Moscow, Russian Federation September 21, 2007
EXHIBIT I — DISAGGREGATION OF HISTORICAL FINANCIAL INFORMATION OF THE
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EXHIBIT I — DISAGGREGATION OF HISTORICAL FINANCIAL INFORMATION OF THE RAO UES GROUP The following tables present certain consolidated historical financial information of the RAO UES Group disaggregated by certain Subsidiaries. This disaggregation has been prepared on the basis described in the accompanying notes using information from the IFRS consolidated financial statements of the RAO UES Group for the year ended December 31, 2006, however it is not part of those financial statements. Information in this section is provided for illustrative purposes only and does not purport to represent what the actual financial position of the RAO UES Group would have been if the reorganization process had finished on December 31, 2006, nor is it necessarily indicative of the financial position of the RAO UES Group, or any of the Subsidiaries’ financial position, individually or in the aggregate, for any future period. The RAO UES Group’s consolidated financial statements for the year ended December 31, 2006 were prepared in accordance with IFRS, which differs in certain respects from U.S. GAAP. For a description of the principal differences between IFRS and U.S. GAAP, see ‘‘Summary of Certain Differences between U.S. GAAP and IFRS’’. This disaggregation of historical financial information is presented with respect to the Spin-Offs from the RAO UES Group according to the following subgroups: • HydroOGK; • OGKs (excluding HydroOGK); • TGKs; • FSK (including entities, which will be consolidated into the FSK in the course of the reorganization of RAO UES); • MRSKs (including entities, which will be consolidated into the MRSKs in the course of the reorganization of RAO UES); • East Energy Systems; and • InterRAO (including Sochinskaya TES). F-1 Consolidated Balance Sheet of the RAO UES Group as at December 31, 2006 (in millions RUB) disaggregated by certain Subsidiaries RAO UES Group 1 Consolidation adjustments 2 OGKs 3 aggregated TGKs 4 aggregated HydroOGK 5 FSK 6 MRSKs 7 East Energy Systems 8 InterRAO 9 ASSETS Non-current assets Property, plant and equipment . . . . . . 1,217,526 35,618 113,114 289,297 141,841 244,877 276,083 71,141 45,555 Investments in associates and jointly-controlled entity . . . . . . . . . . 3,338 (1,048) — 1,319 — 2,533 — — 534 Deferred profit tax assets . . . . . . . . . . 3,988 205 116 91 913 65 2,073 503 21 Other non-current assets . . . . . . . . . . 34,165 (9,441) 1,932 4,655 5,919 18,347 6,282 5,665 807 Total non-current assets . . . . . . . . . . 1,259,017 25,334 115,162 295,362 148,673 265,822 284,438 77,309 46,917 Current assets Cash and cash equivalents . . . . . . 54,101 17,020 3,004 9,890 2,385 11,221 7,392 1,049 2,140 Accounts receivable and prepayments . . 134,282 (40,932) 8,216 31,707 21,249 44,852 40,971 16,440 11,779 Inventories. . . . . . . . 60,973 4,505 11,526 21,953 929 1,485 11,444 7,667 1,464 Other current assets . 30,180 (1,494) 1,351 1,975 5,423 18,859 3,740 12 314 Total current assets . . 279,536 (20,901) 24,097 65,525 29,986 76,417 63,547 25,168 15,697 — Non-current assets classified as held for sale . . . . . . . . . 4,883 — — 4,883 — — — — — — TOTAL ASSETS . . . 1,543,436 4,433 139,259 365,770 178,659 342,239 347,985 102,477 62,614 F-2 Consolidated Balance Sheet of the RAO UES Group as at December 31, 2006 (in millions RUB) disaggregated by certain Subsidiaries RAO UES Group 1 Consolidation adjustments 2 OGK 3 aggregated TGK 4 aggregated HydroOGK 5 FSK 6 MRSKs 7 East Energy Systems 8 InterRAO 9 EQUITY AND LIABILITIES Equity Total equity 10 . . . . . . 1,026,750 91,492 92,570 237,171 130,409 202,599 220,894 17,943 33,672 Non-current liabilities Deferred profit tax liabilities. . . . . . . . 136,496 4,720 15,048 29,904 9,379 52,348 17,843 6,593 661 Non-current debt . . . 107,777 4,423 1,075 30,426 18,783 30,616 12,604 3,618 6,231 Other non-current liabilities. . . . . . . . 15,755 (2,281) 2,047 3,669 130 (300) 8,619 3,127 745 Total non-current liabilities. . . . . . . . 260,028 6,862 18,170 63,999 28,292 82,664 39,066 13,338 7,637 Current liabilities Current debt and current portion of non-current debt . . 101,935 (10,499) 16,897 29,705 10,085 12,808 23,655 15,011 4,274 Accounts payable and accrued charges . . . . . . . . . 