Audit report on the financial statements of Rosneft Oil Company for the year ended 31 December 2015
Independent auditor’s report
To the Shareholders and the Board of Directors of Rosneft Oil Company
We have audited the accompanying financial statements of OJSC Rosneft Oil Company which consist of the balance sheet as at 31 December 2015, income statement for 2015 and appendices thereto.
Audited entity’s responsibility for the financial statements
The management of OJSC Rosneft Oil Company is responsible for the preparation and fair presentation of these financial statements in accordance with rules on the preparation of financial statements established in the Russian Federation and for the internal control system relevant to the preparation of financial statements that are free from material misstatements, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on the fairness of these statements based on our audit.
We conducted our audit in accordance with the federal standards on auditing effective in the Russian Federation and International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance that the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Audit procedures selection depends on the auditor’s judgment based on the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control system relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of OJSC Rosneft Oil Company as at 31 December 2015, its financial performance and its cash flows for 2015 in accordance with rules on the preparation of financial statements established in the Russian Federation.
Other matters
The accompanying financial statements are not intended to present the financial position and results of operations in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than the Russian Federation. Accordingly, the accompanying financial statements are not designed for those who are not informed about accounting principles, procedures and practices in the Russian Federation.
D.E. LobachevPartner
Ernst & Young LLC
29 March 2016
Details of the audited entity
Name: OJSC Rosneft Oil Company
Record made in the State Register of Legal Entities on 19 July 2002; State Registration Number 1027700043502.
Address: Russia 115035, Moscow, Sofiyskaya naberezhnaya, 26/1.
Name: Ernst & Young LLC
Record made in the State Register of Legal Entities on 5 December 2002, State Registration Number 1027739707203.
Address: Russia 115035, Moscow, Sadovnicheskaya naberezhnaya, 77, building 1.
Ernst & Young LLC is a member of self-regulatory organization of auditors «Russian Audit Chamber» (Association) («SRO APR»). Ernst & Young LLC is included in the control copy of the register of auditors and audit organizations, main registration number 10201017420.
Balance sheet
at 31 December 2015
Explanatory note | Item | Line code | At 31 December | At 31 December | At 31 December |
---|---|---|---|---|---|
ASSETS | |||||
I. Non-current assets |
|||||
6 | Intangible assets | 1110 | 20,933,757 | 20,276,532 | 9,646,678 |
8 | Research and development results | 1120 | 2,514,742 | 2,595,082 | 1,952,071 |
7 | Intangible exploration assets | 1130 | 74,650,436 | 64,928,439 | 36,457,262 |
7 | Tangible exploration assets | 1140 | 11,338,131 | 10,015,844 | 5,582,686 |
5 | Fixed assets | 1150 | 1,003,328,496 | 956,824,133 | 838,018,865 |
Income-bearing investments in tangible assets | 1160 | - | - | - | |
11 | Financial investments | 1170 | 3,945,699,651 | 3,816,440,204 | 2,401,568,509 |
21 | Deferred tax assets | 1180 | 120,214,709 | 73,523,479 | 16,008,063 |
9 | Other non-current assets | 1190 | 34,679,041 | 38,320,987 | 44,977,476 |
Total for Section I | 1100 | 5,213,358,963 | 4,982,924,700 | 3,354,211,610 | |
II. Current assets |
|||||
10 | Inventories | 1210 | 107,207,260 | 114,414,155 | 95,983,700 |
10 | Value-added tax on purchased assets | 1220 | 51,445,066 | 56,191,201 | 59,707,919 |
15,18 | Accounts receivable | 1230 | 2,025,601,916 | 1,847,735,638 | 848,191,801 |
including: | |||||
Accounts receivable expected to be settled within 12 months after the reporting date | 1231 | 891,163,442 | 858,676,950 | 755,221,100 | |
Accounts receivable expected to be settled in over 12 months after the reporting date | 1232 | 1,134,438,474 | 989,058,688 | 92,970,701 | |
11 | Financial investments (other than cash equivalents) | 1240 | 1,637,719,899 | 645,291,444 | 425,964,971 |
12 | Short-term derivative financial instruments at fair value through profit or loss | 1241 | - | - | 88,015 |
12 | Long-term derivative financial instruments at fair value through profit or loss | 1242 | - | - | 773,849 |
14 | Cash and cash equivalents | 1250 | 402,389,690 | 127,975,011 | 199,904,499 |
Other current assets | 1260 | 12,151,470 | 13,614,675 | 7,646 | |
including: | |||||
Unbilled accrued revenue under construction contracts | 1261 | - | - | - | |
Total for Section II | 1200 | 4,236,515,301 | 2,805,222,124 | 1,630,622,400 | |
Balance | 1600 | 9,449,874,264 | 7,788,146,824 | 4,984,834,010 | |
LIABILITIES | |||||
III. Equity and reserves |
|||||
1.19 | Share capital (pooled capital, charter capital, partners’ contributions) | 1310 | 105,982 | 105,982 | 105,982 |
19 | Treasury shares | 1320 | - | - | - |
19 | Revaluation of non-current assets | 1340 | 15 | 15 | 15 |
19 | Additional capital (without revaluation) | 1350 | 113,244,694 | 113,261,430 | 113,276,744 |
19 | Reserve capital | 1360 | 5,299 | 5,299 | 5,299 |
13 | Other funds and reserves | 1365 | (471,888,054) | (398,110,282) | - |
20 | Retained earnings (uncovered loss) | 1370 | 1,792,963,117 | 1,640,545,004 | 1,275,039,243 |
Total for Section III | 1300 | 1,434,431,053 | 1,355,807,448 | 1,388,427,283 | |
IV. Non-current liabilities |
|||||
16 | Loans and borrowings | 1410 | 4,081,526,948 | 3,230,812,633 | 1,729,241,793 |
21 | Deferred tax liabilities | 1420 | 69,693,400 | 58,997,819 | 43,735,992 |
24 | Provisions | 1430 | 40,469,001 | 37,705,894 | 38,242,591 |
Long-term derivative financial instruments at fair value through profit or loss | 1440 | - | - | ||
16 | Other liabilities | 1450 | 1,784,929,682 | 886,778,534 | 470,151,376 |
Total for Section IV | 1400 | 5,976,619,031 | 4,214,294,880 | 2,281,371,752 | |
V. Current liabilities |
|||||
16 | Loans and borrowings | 1510 | 494,337,961 | 864,389,446 | 622,881,018 |
15,18 | Accounts payable | 1520 | 1,416,028,642 | 1,197,024,178 | 671,333,226 |
Deferred income | 1530 | 1,571,330 | 144,815 | 63,798 | |
24 | Provisions | 1540 | 22,443,697 | 19,212,252 | 14,820,150 |
12 | Short-term derivative financial instruments at fair value through profit or loss | 1545 | 104,081,673 | 136,952,201 | 5,688,020 |
Other liabilities | 1550 | 360,877 | 321,604 | 248,763 | |
Total for Section V | 1500 | 2,038,824,180 | 2,218,044,496 | 1,315,034,975 | |
BALANCE | 1700 | 9,449,874,264 | 7,788,146,824 | 4,984,834,010 |
Income statement for the 2015 reporting year
Rosneft Oil Company Monetary unit: kRUB
Explanatory note | Item | Line code | For January-December | |
---|---|---|---|---|
2015 | 2014 | |||
20.26 |
Revenue |
2110 |
3,831,094,945 |
4,299,680,200 |
20 |
Cost of sales |
2120 |
(2,612,932,721) |
(2,451,243,380) |
20 |
Oil and gas reserves exploration and estimation expenses |
2130 |
(17,007,609) |
(15,103,523) |
Gross income (loss) |
2100 |
1,201,154,615 |
1,833,333,297 |
|
20 |
Selling expenses |
2210 |
(1,018,103,482) |
(1,610,827,753) |
20 |
General and administrative expenses |
2220 |
(66,251,075) |
(66,620,484) |
Operating income (loss) |
2200 |
116,800,058 |
155,885,060 |
|
20 |
Income from equity participation in other entities |
2310 |
440,667,780 |
507,777,727 |
20 |
Interest receivable |
2320 |
140,152,094 |
64,866,869 |
16.20 |
Interest payable |
2330 |
(327,398,599) |
(129,651,537) |
20 |
Gains from changes in the fair value of derivative financial instruments |
2333 |
111,422,887 |
1,727 |
20 |
Losses from changes in the fair value of derivative financial instruments |
2334 |
(74,488,087) |
(127,866,895) |
17.20 |
Other income |
2340 |
143,439,564 |
162,688,723 |
13,17,20 |
Other expenses |
2350 |
(377,310,911) |
(127,328,483) |
20 |
Income (loss) before tax |
2300 |
173,284,786 |
506,373,191 |
Current income tax |
2410 |
47,768,608 |
36,578,563 |
|
21 |
Including permanent tax assets (liabilities) |
