilizer<br />

production.<br />

<strong>Uralkali</strong>'s financial risk profile is "intermediate" in our view, which is<br />

largely supported by the company's prudent financial policy, with a publicly<br />

stated target of net debt to EBITDA of below 2.0x and a balanced approach to<br />

investment spending and shareholder distributions. Another important<br />

supportive factor is <strong>Uralkali</strong>'s robust free operating cash flow (FOCF),<br />

healthy credit metrics, and adequate liquidity position.<br />

<strong>Uralkali</strong>'s financial risk profile is challenged mainly by its substantial bank<br />

debt at the individual shareholder level of approximately $7.7 billion in<br />

total, according to publicly available information. This creates a risk of<br />

excessive shareholder distributions, but is partly mitigated in our view by<br />

the 45% free float and management's public commitment to modest leverage. For<br />

example, <strong>Uralkali</strong> has announced a $2.5 billion share buyback program, which we<br />

think will result in a manageable increase in debt.<br />

Our base-case scenario for 2012 foresees EBITDA increasing further to $2.5<br />

billion or higher, supported by favorable potash demand and prices ($460 per<br />

metric ton). This follows EBITDA of $2.1 billion in 2011, ($423 per metric ton<br />

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Research Update: Russian Potash Producer OJSC <strong>Uralkali</strong> Rated 'BBB-'; Outlook Stable<br />

average price) and margins of about 60%.<br />

At the same time, we expect leverage to increase somewhat in 2012, with<br />

adjusted debt to EBITDA up to 1.5x on the back of the company's sizable share<br />

buyback program and after an extraordinary dividend payment, which in our view<br />

could total $2.5 billion. Adjusted debt could, for instance, rise to $3.8<br />

billion from $2.7 billion at year-end 2011. We forecast <strong>Uralkali</strong>'s debt and<br />

leverage will fall again to about 1.0x in 2013-2014. This forecast factors in<br />

an assumed 50% dividend payout ratio (equating to annual dividends of $0.7<br />

billion-$0.8 billion) and capital spending averaging around $0.7 billion<br />

annually in the next two-three years. In our base-case scenario, we foresee<br />

adjusted funds from operations (FFO)-to-debt ratios of at least 55%-65% in<br />

2012-2014 (63% on Dec 31, 2011).<br />

Liquidity<br />

We currently view <strong>Uralkali</strong>'s liquidity as "adequate" according to our<br />

criteria. We base our assessment of <strong>Uralkali</strong>'s liquidity on our estimated<br />

ratio of potential sources of liquidity to potential uses of liquidity over a<br />

two-year period, as well as demonstrated access to financing from Russian<br />

banks.<br />

For the first year (starting April 1, 2012), we estimate the ratio at about<br />

1.3x, and for the second year (starting April 1, 2013) at 1.6x.<br />

As of April 1, 2012, we estimate <strong>Uralkali</strong>'s liquidity needs over the next 12<br />

months to be about $3.9 billion, comprising:<br />

• Debt maturities of about $1.0 billion in the first year and $1.0 billion<br />

in the second year;<br />

• Maintenance capital expenditures of about $300 million per year;<br />

• Dividends for 2011, which we expect will be paid in the amount of $600<br />

million within the next 12 months (including $378 million announced<br />

recently);<br />

• Execution of the share buyback, on which we believe <strong>Uralkali</strong> will spend<br />

at least $2.5 billion in total, or $2.0 billion starting April 1, 2012;<br />

and<br />

• Assumed minimal working-capital outflows.<br />

Although the $2.5 billion share buyback program has been exercised only for<br />

25%-30% to date, we believe that <strong>Uralkali</strong> will either complete it if market<br />

conditions are favorable or will pay the unutilized amount in full to its<br />

shareholders as an extraordinary dividend.<br />

We estimate <strong>Uralkali</strong>'s liquidity sources to be about $5.0 billion. These<br />

include:<br />

• Considerable estimated surplus cash and short-term investments of about<br />

$1.7 billion on April 1, 2012. We exclude about $100 million in cash,<br />

which we consider tied to the operations;<br />

• A long-term committed credit line at Sberbank of about $1.2 billion,<br />

available for use until November 2012 and maturing in late 2014; and<br />

Standard & Poors | RatingsDirect on the Global Credit Portal | June 18, 2012 4<br />

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• FFO, which we estimate in our base-case credit scenario at about $2.1<br />

billion.<br />

<strong>Uralkali</strong> is subject to maintenance covenants under several of its bank loan<br />

agreements. We consider that the headroom for the April 1, 2012, test is<br />

robust and will remain so, with net debt to EBITDA closer to 1.0x-1.5x under<br />

our base-case scenario.<br />

Outlook<br />

The stable outlook reflects our expectation that <strong>Uralkali</strong> will maintain<br />

moderate leverage and adhere to its relatively prudent financial policies,<br />

notably in terms of managing shareholder distributions versus prevailing FOCF.<br />

It also factors in our expectation of a continued supportive potash market,<br />

despite the uncertain global economic environment.<br />

We consider adjusted debt to EBITDA of about 1.0x-1.5x as commensurate with<br />

the current rating, under normal pricing conditions.<br />

We could lower the rating if adjusted debt to EBITDA exceeded 2.0x in a<br />

downturn, without near-term prospects of recovery or appropriate management<br />

actions. A downgrade could also occur if the company's leverage or dividend<br />

policies were to become more aggressive than we currently anticipate.<br />

We do not currently see any potential for an upgrade, mainly because of<br />

country risk constraints and sizable debt at the shareholder level.<br />

Related Criteria And Research<br />

All articles listed below are available on RatingsDirect on the Global Credit<br />

Portal, unless otherwise stated.<br />

• 2008 Corporate Criteria: Analytical Methodology, April 15, 2008<br />

• 2008 Corporate Criteria: Ratios And Adjustments, April 15, 2008<br />

• Criteria Methodology: Business Risk/Financial Risk Matrix Expanded, May<br />

27, 2009<br />

• Use Of CreditWatch And Outlooks, Sept. 14, 2009<br />

• Methodology And Assumptions: Liquidity Descriptors For Global Corporate<br />

Issuers, Sept. 28, 2011<br />

Ratings List<br />

Research Update: Russian Potash Producer OJSC <strong>Uralkali</strong> Rated 'BBB-'; Outlook Stable<br />

New Rating<br />

OJSC <strong>Uralkali</strong><br />

Corporate Credit Rating BBB-/Stable/--<br />

Russia National Scale Rating ruAAA<br />

Additional Contact:<br />

Industrial Ratings Europe;CorporateFinanceEurope@standardandpoors.com<br />

www.standardandpoors.com/ratingsdirect 5<br />

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Research Update: Russian Potash Producer OJSC <strong>Uralkali</strong> Rated 'BBB-'; Outlook Stable<br />

Complete ratings information is available to subscribers of RatingsDirect on<br />

the Global Credit Portal at www.globalcreditportal.com. All ratings affected<br />

by this rating action can be found on Standard & Poor's public Web site at<br />

www.standardandpoors.com. Use the Ratings search box located in the left<br />

column. Alternatively, call one of the following Standard & Poor's numbers:<br />

Client Support Europe (44) 20-7176-7176; London Press Office (44)<br />

20-7176-3605; Paris (33) 1-4420-6708; Frankfurt (49) 69-33-999-225; Stockholm<br />

(46) 8-440-5914; or Moscow 7 (495) 783-4009.<br />

Standard & Poors | RatingsDirect on the Global Credit Portal | June 18, 2012 6<br />

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