112,128 (91,371) 8,496 27,139 8,601 42,947 53,583 47,341 15,393 Taxes payable. . . . . . 41,965 7,949 3,126 7,126 1,272 1,221 10,787 8,844 1,638 Total current liabilities. . . . . . . . 256,028 (93,921) 28,519 63,970 19,958 56,976 88,025 71,196 21,305 Liabilities directly associated with non-current assets classified as held for sale . . . . . . . . . 630 — — 630 — — — — — Total liabilities . . . . . 516,686 (87,059) 46,689 128,599 48,250 139,640 127,091 84,534 28,942 TOTAL EQUITY AND LIABILITIES . . . . 1,543,436 4,433 139,259 365,770 178,659 342,239 347,985 102,477 62,614 F-3 Consolidated Statement of Operations for the year ended December 31, 2006 (in millions RUB) disaggregated by certain Subsidiaries RAO UES Group 1 Consolidation adjustments 2 OGK 3 aggregated TGK 4 aggregated HydroOGK 5 FSK 6 MRSKs 7 East Energy Systems 8 InterRAO 9 Revenues . . . . . . . . . 894,896 (87,644) 133,320 282,583 26,702 111,483 298,290 87,489 42,672 Other operating income . . . . . . . . . 6,592 4,765 558 1,269 — — — — — Reversal of tariff imbalance . . . . . . . 11,708 (886) — — — 3,915 1,705 6,355 620 Reversal of impairment . . . . . . 189,629 6,709 30,725 76,074 28,546 33,351 299 12,299 1,626 Operating expenses . . (820,556) 112,153 (133,518) (285,115) (28,621) (95,974) (264,693) (87,488) (37,301) Operating profit . . . . 282,269 35,097 31,085 74,811 26,627 52,775 35,601 18,655 7,617 Finance costs . . . . . . (15,669) (2,058) (1,600) (2,323) (1,285) (2,027) (2,859) (2,815) (700) Share of profit/(loss) of associates . . . . . (520) 18 — 18 — (490) — — (66) Profit before profit tax . . . . . . . . . . . . 266,080 33,057 29,485 72,506 25,342 50,258 32,742 15,840 6,851 Total profit tax charge . . . . . . . . . (116,562) (3,787) (8,500) (22,877) (8,516) (53,341) (10,495) (7,798) (1,248) Profit for the period . 149,518 29,270 20,985 49,629 16,826 (3,083) 22,247 8,042 5,603 Notes: 1. RAO UES Group’s consolidated balance sheet as at December 31, 2006 and statement of operations for the year ended December 31, 2006 were derived from the RAO UES Group’s consolidated financial statements for the year ended December 31, 2006. 2. Information for each of the subsidiary subgroups has been presented prior to elimination of any inter-subgroup transactions and balances (except where intragroup transactions and balances arose within a subsidiary subgroup). The consolidation adjustments include: elimination of inter-subgroup revenues and costs, borrowings, accounts receivable and payable, inter-subgroup investments and share capitals. In addition, consolidated financial statements of OGK-5, TGK-5 and energy retailing companies (a full list of such entities is available on the web-site of RAO UES) were included into this column. 3. OGKs aggregated represent all OGKs except OGK-5 and HydroOGK. 4. TGKs aggregated represent all TGKs except TGK-5. 5. HydroOGK includes all entities which will be merged with or otherwise acquired by HydroOGK during the reorganization process (mainly hydro power stations). 6. The FSK includes high-voltage transmission companies and certain RAO UES subsidiaries, which will merge with the FSK. In addition, the FSK as a successor company will receive certain assets and liabilities of RAO UES. 7. The MRSKs include low-voltage distribution companies, which will be within the MRSKs’ segment. 8. East Energy Systems represents entities which are located in the Far East region. 9. InterRAO includes the entities of the InterRAO Group (with foreign subsidiaries), Kaliningradskaya TES, Severo-Zapadnaya TES, Sochinskaya TES and Ivanovskie PGU. 10. Due to the fact that it is difficult to determine the final share capital structure of the RAO UES Group entities after reorganization, share capitals are not presented in separate lines and shown together in the line Total equity. F-4 EXHIBIT II — SUMMARY OF CERTAIN DIFFERENCES BETWEEN IFRS AND RAS The financial information included herein is prepared and presented in accordance with IFRS. Certain differences exist between IFRS and RAS, which might be material to the financial information herein. The following is a discussion of some of the differences between IFRS and RAS and the consequential differences in disclosure and presentation in financial statements prepared under IFRS and RAS. RAO UES is responsible for preparing the summary below. RAO UES has not prepared a complete reconciliation