2421 |
119,534,206 |
186,244,916 |
21 |
Change in deferred tax liabilities |
2430 |
(10,695,581) |
(15,261,827) |
21 |
Change in deferred tax assets |
2450 |
46,691,230 |
57,515,416 |
Other |
2460 |
(17,635,788) |
(83,529,045) |
|
Tax on prior year income |
2461 |
836,088 |
17,290,555 |
|
Imputed income tax |
2464 |
- |
- |
|
Income tax re-distribution within consolidated taxpayer group |
2465 |
(27,434) |
(1,292,030) |
|
13 |
Tax effect of the results of other operations not included in net income (loss) for the period |
2466 |
(18,444,442) |
(99,527,570) |
22 |
Net income (loss) |
2400 |
239,413,255 |
501,676,298 |
FOR REFERENCE |
||||
Result of the revaluation of non-current assets not included in net income (loss) for the period |
2510 |
- |
- |
|
13.19 |
Result from other operations not included in net income (loss) for the period |
2520 |
(73,794,508) |
(398,125,596) |
Comprehensive income for the period |
2500 |
165,618,747 |
103,550,702 |
|
22 |
Basic earnings (loss) per share, RUB per share |
2900 |
22.59 |
47.34 |
Statement of changes in equity for the 2015 reporting year
Rosneft Oil Company
Monetary unit: kRUB
Item | Line code | Share capital | Treasury shares | Additional capital | Reserve capital | Other funds and reserves | Retained earnings (uncovered loss) | Total |
---|---|---|---|---|---|---|---|---|
Equity at 31 December 2013 | 3100 | 105,982 | - | 113,276,759 | 5,299 | - | 1,275,039,243 | 1,388,427,283 |
FOR THE 2014 REPORTING YEAR | ||||||||
Total increase in equity: | 3210 | - | - | 9,194 | - | - | 501,692,346 | 501,701,540 |
Including: | ||||||||
Net income | 3211 | х | х | х | х | х | 501,676,298 | 501,676,298 |
Revaluation of property | 3212 | х | x | - | х | - | х | - |
Earnings directly increasing equity | 3213 | х | x | 9,194 | х | - | 16,048 | 25,242 |
Additional issue of shares | 3214 | - | - | - | х | - | х | - |
Increase in the par value of shares | 3215 | - | x | - | х | - | - | x |
Legal entity reorganization | 3216 | - | - | - | - | - | - | - |
Total decrease in equity: | 3220 | - | - | (24,508) | - | (398,110,282) | (136,186,585) | (534,321,375) |
Including: | ||||||||
Loss | 3221 | х | х | х | х | х | - | - |
Revaluation of property | 3222 | х | x | - | х | - | х | - |
Expenses directly decreasing equity | 3223 | х | x | (24,508) | х | (398,110,282) | х | (398,134,790) |
Decrease in the par value of shares | 3224 | - | - | - | х | - | - | - |
Decrease in the number of shares | 3225 | - | - | x | х | - | х | - |
Legal entity reorganization | 3226 | - | - | - | - | - | - | - |
Dividends | 3227 | х | х | х | х | х | (136,186,585) | (136,186,585) |
Change in additional capital | 3230 | х | х | - | х | - | - | х |
Change in reserve capital | 3240 | х | х | х | - | х | - | х |
Equity at 31 December 2014 | 3200 | 105,982 | - | 113,261,445 | 5,299 | (398,110,282) | 1,640,545,004 | 1,355,807,448 |
FOR THE 2015 REPORTING YEAR | ||||||||
Total increase in equity: | 3310 | - | - | 15,722 | - | - | 239,429,153 | 239,444,875 |
Including: | ||||||||
Net income | 3311 | х | х | х | х | х | 239,413,255 | 239,413,255 |
Revaluation of property | 3312 | х | х | - | х | - | х | - |
Earnings directly increasing equity | 3313 | х | х | 15,722 | х | - | 15,898 | 31,620 |
Additional issue of shares | 3314 | - | - | - | х | - | х | - |
Increase in the par value of shares | 3315 | - | x | - | х | - | - | x |
Legal entity reorganization | 3316 | - | - | - | - | - | - | - |
Total decrease in equity: | 3320 | - | - | (32,458) | - | (73,777,772) | (87,011,040) | (160,821,270) |
Including: | ||||||||
Loss | 3321 | х | х | х | х | х | - | - |
Revaluation of property | 3322 | х | х | - | х | - | х | - |
Expenses directly decreasing equity | 3323 | х | х | (32,458) | х | (73,777,772) | х | (73,810,230) |
Decrease in the par value of shares | 3324 | - | - | - | х | - | - | - |
Decrease in the number of shares | 3325 | - | - | х | х | - | х | - |
Legal entity reorganization | 3326 | - | - | - | - | - | - | - |
Dividends | 3327 | х | х | х | х | х | (87,011,040) | (87,011,040) |
Change in additional capital | 3330 | х | х | - | х | - | - | х |
Change in reserve capital | 3340 | х | х | х | - | х | - | х |
Equity at 31 December 2015 | 3300 | 105,982 | - | 113,244,709 | 5,299 | (471,888,054) | 1,792,963,117 | 1,434,431,053 |
Statement of changes in equity
for the 2015 reporting year
Rosneft Oil Company
Monetary unit: kRUB
2. Adjustments due to a change in accounting policy and correction of errors
Item | Line code | At 31 December 2013 | Change in equity for 2014 | At 31 December 2014 | |
---|---|---|---|---|---|
Through net income (loss) | Through other factors | ||||
Total equity | |||||
Before adjustments |
3400 | 1,388,359,416 | 501,324,290 | (534,296,133) | 1,355,387,573 |
Adjustment due to: |
|||||
Changes in the accounting policy |
3410 | 67,867 | 352,008 | - | 419,875 |
Correction of errors |
3420 | - | - | - | - |
After adjustments |
3500 | 1,388,427,283 | 501,676,298 | (534,296,133) | 1,355,807,448 |
Including: | |||||
Retained earnings (uncovered loss): | |||||
Before adjustments |
3401 | 1,274,971,376 | 501,324,290 | (136,170,537) | 1,640,125,129 |
Adjustment due to: |
|||||
Changes in the accounting policy |
3411 | 67,867 | 352,008 | - | 419,875 |
Correction of errors |
3421 | - | - | - | - |
After adjustments |
3501 | 1,275,039,243 | 501,676,298 | (136,170,537) | 1,640,545,004 |
Other equity items that have been adjusted (By items) | |||||
Before adjustments |
3402 | 113,388,040 | - | (398,125,596) | (284,737,556) |
Adjustment due to: |
|||||
Changes in the accounting policy |
3412 | - | - | - | - |
Correction of errors |
3422 | - | - | - | - |
After adjustments |
3502 | 113,388,040 | - | (398,125,596) | (284,737,556) |
3. Net assets
Item | Line code | At 31 December 2015 | At 31 December 2014 | At 31 December 2013 |
---|---|---|---|---|
Net assets | 3600 | 1,434,431,053 | 1,355,814,561 | 1,388,491,081 |
Statement of cash flows
for the 2015 reporting year
Rosneft Oil Company
Monetary unit: kRUB
Item | Line code | For the 2015 reporting year | For the 2014 reporting year | |
---|---|---|---|---|
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Total proceeds | 4110 | 5,725,793,303 | 5,760,646,373 | |
Including: | ||||
From the sale of products, goods, work and services |
4111 | 4,709,414,133 | 4,857,613,816 | |
Lease payments, license payments, royalties, commissions and other similar payments |
4112 | 125,157,453 | 113,059,260 | |
From resale of financial investments |
4113 | - | 12,373,182 | |
Other proceeds |
4119 | 891,221,717 | 777,600,115 | |
Total cash disbursements | 4120 | (4,451,267,732) | (4,722,726,687) | |
Including: | ||||
Payments to suppliers (contractors) for raw materials, work and services |
4121 | (3,258,900,354) | (4,022,603,294) | |
Payroll-related payments |
4122 | (27,737,080) | (23,976,322) | |
Interest on debt obligations |
4123 | (219,080,002) | (81,107,628) | |
Income tax |
4124 | (2,137,733) | (15,221,473) | |
Exploration costs |
4128 | (10,499,340) | (13,421,255) | |
Other payments |
4129 | (932,913,223) | (566,396,715) | |
Net cash flows from operating activities | 4100 | 1,274,525,571 | 1,037,919,686 | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Total proceeds | 4210 | 1,795,255,507 | 852,901,252 | |
Including: | ||||
From sale of non-current assets (other than financial investments) |
4211 | 397,631 | 6,416 | |
From sale of shares (interests) in other entities |
4212 | 6,973,058 | - | |
From repayment of loans issued and sale of debt securities (receivables from other parties) |
4213 | 1,378,019,323 | 331,399,383 | |
Dividends, interest on debt financial instruments and similar proceeds from equity participation in other entities |
4214 | 397,968,793 | 506,001,126 | |
Other proceeds |
4219 | 11,896,702 | 15,494,327 | |
Total payments | 4220 | (2,463,384,926) | (2,455,099,603) | |
Including: | ||||
Purchase, creation, upgrading, reconstruction and preparation for use of non-current assets |
4221 | (125,986,501) | (173,273,415) | |
Purchase of shares (interests) in other entities |
4222 | (169,119,011) | (256,721,722) | |
Purchase of debt securities (receivables from other parties), provision of loans to other parties |
