Moscow, Russian Federation September 21, 2007
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- 67,367 21,592 15,066 Finance lease liability . . . . . . . . . . . . 2,997 4,617 — Total non-current debt
- Total
- SUMMARY OF CERTAIN DIFFERENCES BETWEEN U.S. GAAP AND IFRS
- Restructured liabilities
- INDUSTRY OVERVIEW Size
- Country Installed electric capacity, GW (2006) Country Electricity output, bln kW/h (2006)
- Electricity output (in bln kW/h) 2003 2004 2005 2006 Russia
As at December 31, Currency Effective interest rate Due 2006 2005 2004 (in millions of RUB) Bonds issued by subsidiaries: RAO HO . . . . . . . . . . . . . . . . . . . . . . RUB 5%-10% 2005 3,000 FSK . . . . . . . . . . . . . . . . . . . . . . . . . RUB 7.2%-8.8% 2007 - 2010 30,000 19,000 5,000 Mosenergo . . . . . . . . . . . . . . . . . . . . . RUB 7.65% 2016 10,000 — MOESK . . . . . . . . . . . . . . . . . . . . . . . RUB 8.00% 2011 6,000 — OGK-5 . . . . . . . . . . . . . . . . . . . . . . . . RUB 8.00% 2011 5,000 — HydroOGK . . . . . . . . . . . . . . . . . . . . RUB 8.10% 2011 5,000 — Lenenergo . . . . . . . . . . . . . . . . . . . . . RUB 10.00% 2007 3,000 3,000 3,000 OGK-3 . . . . . . . . . . . . . . . . . . . . . . . . RUB 7.00% 2010 3,000 — Sverdlovenergo . . . . . . . . . . . . . . . . . . RUB 10.5%-11.5% 2007 500 278 359 Altayenergo . . . . . . . . . . . . . . . . . . . . RUB 18% 2005 600 Other bonds issued by subsidiaries . . . . — 400 400 62,500 22,678 12,359 Long-term debts payable to: EBRD . . . . . . . . . . . . . . . . . . . . . . RUB MosPrime + 2.15% 2013 5,000 — EBRD . . . . . . . . . . . . . . . . . . . . . . RUB 8.42%-9.32% 2016-2020 6,300 — EBRD . . . . . . . . . . . . . . . . . . . . . . EUR EURIBOR + 4.25% 2010 — 1,231 EBRD . . . . . . . . . . . . . . . . . . . . . . EUR EURIBOR 6.858% 2006-2010 972 EBRD . . . . . . . . . . . . . . . . . . . . . . EUR 6%-7.53% 2012-2015 276 1,977 EBRD . . . . . . . . . . . . . . . . . . . . . . USD MosPrime + 2.75% 2012 1,050 EBRD . . . . . . . . . . . . . . . . . . . . . . USD MosPrime + 4% 2017 750 — EBRD . . . . . . . . . . . . . . . . . . . . . . USD MosPrime + 3. 15% 2017 1,250 — EBRD . . . . . . . . . . . . . . . . . . . . . . USD MosPrime + 2% 2017 1,750 — EBRD . . . . . . . . . . . . . . . . . . . . . . USD MosPrime + 2.5% 2018 900 — EBRD . . . . . . . . . . . . . . . . . . . . . . USD MosPrime + 3.5% 2012 1,500 EBRD . . . . . . . . . . . . . . . . . . . . . . USD LIBOR + 3.5% 2007 432 906 EBRD . . . . . . . . . . . . . . . . . . . . . . USD LIBOR + 4% 2009 267 647 EBRD . . . . . . . . . . . . . . . . . . . . . . USD 5%-7% 2007-2009 1,498 Alpha-Bank . . . . . . . . . . . . . . . . . . . RUB 10%-12% 2006-2008 6,863 298 Gazprombank . . . . . . . . . . . . . . . . . RUB 9.8%-10% 2007-2008 1,555 387 Sberbank. . . . . . . . . . . . . . . . . . . . . RUB 10%-14.5% 2006-2011 6,085 4,182 2,802 Clovery PLC . . . . . . . . . . . . . . . . . . USD 7.75% 2008 3,950 — Municipal authority of Kamchatka region . . . . . . . . . . . . . . . . . . . . . USD LIBOR + 3% 2034 2,236 2,459 2,772 Nomos-Bank . . . . . . . . . . . . . . . . . . RUB 10%-14% 2006-2008 1,197 440 24 Vneshtorgbank. . . . . . . . . . . . . . . . . RUB 11%-15% 2006-2007 3,478 1,020 50 Bank Credit Suisse First Boston. . . . . USD RF30 + 2.5% 2010 731 1,119 Natexis bank . . . . . . . . . . . . . . . . . . USD LIBOR + 2.5% 2008 395 432 Other Russian banks . . . . . . . . . . . . RUB 10%-15% 2006-2011 12,315 4,751 Nordic Investment Bank . . . . . . . . EUR Euribor 6.904% 2012 1,041 — MPS Russia . . . . . . . . . . . . . . . . . RUB 0% 2009 1,471 Kommertsbank . . . . . . . . . . . . . . . USD 9% 2006 1,249 Other long-term debts . . . . . . . . . . . 7,074 3,720 3,223 67,367 21,592 15,066 Finance lease liability . . . . . . . . . . . . 2,997 4,617 — Total non-current debt . . . . . . . . . . . 132,864 48,887 27,425 Less: current portion of non-current debt. . . . . . . . . . . . . . . . . . . . . . . (25,087) (10,095) (7,378) Total . . . . . . . . . . . . . . . . . . . . . . . . 107,777 38,792 20,047 132 The table below shows a schedule of repayment dates of the RAO UES Group’s long-term borrowings as at December 31, 2006, 2005 and 2004: 2006 2005 2004 (in millions of RUB) Due for repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Between one and two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,423 13,213 4,163 Between two and five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,192 21,442 14,100 After five years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,162 4,137 1,784 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,777 38,792 20,047 133 SUMMARY OF CERTAIN DIFFERENCES BETWEEN U.S. GAAP AND IFRS The financial information included in this Information Statement is, except where otherwise indicated, prepared and presented in accordance with IFRS, which differ in certain material respects from U.S. GAAP. The following is a summary of certain differences that exist between U.S. GAAP and IFRS as at