of its financial statements and related footnote disclosure between IFRS and RAS and has not quantified such differences. Accordingly, no assurance is provided that the following discussion is complete. It is not intended to be a comprehensive analysis of all significant differences, nor a detailed comparison, of IFRS and RAS. Shareholders should consult their own professional advisors for an understanding of the differences between IFRS and RAS and how those differences might affect the financial information herein and elsewhere. Some general differences in accounting treatment between RAS and IFRS include the following: • IFRS’ versatility and strength lies in the assessment of the economic substance of the underlying transactions, rather than their legal form. In Russian accounting practice legal form usually determines transaction’s treatment and presentation at the face of financial statements, which may have the effect of impeding the fair presentation of the operations’ results and financial position. • The system of Russian accounting standards is still in the process of formation. Therefore, some Russian accounting standards that have been adopted may not be applied in practice, including the presentation of consolidated financial statements, the recognition of certain valuation allowances and accruals and detailed levels of financial disclosures. • In accordance with IFRS, companies operating in a ‘‘hyperinflationary economy’’ are required to restate their local currency financial statements in terms of a measurement unit current at the balance sheet date by applying a general price index to all non-monetary assets and liabilities, all components of shareholders’ equity and items of income and expense, before their financial statements are presented and/or included in their parent’s consolidated financial statements. For Russian enterprises reporting under IFRS, the use of indexation tended to have an important impact on financial results because of the high levels of inflation experienced by the Russian economy from the early 1990s. Effective January 1, 2003, Russia is no longer considered to be a hyperinflationary economy for IFRS purposes. Under RAS, which does not have specific rules for reporting in a hyperinflationary environment, companies continued to report in historical rubles during the periods of hyperinflation without any adjustments for loss of the purchasing power of the ruble. F-5 IFRS RAS Consolidation Subsidiaries Control is a key basis to determine whether company is a subsidiary or not. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Definition of subsidiary is based on possibility to influence its decision taking process via dominant stake, agreement or in other manner. Associates Significant influence is a key basis to determine whether company is an associate or not. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. If an investor holds, directly or indirectly (e.g. through subsidiaries), 20 percent or more of the voting power of the investee, it is presumed that the investor has significant influence, unless it can be clearly demonstrated that this is not the case. Associate is a company in which a parent company has more than 20% of voting shares. For presentation of associate results equity method is used. Share of post-tax results is shown. Equity method is not used. Special purpose entities Special purpose entities (‘‘SPE’’) should be consolidated where substance of the relationship indicates control. No such guidance in RAS. Business combinations Business combinations initiated after March 31, 2004, are acquisitions and accounted for in accordance with one method — the purchase method. 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). Goodwill is recognized as the residual between the consideration paid and the percentage of the fair value of the business acquired. Acquired assets and liabilities should be recorded based on their carrying book value at the date of acquisition. 