4223 | (2,103,528,398) | (1,942,511,610) | |
Interest on debt obligations included in the value of the investment asset |
4224 | - | - | |
Exploration assets |
4228 | (20,856,545) | (41,296,236) | |
Other payments |
4229 | (43,894,471) | (41,296,620) | |
Net cash flows used in investing activities | 4200 | (668,129,419) | (1,602,198,351) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Total proceeds | 4310 | 2,037,853,494 | 1,910,810,190 | |
Including: | ||||
Loans and borrowings received |
4311 | 1,637,853,504 | 1,250,825,747 | |
Cash contributions of shareholders (participants) |
4312 | - | - | |
Issue of shares, increase in interests |
4313 | - | - | |
Issue of bonds, promissory notes and other debt securities, etc. |
4314 | 399,999,990 | 659,984,443 | |
Other proceeds |
4319 | - | ||
Total payments | 4320 | (2,420,311,078) | (1,457,429,764) | |
Including: | ||||
Payments to shareholders (participants) due to the buyback of shares (interests) in the entity or due to their withdrawal |
4321 | - | - | |
Dividends and other distributions of income among shareholders (participants) |
4322 | (86,989,905) | (136,088,774) | |
Repayment (redemption) of promissory notes and other debt securities, repayment of loans and borrowings |
4323 | (2,333,321,173) | (1,321,340,990) | |
Other payments |
4329 | - | - | |
Net cash flows from financing activities | 4300 | (382,457,584) | 453,380,426 | |
Net cash flows for the reporting period | 4400 | 223,938,568 | (110,898,239) | |
Balance of cash and cash equivalents at the beginning of the reporting period | 4450 | 127,975,011 | 199,904,499 | |
Balance of cash and cash equivalents at the end of the reporting period | 4500 | 402,389,690 | 127,975,011 | |
Effect of changes in the exchange rate of foreign currency to the ruble | 4490 | 50,476,111 | 38,968,751 |
EXPLANATORY NOTES TO THE BALANCE SHEET AND THE INCOME STATEMENT OF ROSNEFT OIL COMPANY FOR THE 2015 REPORTING YEAR
These Explanatory Notes to the balance sheet and the income statement constitute an integral part of the financial statements of Rosneft Oil Company for the 2015 reporting year prepared in accordance with the applicable legislation of the Russian Federation.
The reporting date of these financial statements, as of which they are prepared, is 31 December 2015.
-
1. Entity and types of activity
Company description
Open joint-stock company Rosneft Oil Company (hereinafter, the «Company») was established in accordance with Decree No. 327 of the President of the Russian Federation, On Priority Measures for Improving the Activities of Oil Companies, dated 1 April 1995 and pursuant to Resolution No. 971 of the Government of the Russian Federation, On the Transformation of State Enterprise Rosneft into Open Joint-Stock Company Rosneft Oil Company, dated 29 September 1995.
The Company is a legal entity that operates on the basis of its Charter and the laws of the Russian Federation.
Legal address (location) of the Company:
Legal address of the Company: 26 / 1 Sofiyskaya Embankment, Moscow, Russian Federation, 115035.
Governing bodies of the Company
General Shareholders’ Meeting of the Company
The General Shareholders’ Meeting is the supreme governing body of the Company. The scope of authority of the General Shareholders’ Meeting of the Company, the procedure for convening and holding it and its proceedings are determined in accordance with federal laws, the Charter of the Company and the Regulation on the General Shareholders’ Meeting of the Company.
The address of the place for holding the General Shareholders’ Meeting is determined by the Company’s Board of Directors.
The annual General Shareholders’ Meeting is held not earlier than two months and not later than six months after the end of the financial year.
The General Shareholders’ Meeting is chaired by the Chairman of the Company’s Board of Directors or, in his absence, a member of the Board of Directors selected by the decision of the Board of Directors.
Board of Directors of the Company
The Company’s Board of Directors is responsible for the general management of the Company’s activities, except for the matters that fall within the authority of the General Shareholders’ Meeting according to federal laws and the Charter of the Company.
The members of the Company’s Board of Directors are elected by the General Shareholders’ Meeting to serve until the next annual General Shareholders’ Meeting.
The Board of Directors of Rosneft Oil Company that served as of 31 December 2015 was formed by the decision of the General Shareholders’ Meeting of the Company held on 17 June 2015.
As of 31 December 2015, the Board of Directors of Rosneft Oil Company comprises:
Andrey Igorevich Akimov Member of the Board of Directors of Rosneft Oil Company, Chairman of the Management Board of Joint-stock Company Gazprombank Andrey Removich Belousov Chairman of the Board of Directors of Rosneft Oil Company, Assistant to the President of the Russian Federation Matthias Arthur Warnig Deputy Chairman of the Board of Directors of Rosneft Oil Company, Managing Director of Nord Stream AG (Switzerland) Oleg Vyacheslavovich Viyugin Member of the Board of Directors of Rosneft Oil Company, non-executive director, Chairman of the Board of Directors of PAO MDM Bank Robert Warren Dudley Member of the Board of Directors of Rosneft Oil Company, Director and a member of the Board of Directors, Chairman of the Executive Committee of the Board of Directors, CEO of BP Group Guillermo Ordonez Quintero Member of the Board of Directors of Rosneft Oil Company, Director of BP Petroleo y Gas, S. A., President of BP Exploracion de Venezuela S. A.; Alexander Valentinovich Novak Member of the Board of Directors of Rosneft Oil Company, Minister of Energy of the Russian Federation Igor Ivanovich Sechin Deputy Chairman of the Board of Directors of Rosneft Oil Company, Chairman of the Management Board of Rosneft Oil Company Donald Humphreys Member of the Board of Directors of Rosneft Oil Company, non-executive director In accordance with clause 2 of Article 64 of the Federal Law, On Joint-stock Companies, and the Regulation on the Calculation and Payment of Remuneration and Compensations for Expenses to the Members of the Board of Directors of the Company, remuneration to the members of the Board of Directors during the period when they perform their duties is paid on the basis of a decision of the General Shareholders’ Meeting.
On 17 June 2015, the annual General Shareholders’ Meeting (unnumbered minutes) approved remuneration to the following members of the Board of Directors of the Company for the period during which they performed their duties:
Andrey Igorevich Akimov: USD 530,000
Andrey Removich Bokarev: USD 530,000
Matthias Warnig: USD 580,000
Nikolay Pavlovich Laverov: USD 580,000
Aleksandr Dmitrievich Nekipelov: USD 660,000
Donald Humphreys: USD 580,000
Artur Nikolaevich Chilingarov: USD 530,000
These amounts are net of reimbursement for business trip expenses. In 2015, no remuneration shall be paid to the members of the Board of Directors of Rosneft Oil Company who are government officials (Andrey Removich Belousov, Aleksandr Valentinovich Novak) and the Chairman of the Board of Rosneft Oil Company (Igor Ivanovich Sechin) for performing their duties as the members of the Board of Directors of Rosneft Oil Company.
As of 31 December 2015, the Company fulfilled its obligation and paid remuneration to the above members of the Board of Directors of Rosneft Oil Company for the period during which they performed their duties.
Sole executive body of the Company
The President of Rosneft Oil Company is its sole executive body.
Igor Ivanovich Sechin was appointed President of the Company by the decision of the Board of Directors of Rosneft Oil Company (Minutes No. 22 of the Board of Directors’ meeting dated 23 May 2012) and took office on 24 May 2012. Igor Ivanovich Sechin was appointed as the sole executive body of the Company for a new 5-year period by decision of the Board of Directors of Rosneft Oil Company dated 30 April 2015 (Minutes No. 32 of the Board of Directors’ meeting dated 30 April 2015).
Collegial executive body of the Company
Pursuant to the Charter, the Management Board is the collegial executive body of the Company.