December 31, 2006, having regard to authoritative pronouncements the adoption of which was mandatory as of that date. Other standards or pronouncements may have been issued whose adoption is only mandatory after that date. In addition, the organizations that determine U.S. GAAP and IFRS have projects on-going that could have a significant impact on future comparisons such as this. This description is not intended to provide a comprehensive listing of all such differences specifically related to the RAO UES Group, the Subsidiaries or the industries in which they operate. The RAO UES Group is responsible for preparing the summary below. Neither the RAO UES Group nor the Subsidiaries have prepared financial statements in accordance with U.S. GAAP or prepared a reconciliation of their financial statements to U.S. GAAP and related footnote disclosure and have not qualified such differences and, accordingly, neither the RAO UES Group nor the Subsidiaries can offer any assurances that the summary is complete or the differences described below would, in fact, be the accounting principles creating the greatest differences between financial statements of the RAO UES Group or the Subsidiaries, as the case may be, prepared under U.S. GAAP and under IFRS. In addition, neither the RAO UES Group nor the Subsidiaries can estimate the net effect that applying U.S. GAAP would have on their respective results of operations or financial position, or any component thereof, in any of the presentations of financial information in this Information Statement or elsewhere. However, the effect of such differences may be material, and in particular, it may be that the total shareholders’ equity, and net profit prepared on the basis of U.S. GAAP would be materially different due to these differences. Shareholders should consult their own professional advisors for an understanding of the differences between IFRS and U.S. GAAP, and how those differences might affect the financial information herein and elsewhere. U.S. GAAP is generally more restrictive and comprehensive than IFRS regarding recognition and measurement of transactions, account classification and disclosure requirements. No attempt has been made to identify all disclosure, presentation or classification differences that would affect the manner in which transactions and events are presented in the financial statements or the notes thereto. IFRS U.S. GAAP Depreciation of property, plant and equipment The depreciable amount of an item of property, plant and equipment must be allocated on a systematic basis over its useful life, reflecting the pattern in which the asset’s benefits are consumed by the entity. Any changes in the depreciation method used are treated as a change in accounting estimate reflected in the depreciation charge for the current and prospective periods. Similar to IFRS, except that U.S. GAAP classifies a change in the depreciation method as a change in accounting policy. The cumulative effect of the change is then reflected in the current year’s statement of operations. Impairment of assets An entity must assess annually whether there are any indications that an asset may be impaired. If there is any such indication, the assets must be tested for impairment. An impairment loss must be recognized in the statement of operations when an asset’s carrying amount exceeds its recoverable amount. Similar to IFRS except that for assets to be held and used, impairment is first measured by reference to undiscounted cash flows. If impairment exists the entity must measure impairment by comparing the asset’s carrying value to its fair value. If there is no impairment by reference to undiscounted cash flows, no further action is required but the useful life of the asset must be reconsidered. 134 IFRS U.S. GAAP The impairment loss is the difference between the asset’s carrying amount and its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and its value in use. Value in use is the future cash flows to be derived from the particular asset, discounted to present value using a pre-tax market determined rate that reflects the current assessment of the time value of money and the risks specific to the asset. The impairment loss is based on the asset’s fair value, being either market value (if an active market for the asset exists) or the sum of discounted future cash flows. The discount rate reflects the risk specific to that asset. An impairment loss recognized for an asset should be reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized, in which case, the carrying amount of the asset should be increased to its recoverable amount. For assets to be disposed of, the loss recognized is the excess of the asset’s carrying amount over its fair value less cost to sell. Such assets are not depreciated or amortized during the selling period. Prohibits reversals of impairment losses for assets to be held and used. Subsequent revisions, both increases and decreases, to the carrying