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. No subsequent adjustments arise as fair value is not determined and pre-acquisition carrying value of assets and liabilities is used. Minority interest at acquisition stated at minority’s share of the fair value of acquired identifiable assets, liabilities and contingent liabilities. Minority interest at acquisition stated as minority’s share of the carrying book value of acquired net assets. F-6 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. No such guidance in RAS. Non-current assets held for sale Non-current assets is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. A non-current assets classified as held for sale is measured at the lower of its carrying amount and fair value less costs to sell. Comparative balance sheet is not restated. No such guidance in RAS. Accounting of property, plant and equipment Historic cost of assets, acquired before January 1, 2003, has been restated upwards for IFRS purposes to remove the effect of inflation up to that date. Concept of inflation accounting does not exist in RAS. Correspondingly, property, plant and equipment is presented at historic cost net of accumulated depreciation, and subject to obligatory and voluntary revaluation. Book value of assets acquired before 1998 equals to their depreciated replacement cost. Property, plant and equipment are shown in balance sheet after impairment provision (IAS 36). An entity must assess annually whether there are any indications that an asset may be under- or over- impaired. If there is any such indication, the assets must be tested for impairment. If impairment is indicated, assets are written-off to the higher of fair value less costs to sell and value in use based on discounted cash flows. Reversal of impairment loss is required in certain circumstances. An impairment loss or reversal should be recognized in statement of operations. There are no specific rules for impairment of assets under RAS. Accounts receivable and accounts payable Accounts receivable and accounts payable are shown at fair values. Accounts receivable and accounts payable are shown at historic costs except for trade accounts receivable, which are shown in the financial statements net of bad debt provision. Financial instruments Trading, available-for-sale and derivative financial assets are generally recognized at fair value. Trading and derivative financial liabilities are often carried off-balance sheet until their settlement date, when the gains and losses from these instruments are recognized. F-7 Profit tax Only balance sheet method can be used to calculate deferred tax assets and liabilities. RAS do not specify that only a balance sheet method should be used to calculate deferred tax assets and liabilities. Pensions and other post-employment benefits Projected unit credit method is used to determine benefit obligation and record plan assets at fair value. Actuarial gains and losses can be deferred. No such guidance in RAS. Share-based payment transactions Expenses for services purchased are recognized. Corresponding amount is recorded either as a liability or an increase in equity, depending on whether transaction is determined to be cash- or equity-settled. Amount recorded is measured at fair value of share options granted. No such requirements in RAS. Cash-flow statement Use direct or indirect method. Only direct method is used. The indirect method is not allowed. Disclosures Starting from January 1, 2005, for state-controlled entities operations with other state-controlled entities should be disclosed in financial statements as related party transactions. In most cases, IFRS disclosure requirements, particularly with regard to listed securities, are much more extensive and detailed than comparable RAS disclosure requirements. No such requirements in RAS. F-8 THE COMPANY Russian Joint-Stock Company Unified Energy System of Russia 101-3, Vernadskogo Prosp. Moscow 119526 Russian Federation FINANCIAL ADVISORS TO THE COMPANY J.P. Morgan plc 125 London Wall London, EC2Y 5AJ United Kingdom KIT Finance Investment Bank 7/3 Znamenka St. Moscow 119019 Russian Federation Investment Financial Company METROPOL Limited Liability Company 13/1 Donskaya St. Moscow 119049 Russian Federation LEGAL ADVISORS TO THE COMPANY As to U.S. law Debevoise & Plimpton LLP Tower 42 Old Broad Street London, EC2N 1HQ United Kingdom As to Russian law Debevoise & Plimpton LLP Business Center ‘‘Mokhovaya’’ 4/7 Vozdvizhenka Street Building 2 Moscow 125009 Russian Federation AUDITORS AND TAX ADVISORS TO THE COMPANY ZAO ‘‘PricewaterhouseCoopers Audit’’ 52 Kosmodamianskaya Naberezhnaya, Bldg. 5 115054 Moscow Russian Federation Download 4.8 Kb. Do'stlaringiz bilan baham: |
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