As of 31 December 2015, members of the Management Board of the Company include:
1. Igor Ivanovich Sechin President, Chairman of the Management Board of Rosneft Oil Company 2. Yuri Ivanovich Kalinin Deputy Chairman of the Management Board, Vice President for HR and Social Policy at Rosneft Oil Company 3. Eric Maurice Liron First Vice President of Rosneft Oil Company in charge of production 4. Larisa Vyacheslavovna Kalanda State Secretary, Vice President of Rosneft Oil Company in charge of communication with the authorities 5. Didier Casimiro Vice President for Refining, Petrochemical, Commerce and Logistics at Rosneft Oil Company 6. Vasiliy Nikolaevich Yurchenko Acting Vice President - Vice President, Head of Security at Rosneft Oil Company 7. Yury Anatolyevich Narushevich Vice President for Internal Services at Rosneft Oil Company 8. Runje Zeljko Vice President for Offshore Projects at Rosneft Oil Company 9. Svyatoslav Igorevich Slavinskiy Vice President for Economics and Finance at Rosneft Oil Company 10. Andrey Shishkin Vice President for Energy and Localization at Rosneft Oil Company 11. Petr Ivanovich Lazarev Financial Director of Rosneft Oil Company The Board of Directors of Rosneft Oil Company made the following decisions with respect to the Management Board of the Company:
Early termination of powers of A. V. Votinov and I. V. Pavlov and appointment of Yu. A. Narushevich and A. N. Shishkin as the members of the Management Board (Minutes No. 29 dated 24 April 2015);
Early termination of powers of I. V. Maydannik as the member of the Management Board (Minutes No. 36 dated 16 June 2015);
Early termination of powers of R. R. Sharipov and N. M. Mukhitov as the members of the Management Board, appointment of V. N. Yurchenko as the member of the Management Board, and reduction in the number of members of the Management Board of Rosneft Oil Company from 13 to 11 people (Minutes No. 6 dated 5 October 2015).
No remuneration, bonuses or other compensations shall be paid to the members of the Management Board of the Company for their involvement in the management bodies of Rosneft subsidiaries.
Control of the Company’s financial and business operations
Control of the Company’s financial and business operations is exercised by the Audit Commission. The Audit Commission’s operating procedure is specified in the Regulation on the Audit Commission of the Company, as approved by the General Shareholders’ Meeting of the Company.
The Audit Commission of the Company comprises five (5) members who are elected by the General Shareholders’ Meeting to serve until the next annual General Shareholders’ Meeting.
As of 31 December 2015, the Audit Commission of the Company comprises:
1. Alexey Anatolievich Afonyashin Deputy Director, Department of State Regulation of Tariffs, Infrastructure Reform and Energy Efficiency, Russian Ministry of Economic Development 2. Oleg Sergeevich Zenkov Advisor to Deputy Minister who is the Head of the Federal Property Management Agency (Rosimushchestvo) 3. Sergey Ivanovich Poma Deputy Chairman of the Management Board of the National Association of Securities Market Participants (NAUFOR, a self-regulatory non-profit organization) 4. Zakhar Borisovich Sabantsev Head of the Banking Sector Monitoring, Consolidation and Analytics Unit of the Financial Policy Department of the Ministry of Finance of the Russian Federation (Russian Ministry of Finance) 5. Tatyana Vladimirovna Fisenko Director of the Budget Planning and Accounting Department of the Ministry of Energy of the Russian Federation (Russian Ministry of Energy) The members of the Company’s Audit Commission received no remuneration for their service on the Audit Commission in 2015.
Structure of the Company’s share capital*
Information about the shareholders of Rosneft Oil Company as of 31 December 2015 is presented below:
OJSC ROSNEFTEGAZ held 7,365,816,383 common shares in Rosneft Oil Company, representing 69.5 % of the total number of common shares and the share capital of the Company.
Non-banking Credit Organization Closed Joint-Stock Company National Settlement Depository (NSD) was the nominee for 3,189,547,616 common shares in Rosneft Oil Company, representing 30.1 % of the total number of common shares and the share capital of the Company (the nominee is the central depository).
Other legal entities with a share of less than 1 % were the holders of or the nominees for 1,582,062 common shares in Rosneft Oil Company, representing 0.01 % of the total number of common shares and the share capital of the Company.
Individuals held 41,199,398 common shares in Rosneft Oil Company, representing 0.39 % of the total number of common shares and the share capital of the Company.
The Russian Federation, acting through the Federal Property Management Agency, held 1 common share in Rosneft Oil Company, representing 0.000000009 % of the total number of common shares and the share capital of the Company.
32,357 common shares in Rosneft Oil Company, representing 0.0003 % of the total number of common shares and the share capital of the Company were recorded in the account for unidentified persons.
* Information is based on the data of Rosneft shareholders’ register.
Description of the Company’s activities
In accordance with clause 3.4 of Article 3 of Rosneft Oil Company’s Charter (revised version) approved by the annual General Shareholders’ Meeting of the Company on 27 June 2014 (unnumbered minutes), the Company prospects, explores, extracts and processes oil, gas and gas condensate, sells oil, gas, gas condensate, and oil and gas products to consumers in and outside the Russian Federation, conducts any related activities, and works with precious metals and precious stones. The Company is engaged, in particular, in the following principal activities:
- Geological prospecting and exploration to find the deposits of oil, gas, coal and other minerals; extraction, transportation and processing of oil, gas, coal and other minerals, and timber; production of oil products, petrochemicals and other products, including liquefied natural gas, gas products and gas chemicals, electric power, wood products, consumer goods, and provision of services to the public; storage and sale (including domestic and export sales) of oil, liquefied and gaseous gas, oil products, gas products and gas chemicals, coal, electric power, wood products, and other products from hydrocarbons and other raw materials.
- Investing, including transactions with securities.
- Managing the fulfillment of orders placed by the federal government and regional consumers of the products made by the Company and its subsidiaries and associates, including deliveries of oil, gas and oil products.
- Investment management, construction, engineering, technological and other services for upstream and downstream projects, and research and development, procurement and distribution, economic, foreign economic and legal support for the Company, its subsidiaries and associates, and third-party customers. Surveying commodity and service markets, and the securities market, conducting sociological and other research. Regulating and coordinating the activities of subsidiaries and associates.
- Leasing out immovable and other property, using leased property.
- Assisting in securing the interests of the Russian Federation when it prepares and implements production sharing agreements for subsurface areas and hydrocarbon deposits.
- Managing advertising and publishing activities, conducting exhibitions, fairs, auctions, etc.
- Intermediary, consulting, marketing and other activities, including foreign economic activities (including export / import operations), performing work and providing services on a contractual basis.
- Ensuring the protection of the Company’s employees and property.
- Using precious metals and precious stones in technological processes as elements of equipment and materials.
- Arranging and holding mobilization training and civil defense events, working with state secrets and protecting them.
The Company has the following branches and representative offices:
- A branch in the Chechen Republic located at: 7 / 84 Revolution Av., Grozny, 364051
- A representative office in the North Caucasus located at: 54 Krasnaya St., Krasnodar, 350610
- A representative office in the Yamalo-Nenets Autonomous District located at: 3 microdistrict 10, Gubkinsky, 629830
- A representative office in the Far East located at: 17 Khabarovskaya St., Sakhalin Region, Yuzhno-Sakhalinsk, 693010
- A representative office in the Stavropol Territory located at: 5, 50 let Pionerii St., Neftekumsk, 356880
- A representative office in the Khanty-Mansi Autonomous District (Yugra) located at: 26 Lenina St., Nefteyugansk, 628309
- A representative office in the Komi Republic located at: 1 Pripolyarnaya St., Usinsk, 169710
- A representative office in the Khabarovsk Territory located at: 22 Shevchenko St., Khabarovsk, 680000
- A representative office in the Asia Pacific region located at: Central International Trade Center, Tower D, 6A, Jianguomenwai Av., Chaoyang District, Beijing, PRC, 100022
- A representative office in the Middle East located at: Office A 1101, Tower C6, Sector W35, Bainunah St., Bateen area, Abu Dhabi, UAE-.
At the end of 2015, the average headcount of the Company was 4,083 persons, up 50 persons year on year. The increase in the headcount was due to organizational and staff changes aimed at increase in the efficiency of business processes: the Company implemented the unified supply system, segregated the functions of the customer and provider of oilfield services, and reorganized its occupational health and safety system and capital construction management system.