amount of an asset to be disposed, must be reported as adjustments to the carrying amount of the asset but limited by the carrying amount at the date the decision to dispose of the asset is made. Business combinations Business combinations initiated after March 31, 2004, are acquisitions and accounted for in accordance with one method — the purchase method. Before March 31, 2004, business combinations accounted for as acquisitions were the most common method of accounting for a business combination, as the use of the uniting of interests method was severely restricted. All business combinations initiated after June 30, 2001 are acquisitions and accounted for in accordance with one method — the purchase method. Before June 30, 2001, business combinations were accounted for using either the purchase method or the pooling-of interests method. The date of acquisition is the date on which the acquirer obtains control over the acquired entity. The date of acquisition is the date on which assets are received or securities are issued. The purchase method records the assets and liabilities of the acquired entity at fair value. The cost of acquisition is the amount of cash or cash equivalents (or fair value of non-monetary assets exchanged). Similar to IFRS. Minority interest at acquisition stated at minority’s share of the fair value of acquired identifiable assets, liabilities and contingent liabilities. Minority interests at acquisition stated at minority’s share of pre-acquisition carrying value of net assets. The identification and measurement of acquiree’s identifiable assets, liabilities and contingent liabilities are reassessed. Any excess remaining after reassessment is recognized in statement of operations immediately. Any excess after reassessment is used to reduce proportionately the fair values assigned to non- current assets (with certain exceptions). Any remaining excess is recognized in the statement of operations immediately as an extraordinary gain. 135 IFRS U.S. GAAP Fair value determined on a provisional basis can be adjusted against goodwill within 12 months of the acquisition date. Subsequent adjustments are recorded in income statement unless they are to correct an error. Similar to IFRS. Once fair value allocation is finalized, no further changes are permitted except for the resolution of know pre-acquisition contingencies. The adjustments made during the allocation period related to data for which management was waiting to complete the allocation are recorded against goodwill. Inventories Carried at the lower of cost or net realizable value (being sale proceeds less all further costs to bring the inventories to completion). Reversal is required for a subsequent increase in value of inventory previously written down. Broadly consistent with IFRS, in that the lower of cost and market value is used to value inventories. Market value is defined as being current replacement cost subject to an upper limit of net realizable value and a lower limit of net realizable value. Reversal of a provision for inventory previously written down is prohibited. LIFO method of determining inventory cost is prohibited. LIFO method of determining inventory cost is permitted. Taxation Current and deferred taxes are measured based on tax laws and rates that have been enacted or ‘‘substantively enacted’’ by the balance sheet date. In some jurisdictions, announcements of tax rates (and tax laws) by the government have the substantive effect of actual enactment, which may follow the announcement by a period of several months. In these circumstances, tax assets and liabilities are measured using the announced tax rate (and tax laws). Current and deferred taxes are measured using enacted tax laws and rates. For federal tax purposes in the United States, the enactment date is the date that the president signs the tax law. Enactment of a new tax law is viewed as a discrete event of the period of enactment. Restructured liabilities Liabilities are remeasured (extinguished) and gain or loss recognized when there is a significant modification of terms. Liabilities are remeasured and gain or loss recognized in accordance with EITF 96-19, ‘‘Debtors Accounting for a Modification in Exchange of Debt Instruments’’, which is more restrictive than IFRS concerning what represents a significant modification of terms. Deferred tax assets Deferred tax assets are recognized when it is probable that future taxable profits will be available against which the deferred tax asset can be utilized. The carrying amount of the deferred tax asset is reviewed at each balance sheet date and reduced if appropriate. Similar to IFRS but recognize all deferred tax assets and provide a valuation allowance if is more likely than not that some portion, or all, of the deferred tax asset will not be realized. There are a number of specific differences in application. Segment reporting Report primary and secondary (business and geographic) segments based on risks and returns. Report based on internal reporting segments. Operating segments are those business activities for which discrete information is available, and whose operating results are regularly reviewed by the entity’s chief operating decision maker in determining resource allocation and assessing performance. 