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2. Basis of preparation
The accounting records are maintained in accordance with Federal Law No. 402-FZ, On Accounting, dated 6 December 2011, the Statute on Accounting and Reporting in the Russian Federation approved by Order No. 34n of the Russian Ministry of Finance dated 29 July 1998 (as amended on 30 December 1999, 24 March 2000, 18 September 2006, 26 March 2007, 25 October 2010 and 24 December 2010), and applicable Accounting Statements. The Company’s financial statements for the 2015 reporting year were prepared in accordance with the Law and Accounting Statements.
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3. Changes in opening balances in the financial statements for the 2015 reporting year
To ensure the comparability of financial statements, the adjustment of opening balances was reflected in line with the changes in the accounting policy:
- Expenditures for conducting 3D and 4D seismic surveys in support of the production drilling at commercially recoverable oil and gas fields, are capitalized (previously included in oil and gas reserves exploration and estimation expenses).
- Costs related to exploration and appraisal off-shore drilling, and work-in-progress are capitalized (previously included in oil and gas reserves exploration and estimation expenses).
- Oil and gas reserves exploration and estimation expenses are considered in calculating gross income (costs were transferred from line 2230 to line 2130 in the income statement). This adjustment is a change in the presentation of information and has no impact on the financial result.
- Translation differences arising on the translation of foreign currency denominated assets and liabilities are recognized in the income statement on a net basis in line 2340, Other income, or line 2350, Other expenses, (previously included on a gross basis: positive translation differences were included in other income, negative translation differences - in other expenses). This adjustment is a change in the presentation of information about the amount of income and expenses and has no impact on the financial result.
- Interest payments related to swap transactions were recognized on a net basis for 2014 based on the applied method on netting of interest payments related to swap transactions in 2015. This adjustment is a change in the presentation of information about the amount of income and expenses and has no impact on the financial result.
The Company also adopted the following changes in the accounting policy and the key changes in estimates which did not result in a retrospective restatement of comparable indicators:
- Line 2220, Administrative expenses, was changed to General and administrative expenses, in the income statement.
- The procedure for accounting and reporting the property tax was changed: starting 1 January 2015, the property tax is allocated to expense accounts (Cost of sales, General and administrative expenses, Commercial costs, Other expenses) in accordance with appropriate property designation.
Table 1 Changes in the opening balances of the balance sheet (kRUB)
Item Date LLine As previously reported As currently reported Changes Reason ASSETS Intangible assets At 31 December 2013 1110 9,586,295 9,646,678 60,383 According to changes in the accounting policies, (1) expenditures for conducting 3D and 4D seismic surveys in support of the development at commercially recoverable oil and gas fields, in progress as of 31 December of prior reporting periods are capitalized. At 31 December 2014 1110 19,823,242 20,276,532 453,290 Tangible exploration assets At 31 December 2013 1140 5,558,235 5,582,686 24,451 According to changes in the accounting policies, (2) costs related to exploration and appraisal off-shore drilling, and works in progress as of 31 December of prior reporting periods are capitalized. At 31 December 2014 1140 9,944,290 10,015,844 71,554 Deferred tax assets At 31 December 2013 1180 16,025,030 16,008,063 (16,967) Deferred tax assets are adjusted in accordance with changes in the accounting policies, related to (1) capitalization of expenditures for conducting 3D and 4D seismic surveys and (2) costs related to exploration and appraisal off-shore drilling. At 31 December 2014 1180 73,628,448 73,523,479 (104,969) BALANCE At 31 December 2013 1600 4,984,766,143 4,984,834,010 67,867 At 31 December 2014 1600 7,787,726,949 7,788,146,824 419,875 LIABILITIES Retained earnings (uncovered loss) At 31 December 2013 1370 1,274,971,376 1,275,039,243 67,867 Effect of changes in the accounting policies (1) and (2) subject to deferred taxes recalculation. At 31 December 2014 1370 1,640,125,129 1,640,545,004 419,875 BALANCE At 31 December 2013 1700 4,984,766,143 4,984,834,010 67,867 At 31 December 2014 1700 7,787,726,949 7,788,146,824 419,875 Table 2 Changes in the income statement (kRUB)
Description Line As previously reported for 2014 Changes As currently reported for 2014 Reason Oil and gas reserves exploration and estimation expenses 2130 - (15,103,523) (15,103,523) According to changes in the accounting policies, (3) oil and gas reserves exploration and estimation expenses are considered in calculating gross income (costs were transferred from line 2230 to line 2130 in the income statement). According to changes in the accounting policies related to (1) capitalization of expenditures for conducting 3D and 4D seismic surveys and (2) costs related to exploration and appraisal off-shore drilling. Gross income (loss) 2100 1,848,436,820 (15,103,523) 1,833,333,297 Oil and gas reserves exploration and estimation expenses 2230 (15,543,533) 15,543,533 - Operating income (loss) 2200 155,445,050 440,010 155,885,060 Interest receivable 2320 66,169,534 (1,302,665) 64,866,869 (5) Adjustment of interest payments related to swap transactions for 2014 recorded on a net basis, based on the applied method of netting interest payments on swap transactions in 2015. Interest payable 2330 (130,954,202) 1,302,665 (129,651,537) Other income 2340 1,258,575,874 (1,095,887,151) 162,688,723 (4) Translation differences arising on the translation of foreign currency denominated assets and liabilities are recognized in the income statement on a net basis in line 2340, Other income, or line 2350, Other expenses. Other expenses 2350 (1,223,215,634) 1,095,887,151 (127,328,483) Income (loss) before tax 2300 505,933,181 440,010 506,373,191 Change in deferred tax assets 2450 57,603,418 (88,002) 57,515,416 Deferred tax assets are adjusted in accordance with changes in the accounting policies, related to (1) capitalization of expenditures for conducting 3D and 4D seismic surveys and (2) costs related to exploration and appraisal off-shore drilling. Net income (loss) 2400 501,324,290 352,008 501,676,298 Comprehensive financial result for the period 2500 103,198,694 352,008 103,550,702 Basic earnings (loss) per share, RUB per share 2900 47.30 0.04 47.34 Corrections were made to the Explanatory Notes to the balance sheet and the income statement for the 2015 reporting year in line with the above information to ensure data comparability.
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4. Information about the accounting policy
The Company developed its accounting policy in accordance with the principles established by Accounting Statement 1 / 2008, Accounting Policies of an Organization, approved by Oder No. 106n of the Russian Ministry of Finance dated 6 October 2008:
- Economic entity assumption according to which the Company’s assets and liabilities are accounted for separately from the assets and liabilities of other legal entities and individuals
- Going concern assumption according to which the Company will continue its business in the foreseeable future and it neither intends nor has to liquidate or significantly curtail its activities, and, therefore, its liabilities will be duly discharged
- Consistency assumption according to which the Company will consistently apply the adopted accounting policy in its activities
- Time period assumption
Material accounting methods provided for by the Company’s accounting policy in 2015 are reflected below in the respective Explanatory Notes to the balance sheet and the income statement for the 2015 reporting year.
The Company does not intend to make any significant changes to its 2016 accounting policies as of the date of signing these Explanatory notes.
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5. Fixed assets and capital construction in progress
Assets intended for use in the manufacturing of products, performance of work and provision of services, or for administrative needs over their useful lives of more than 12 months are accounted for as fixed assets.
Fixed assets include buildings, structures, machinery, equipment, measuring and control instruments and devices, computers, vehicles, tools, fixtures and fittings, etc. Fixed assets also include land plots and natural resources. The Russian Classifier of Fixed Assets approved by Resolution No. 359 of the State Committee of the Russian Federation for Standardization, Methodology and Certification dated 26 December 1994 is used to determine the structure and grouping of fixed assets.
Items intended solely to be leased out are recorded in line 1150, Fixed assets. The net book value of such items at the beginning and at the end of the period was RUB 507,946 million and RUB 512,950 million, respectively.
An asset is recognized as a fixed asset on the date it is ready for operation. Fixed assets the rights to which are subject to state registration are included in the fixed assets at the date of delivery to their final destination, if the asset it ready for operation. Using the substance-over-form principle, the completed capital construction projects and purchased real estate items that are actually in operation are also included in fixed assets, regardless of whether the documents for their state registration have actually been submitted. Such items are depreciated in accordance with the established procedure.
For accounting purposes, fixed assets are depreciated using the straight-line method:
- Assets put into operation before 1 January 2002: At the depreciation rates set by Resolution No. 1072 of the Council of Ministers of the USSR dated 22 October 1990
- Assets put into operation after 1 January 2002: At the depreciation rates calculated based on the useful lives set by Resolution No. 1 of the Government of the Russian Federation, dated 1 January 2002
The main groups of fixed assets have the following useful lives:
Buildings 30 to 100 years Structures 10 to 15 years Machinery and equipment 5 to 7 years Assets with a value of not more than RUB 40,000 per unit have been recorded and reported as inventories since 1 January 2014. To ensure the safety of the assets during production or operation, the Company makes arrangements to control their movements.
Fixed assets include the following assets (irrespective of their value):
- Land plots
- Buildings
- Structures
- Transfer devices
- Downhole equipment
- Vehicles
Items to be leased out are recorded and reported within fixed assets, irrespective of their value.
Fixed assets are reported in the balance sheet at their net book value.
Fixed assets are not revalued following the completion of the mandatory revaluation of fixed assets in accordance with the Resolutions of the Russian Government.
Table 3 Information on fixed assets (kRUB)
Group of fixed assets Period At the beginning of the period Changes for the period At the end of the period Historical cost Accumulated depreciation Additions Disposals Depreciation charge Historical cost Accumulated depreciation Historical cost Accumulated depreciation Total fixed assets 2015 1,017,237,664 445,305,511 113,553,441 2,098,216 1,452,781 117,783,879 1,128,692,889 561,636,609 2014 874,486,715 343,558,938 143,707,458 956,509 577,492 102,324,065 1,017,237,664 445,305,511 Buildings and structures 2015 861,514,798 372,912,951 104,447,753 1,791,042 1,199,273 99,797,224 964,171,509 471,510,902 2014 734,512,530 289,563,944 127,717,729 715,461 400,182 83,749,189 861,514,798 372,912,951 Machinery, equipment, vehicles 2015 151,679,986 71,108,447 8,918,497 232,965 182,795 17,753,395 160,365,518 88,679,047 2014 135,954,971 53,001,709 15,951,835 226,820 164,069 18,270,807 151,679,986 71,108,447 Total other fixed assets 2015 4,042,880 1,284,113 187,191 74,209 70,713 233,260 4,155,862 1,446,660 2014 4,019,214 993,285 37,894 14,228 13,241 304,069 4,042,880 1,284,113 Including fixed assets that are not depreciated 2015 2,328,789 - - 720 - - 2,328,069 - 2014 2,323,857 - 5,062 130 - - 2,328,789 - The historical cost of fixed assets as of 31 December 2015 amounted to RUB 1,128,693 million. It increased in comparison with 2014, as new assets were put into operation. Fixed assets that were put into operation amount to RUB 113,553 million.
Table 4 Information on fixed assets requiring state registration (kRUB)
At 31 December 2015 At 31 December 2014 At 31 December 2013 Fixed assets whose title has not yet been registered 252,799,313 260,170,117 248,126,006 Including fixed assets whose registration documents have not yet been accepted by the state authorities 251,518,608 253,970,461 245,392,407 Table 5 Information on the use of fixed assets (kRUB)
Groups of fixed assets At 31 December 2015 At 31 December 2014 At 31 December 2013 Total assets leased out (historical cost), including 1,033,294,250 917,937,906 757,457,095 Buildings 45,422,791 42,441,273 34,561,052 Structures 838,692,221 737,371,853 610,020,301 Mothballed fixed assets (historical cost) 29,629,845 21,745,044 21,035,314 Total fixed assets leased (contract or cadastral value), including 62,186,922 53,019,747 55,171,387 Land plots 55,319,378 48,571,323 49,619,737 Other fixed assets 6,867,544 4,448,424 5,551,650 Change in the value of fixed assets as a result of supplementary construction, retrofitting, refurbishment, or partial liquidation 18,466,682 16,305,272 15,451,296 Table 6 Information on capital investments in progress (kRUB)
Capital investments in progress by type of asset At 31 December 2015 At 31 December 2014 At 31 December 2013 Equipment for installation 19,318,500 23,631,453 16,523,231 Construction in progress, including 405,039,886 347,192,735 279,910,164 Advances issued for construction, acquisition, manufacturing of fixed assets (net of VAT) 48,125,961 60,878,375 53,526,109 Other assets 11,913,830 14,067,792 10,657,693 Total 436,272,216 384,891,980 307,091,088 In 2015, the value of work performed under capital construction projects amounted to RUB 178,976 million (net of VAT). Investments in the purchase of equipment, both requiring and not requiring installation, fixed assets and land plots, and in appraisal and exploration drilling amounted to RUB 4,287 million (net of VAT).
Advances issued for construction, acquisition and manufacturing of fixed assets include the share of advances paid to purchase fixed assets with a value of up to RUB 40,000 per unit included in inventories. It is impossible to determine the final value of assets before the completion of the work performed to render them fit for use. Therefore, as of the reporting date, advances for acquisition are recognized within capital expenditures.
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6. Intangible assets
Intangible assets include:
- Exclusive right of a patent holder to an invention, industrial design or utility model
- Exclusive right to computer software and databases
- Exclusive right to integrated circuit topologies
- Exclusive right to a trademark, service mark, or appellation of origin
- Exclusive right to selection achievements
- Exclusive right to trade secrets (know-how)
- Oil and gas production licenses
- Exclusive subsoil use rights when entering into international agreements that give the right to implement oil and gas exploration and production projects in a foreign jurisdiction or in the Russian Federation (licenses, concession agreements, subsoil use contracts, agreements on the provision of a participating interest, etc.)
- Geological exploration and production licenses (mixed licenses), provided that the production of mineral resources in the license area is commercially viable; such licenses are accounted for in the same way as costs arising in connection with the exploration and appraisal of fields until it is confirmed that production is commercially viable
- Other mineral licenses (for the construction of underground gas storage facilities, the production of conventional mineral resources and the abstraction of underground water)
- Deliverables of 3D and 4D seismic surveys (including designing, field works, supervising, processing, interpretation, lease of forest plot) in support of the development at commercially recoverable oil and gas fields
- Information received as the result of drilling the offshore appraisal and exploration wells abandoned as successful due to technological reasons at commercially recoverable fields
- Digital and electronic maps, as well as other spatial data
- Complex items comprising several protected intellectual properties (including those combining exclusive and non-exclusive rights):
- Multimedia product
- Audiovisual works (cinematic works or works involving media similar to those used in cinema (TV movies, videos, etc.))
- Website, etc.
- Other intangible assets
Geological exploration and production licenses (mixed licenses) are accounted for in the same way as costs arising in connection with the exploration and appraisal of fields until it is confirmed that production is commercially viable.
Intangible assets are recognized at their actual (historical) cost determined in accordance with Accounting Statement 14 / 2007, Intangible Assets, approved by Order No. 153n of the Russian Ministry of Finance dated 27 December 2007.
When an intangible asset is created in-house, the related costs are to be capitalized beginning from the development stage, i. e. when the Company can demonstrate:
- The technical feasibility of creating the intangible asset
- Its intention and ability to create the intangible asset and use it
- How the intangible asset will generate probable economic benefits
- The availability of sufficient technical, financial and other resources to complete development and use the intangible asset
- Ability to reliably estimate costs related to the intangible asset during its development
Costs incurred at the research stage are not capitalized and are treated as either expenses relating to ordinary activities or other expenses, depending on the purpose of research.
Intangible assets created in-house mean:
- Intangible assets created by the Company’s employees when performing their job duties
- Intangible assets resulting from the work performed by contractors under contracts that carry the risks of negative results for the Company
The Company created the following intangible assets in the reporting period:
- Exclusive right to computer software and databases with a historical cost of kRUB 264,759
- Patents with a historical cost of kRUB 535,646
- Multimedia products with a historical cost of kRUB 12,914
- Digital forest management maps with a historical cost of kRUB 92,644
The actual (historical) cost of an intangible asset acquired under a contract providing for non-monetary compensation (settlement) is determined on the basis of the cost of assets transferred or transferable by the Company. The cost of assets transferred or transferable by the Company is determined on the basis of the price it would normally use to determine the cost of similar assets under comparable circumstances.
Where it is impossible to determine the cost of assets transferred or transferable by the Company under such contracts, the cost of an intangible asset received by the Company is determined on the basis of the price at which similar intangible assets are purchased under comparable circumstances.
Intangible assets are amortized using the straight-line method or the unit-of-production method:
- Exclusive right of a patent holder to an invention, industrial design or utility model: straight-line method
- Exclusive right to computer software and databases: straight-line method
- Exclusive right to integrated circuit topologies: straight-line method
- Exclusive right to a trademark, service mark, or appellation of origin: straight-line method
- Oil and gas production licenses, provided that the production of mineral resources in the license area is commercially viable: unit-of-production method
- Exclusive subsoil use rights when entering into international agreements that give the right to implement oil and gas exploration and production projects in a foreign jurisdiction or in the Russian Federation (licenses, concession agreements, subsoil use contracts, agreements on the provision of a participating interest, etc.): - unit-of-production method
- Geological exploration and production licenses (mixed licenses), provided that the production of mineral resources in the license area is commercially viable: unit-of-production method
- Other mineral licenses (for the construction of underground gas storage facilities, the production of conventional mineral resources and the abstraction of underground water): straight-line method
- Deliverables of 3D and 4D seismic surveys in support of the development at commercially recoverable oil and gas fields: unit-of-production method
- Information received as the result of drilling the offshore appraisal and exploration wells abandoned as successful due to technological reasons at commercially recoverable oil and gas fields: unit-of-production method
- Digital and electronic maps, as well as other spatial data: straight-line method
- Other intangible assets: straight-line method
The Company determines the useful life of an intangible asset upon its recognition.