136 INDUSTRY OVERVIEW Size The power sector is one of Russia’s key industries, and was responsible for 11% of its gross domestic product (‘‘GDP’’) in 2006. Russia’s power sector is among the largest in the world, ranking fourth in terms of both installed electric capacity and electricity output, after the U.S., China and Japan, in 2006. Country Installed electric capacity, GW (2006) Country Electricity output, bln kW/h (2006) 1. USA 1 . . . . . . . . . . . . . . . . . . . 1,050 1. USA 4 . . . . . . . . . . . . . . . . . . . 4,254 2. China 2 . . . . . . . . . . . . . . . . . . 508 2. China 4 . . . . . . . . . . . . . . . . . . 2,834 3. Japan 3 . . . . . . . . . . . . . . . . . . 273 3. Japan 4 . . . . . . . . . . . . . . . . . . 1,150 4. Russia 1 . . . . . . . . . . . . . . . . . . 221 4. Russia 4 . . . . . . . . . . . . . . . . . . 993 5. Canada 3 . . . . . . . . . . . . . . . . . 123 5. India 4 . . . . . . . . . . . . . . . . . . . 727 6. India 2 . . . . . . . . . . . . . . . . . . . 115 6. Germany 4 . . . . . . . . . . . . . . . 636 7. France 3 . . . . . . . . . . . . . . . . . . 112 7. Canada 4 . . . . . . . . . . . . . . . . . 584 8. Germany 2 . . . . . . . . . . . . . . . 110 8. France 4 . . . . . . . . . . . . . . . . . . 571 9. Brazil 1 . . . . . . . . . . . . . . . . . . 89 9. Brazil 4 . . . . . . . . . . . . . . . . . . 419 10. U.K. 1 . . . . . . . . . . . . . . . . . . 80 10. South Korea 4 . . . . . . . . . . . 416 Source: (1) The World Alliance for Decentralised Energy, (2) The Institute of Electrical Engineers of Japan, (3) The International Atomic Energy Agency, (4) BP Statistical Review of World Energy June 2007. Electricity Generation The electricity generation industry of Russia consists primarily of: • thermal power plants (fossil-fuel-powered plants, including natural gas, coal and fuel oil-fired plants, producing either electricity or both electricity and heat). They include in particular the 14 TGKs and six OGKs, in which most of Russia’s thermal generation capacity is currently consolidated; • approximately 102 hydro power plants (water-powered plants producing electricity). Approximately half of Russia’s hydro power plants are to be consolidated into a single holding company, the HydroOGK; and • approximately ten nuclear power plants (nuclear-powered plants producing electricity). All Russian nuclear power plants are currently owned by the state and operated by Rosenergoatom. See ‘‘—Current Market Structure — Power Generation Companies — Rosenergoatom’’. In 2006, thermal power plants, hydro power plants and nuclear power plants accounted for approximately 66.7%, 17.6% and 15.7%, respectively, of Russia’s electricity generation according to RAO UES. The installed electric capacity of thermal power plants, hydro power plants and nuclear power plants is currently 150.4 thousand MW, 46.3 thousand MW and 23.3 thousand MW, respectively, which represented 68.4%, 21.0% and 10.6% of the capacity in Russia, according to Minpromenergo, the Ministry of Industry and Energy of the Russian Federation. In 2006, Russia’s total installed electric capacity was 221 thousand MW according to Minpromenergo. Of this, the RAO UES Group accounted for 159.2 thousand MW or 72.1% according to RAO UES. In 2006, the installed electric capacity of the RAO UES Group comprised: OGKs, which provided 74.8 thousand MW, representing 47.0% of the RAO UES Group’s installed electric capacity; TGKs, which provided 54.3 thousand MW, representing 34.1% of the RAO UES Group’s installed electric capacity; and other sources, which provided 30.1 thousand MW, representing 18.9% of the RAO UES Group’s installed electric capacity. Following the collapse of the Soviet Union, Russia experienced a decline in electricity output from 1,068.2 bln kW/h in 1991 to 827.2 bln kW/h in 1998, according to the BP Statistical Review of World Energy (June 2007). Since 1998, electricity output in Russia has been growing at an average annual 137 growth rate of approximately 2.4% and the rate of increase accelerated to 4.5% in 2006 according to the BP Statistical Review of World Energy (June 2007) and RAO UES. The table below illustrates this growth between 2003 and 2006. Electricity output (in bln kW/h) 2003 2004 2005 2006 Russia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 916.3 931.9 953.1 995.6 Thermal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608.3 609.4 629.2 664.1 Hydro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157.7 177.8 174.4 175.0 Nuclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.3 144.7 149.5 156.5 Download 4.8 Kb. Do'stlaringiz bilan baham: |
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