The useful life of an intangible asset is determined on the basis of:
- The term of the Company’s rights to intellectual property or means of individualization, and the period of control over the asset
- The period during which the Company is expected to use the asset and receive economic benefits
The Company annually reviews the useful life of an intangible asset in order to determine whether or not it should be revised. In the event of a significant change in the period, during which the company expects to use the asset, the asset’s useful life shall be revised. The resulting adjustments are recorded and reported as changes in estimates.
The main groups of intangible assets have the following useful lives:
Trademarks 5 to 10 years Patents 5 to 25 years Exclusive rights to computer software and databases 2 to 5 years Oil and gas production licenses * 9 to 106 years Geological exploration and production licenses (mixed license) * 15 to 176 years Other mineral licenses (for the construction of underground gas storage facilities, the production of conventional mineral resources and the abstraction of underground water) 5 to 25 years * Provided that the production of mineral resources in the license area is commercially viable
Intangible assets are not amortized if their useful lives cannot be determined.
The Company annually reviews the amortization method for an intangible asset during inventory counts in order to determine if it should be revised. If the calculation of the expected flow of future economic benefits from an intangible asset has changed significantly, the amortization method for that asset is also changed. The resulting adjustments are recorded and reported as changes in estimates.
If the timing for receiving future economic benefits is not reliably estimated during inventory counts, no changes are made to the amortization method.
Intangible assets are not revalued and are not tested for impairment by the Company.
The Company determined that there was no need to revise the amortization method and the useful lives of intangible assets in the reporting period.
The Company has determined useful lives for all intangible assets.
Intangible assets are reported in the balance sheet at their net book value.
Table 7 Information on intangible assets (kRUB)
Groups of intangible asset Period At the beginning of the period Changes for the period At the end of the period Historical cost Accumulated amortization Additions Disposals Amortization charge Historical cost Accumulated amortization Historical cost Accumulated amortization Total intangible assets: 2015 20,512,505 1,116,129 1,201,432 44,388 44,348 1,258,972 21,669,549 2,330,753 2014 9,960,078 825,988 10,611,033 58,606 58,605 348,746 20,512,505 1,116,129 Trademarks 2015 7,917 4,283 2,907 - - 1,171 10,824 5,454 2014 7,823 3,363 94 - - 920 7,917 4,283 Patents 2015 37,404 6,298 535,646 - - 13,065 573,050 19,363 2014 27,919 4,041 9,485 - - 2,257 37,404 6,298 Exclusive rights to computer software and databases 2015 922,023 814,063 264,759 42,099 42,099 185,029 1,144,683 956,993 2014 834,491 605,968 87,532 - - 208,095 922,023 814,063 Oil and gas production licenses (including mixed exploration and production licenses issued after commercial viability is confirmed) 2015 19,469,444 237,644 238,716 74 34 986,390 19,708,086 1,224,000 2014 8,982,015 123,625 10,487,431 2 1 114,020 19,469,444 237,644 Other licenses 2015 810 475 - 3 3 33 807 505 2014 792 435 18 - - 40 810 475 Information received as the result of drilling the offshore appraisal and exploration wells abandoned as successful due to technological reasons 2015 - - 38,482 - - 122 38,482 122 2014 - - - - - - - - Other intangible assets 2015 74,907 53,366 120,922 2,212 2,212 73,162 193,617 124,316 2014 107,038 88,556 26,473 58,604 58,604 23,414 74,907 53,366 Table 8 Information on intangible assets created by the Company (kRUB)
Historical cost by group of intangible assets At 31 December 2015 At 31 December 2014 At 31 December 2013 Total, including 1,904,958 1,027,942 963,056 Patents 566,658 31,012 21,527 Exclusive rights to computer software and databases 1,144,683 922,023 834,491 Other 193,617 74,907 107,038 Table 9 Information on investments in progress made to create intangible assets (kRUB)
Investments in progress At 31 December 2015 At 31 December 2014 At 31 December 2013 Total investments in the creation of individual intangible assets, including by types: 1,594,961 880,156 512,588 Trademarks 19,751 1,043 2,079 Patents 1,010 321 51 Exclusive rights to computer software and databases 734,256 387,902 428,795 3D and 4D seismic surveys 829,705 453,290 60,383 Other intangible assets 10,239 37,600 21,280 Intangible assets received for use are recorded off the balance sheet and are estimated on the basis of the amount of remuneration specified in the contract.
Table 10 Information on intangible assets received by the Company for use (kRUB)
Cost by group of intangible assets At 31 December 2015 At 31 December 2014 At 31 December 2013 Total, including 5,789,962 9,144,588 7,487,854 Non-exclusive rights to software programs, rights of access to information resources, trademarks with Olympic symbols 5,789,962 9,144,588 7,487,854 Table 11 Information on fully amortized intangible assets (kRUB)
Intangible assets At 31 December 2015 At 31 December 2014 At 31 December 2013 Total, including 971,283 637,822 131,334 Trademarks 26 26 26 Patents 243 243 5 Exclusive rights to computer software and databases 918,537 598,680 93,608 Oil and gas production licenses 854 164 29 Other licenses 64 64 21 Other 51,559 38,645 37,645 -
7. Oil and gas reserves exploration and evaluation costs
Oil and gas reserves exploration and evaluation expenses are recognized using the successful efforts method of accounting, according to which only those costs are capitalized that are directly incurred in the discovery of new fields that will result in future economic benefits, while exploration costs (both direct and indirect), including geological and geophysical costs, are charged to expenses as incurred.
The following oil and gas reserves exploration and evaluation costs should be capitalized:
- Costs related to acquiring of mineral rights for oil and gas reserves (geological exploration licenses, geological exploration and production licenses)
- Costs related to appraisal / exploration drilling
Capitalized exploration and evaluation costs lead to the creation of exploration assets:
- Exploration / appraisal wells – tangible exploration assets
- Licenses – intangible exploration assets
Expenses related to the construction of offshore appraisal / exploration wells abandoned as successful in the license areas that did not prove to be commercially viable to recover oil and gas are capitalized as follows:
- Expenses related to the construction of offshore appraisal / exploration wells abandoned as successful are initially recognized as tangible exploration assets and then transferred to intangible exploration assets in the event that the discovery of hydrocarbon reserves is confirmed and there is a possibility that these reserves will be approved by the State Committee on Reserves both with regard to the well (current reserves estimation) and the subsurface area (reserves estimation based on geological results of the well).
- Until the decision on commercial viability has been reached, expenses related to the construction of offshore appraisal / exploration wells abandoned as successful are recognized as intangible exploration assets in the form of information received as the result of drilling the offshore appraisal / exploration wells.
As at the reporting date, the Company annually tests exploration assets for any indication of impairment when making the decision on the commercial viability of oil and gas production in a licensed area. Impairment testing is performed by field (licensed area). Where there is evidence of impairment, the Company writes down the exploration assets to the carrying value of the licenses and wells at a field (licensed area) or, in the event of the recoverability of exploration assets, to the realizable value.
- Once the commercial viability of the subsurface area has been established, exploration assets in this area are subject to reclassification:
- Exploration and production licenses become intangible assets
- Appraisal / exploration wells become fixed assets (development wells construction in progress).
If production proves to be impractical, exploration assets are subject to impairment and are subsequently written off to other expenses of the Company.
Exploration assets are not depreciated.
The following costs are not capitalized in the value of assets and are taken to current-period expenses as oil and gas exploration and evaluation expenses:
- Costs incurred at the regional stage
- Exploration costs not related to appraisal / exploration drilling, including costs for the follow-up exploration of fields which have been put on stream and considered commercially developed
- Costs related to the maintenance of subsurface areas where exploration is being carried out and of fields which are not commercially operated
- Costs related to the preparation of project technical documentation for developing fields which are not commercially operated
The Company derecognizes exploration assets at the respective subsurface area if it proves to be commercially viable or if production is considered impractical.
Table 12. Information on exploration assets (kRUB)
Groups of licenses Period At the beginning of the period Changes in cost over the period At the end of the period Cost Accumulated impairment losses Additions Disposals Cost Accumulated impairment losses Tangible exploration assets 2015 10,087,080 71,236 14,665,097 13,414,046 11,338,131 - 2014 5,582,686 - 29,655,070 25,150,676 10,087,080 71,236 Intangible exploration assets, including 2015 64,928,636 197 12,564,944 14,799 77,478,781 2,828,345 2014 40,210,659 3,753,397 33,224,409 8,506,432 64,928,636 197 License to use subsurface resources with the right of extraction 2015 42,337,678 44 770,053 44 43,107,687 2,828,153 2014 40,208,491 3,753,151 10,625,012 8,495,825 42,337,678 44 License to use subsurface resources without the right of extraction 2015 320 153 38 9 349 192 2014 431 246 12 123 320 153 Information on the results of drilling of successfully liquidates appraisal / exploration wells 2015 22,582,574 - 10,601,808 - 33,184,382 - 2014 - - 22,582,574 - 22,582,574 - Costs related to acquiring of mineral rights for oil and gas reserves 2015 8,064 - 1,193,045 14,746 1,186,363 - 2014 1,737 - 16,811 10,484 8,064 - Increase in intangible exploration assets in 2015 was mainly due to the information received as a result of offshore appraisal / exploration drilling in the amount of RUB 10,602 million.
As of the reporting date in 2015, impairment of intangible exploration assets amounted to RUB 2,828 million.
The disposal of tangible exploration assets in 2015 was mainly due to the transfer of the value of Universitetskaya 1, an appraisal well in the Kara Sea abandoned as successful, totaling RUB 10,602 million to intangible exploration assets and expensed costs related to the construction of appraisal / exploration wells which did not produce oil flow (dry wells) totaling RUB 1,396 million, and due to putting into operation of fixed assets totaling RUB 1,340 million.
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8. Research and development results
Research and development results include costs incurred during the stage of development of R&D work in progress (recorded as investments in non-current assets) and completed (recognized as intangible assets / R&D).
The Company’s costs are recognized in the accounts as R&D in progress if all of the following conditions are met:
- R&D contracts indicate that in the course of work new scientific knowledge is expected to be produced and / or used (information which is unknown, given the current level of technology)
- It is assumed that the positive result of R&D activities will create an opportunity for future economic benefits
- It is assumed that the positive completion of R&D activities will make it possible to demonstrate the use of its results in production for management requirements
- The amount of expenses can be defined and confirmed
When R&D projects are developed in-house, the related costs are capitalized from the beginning of the project stage if the Company is able to demonstrate:
- The technical feasibility of developing such R&D projects
- Its intention and ability to develop and use an R&D project
- How the R&D project is likely to generate economic benefits
- The availability of sufficient technical, financial and other resources to complete the development of and use the R&D projects
- The ability to reliably measure costs related to the development of the R&D project
- R&D projects developed in-house include:
- R&D projects developed by Company employees in the course of performing their job duties
- R&D projects resulting from contractor work under contracts in respect of which the Company bears the risk of negative results
R&D costs incurred at the research stage are not capitalized and are recognized as expenses relating to ordinary activities or other expenses depending on the purpose of the research.
R&D costs are written off to expenses relating to ordinary activities on the first day of the month following the month in which the actual use of the obtained results began.
Upon the completion of R&D activities, in the event of a positive result, the costs related to R&D in progress form the value of R&D project. In the event of a negative result, R&D costs are written off to other expenses.
The R&D project value is written off on a monthly basis using the straight-line method in the amount of 1 / 12 of the annual amount.
In the event that the use of an R&D project is suspended, the related costs in the form of a monthly write-off amount are to be recognized as other expenses during the period for which the use of the R&D project has been suspended.
Where the Company early terminates using the results of R&D activities in accordance with Order «On writing off R&D expenses», R&D expenses are taken to other expenses.
The write-off period for R&D costs is determined by the Company based on the expected period of use of the results from these activities. This period may not exceed 5 years.
This period for most significant R&D deliverables is as follows:
- Technology for development of tight Turonian gas deposits — 5 years
- Technology for development of extra-heavy crude oil fields — 5 years
Table 13. R&D results profile (kRUB)
R&D description Period At the beginning of the period Change over the reporting period At the end of the period Historical cost Part of the value written off to expenses Additions Disposals Part of the value written off to expenses Historical cost Part of the value written off to expenses R&D 2015 201,031 631 221,453 158,959 19,416 263,525 19,206 2014 18,250 2,802 196,353 13,572 1,934 201,031 631 Changes in R&D project value written-off in the amount of kRUB 841 in 2015 and kRUB 4,105 in 2014 were made in the course of reclassifying R&D projects to intangible assets at net book value upon receipt of protection documents.
Table 14 R&D in progress and pending registration (kRUB)
R&D description Period At the beginning of the period Change over the reporting period At the end of the period Costs for the period Costs expensed as unsuccessful Recognized as intangible assets, R&D or fixed assets Costs of R&D in progress 2015 2,394,682 807,390 - 931,649 2,270,423 2014 1,936,623 1,242,119 - 784,060 2,394,682 -
10. Reserves, value added tax, excises on self-produced petroleum products
Inventories are accounted for at their actual cost calculated based on the amount of actual acquisition / production costs, net of value added tax and other recoverable taxes (except in instances stipulated by Russian law).
Upon disposal, inventories are depreciated using the following methods:
- Oil, construction materials, equipment, spare parts, fuel, packaging, fixtures and fittings, instruments and tools, other inventories – by the cost of every inventory unit (inventory unit is a consignment)
- Oil products – by the average cost of production broken down by refinery
- Self-produced semi-finished products – by the average cost of production broken down by refinery
- Self-produced oil and gas – by the average cost of production broken down by operator
Special protective clothes handed over for use are accounted for as materials. The value of special protective clothes with the service life of more than 12 months is depreciated using the straight-line method over the specified period of its use. The value of special protective clothes with the service life of less than 12 months is written off when the clothes are handed over for use.
Materials, fuel, spare parts and other material resources are recorded at their actual acquisition cost.
Work in progress and finished products are recorded at their actual cost; goods are recorded at their acquisition cost.
Dispatched finished products and dispatched goods, the title to which is not yet transferred to the buyer, are recorded within inventories.
Inventories also comprise transportation and procurement costs attributable to the balance of goods at the warehouse and dispatched but unsold goods.
Costs to sell (transportation costs, storage costs, intermediary service costs, customs duties etc.) are recorded within inventories where it is possible to compare certain consignments of finished products and goods recognized in accounting records before the sale of consignments to which they relate.
The amounts of input VAT to be deducted and not included in the cost of the assets acquired, or in expenses, are recorded in line 1220 of the balance sheet.
This line also includes the excise duty assessed upon accounting for the acquired / produced straight-run gasoline, benzene, orthoxylene, paraxylene during their refining subject to appropriate certificate under which the VAT refund has not been claimed.
If there is any indication of impairment, the Company recognizes the decrease in value of inventories in the financial statements.
In accordance with the requirement of prudence, the Company accounts for the impairment of inventories using the method of provisioning.
Table 16 Information on the VAT and excise duties (kRUB)
Tax At 31 December 2015 At 31 December 2014 Input value added tax claimed 44,205,770 56,191,201 Excise duty assessed upon accounting for straight-run gasoline, benzene, orthoxylene, paraxylene 7,239,296 - Table 17. Information on inventories (kRUB)
Inventories by type At 31 December 2015 At 31 December 2014 At 31 December 2013 Cost Allowance for impairment Cost Allowance for impairment Cost Allowance for impairment Total 107,241,362 (34,102) 114,473,644 (59,489) 96,045,041 (61,341) Raw materials 12,005,826 (10,195) 12,906,302 (14,964) 11,670,020 (26,938) Costs related to work in progress 9,536,322 х 7,555,253 х 7,104,345 х Finished products and goods 85,699,214 (23,907) 94,012,089 (44,525) 76,902,044 (34,403) Deferred expenses - - - - 368,632 - A decrease in the value of inventories is due to higher volumes of inventories forwarded to production and shipped to buyers. In 2013-2015, inventories were not pledged.
Table 18. Information on the movements of inventories and allowances for their impairment in the reporting period (kRUB)
Inventories by type Book value of inventories * Movements in allowance Uncovered loss on impairment of inventories Additions Disposals Allowance accrued in the reporting period Allowance reversed due to disposal of inventories Allowance write-off Total 7,478,939,337 7,486,171,619 7,756 10,565 22,578 - Raw materials 1,074,329,046 1,075,229,522 2,433 7,201 1 - Costs related to work in progress 2,445,989,889 2,444,008,820 х х х х Finished products and goods 3,958,620,402 3,966,933,277 5,323 3,364 22,577 - * Cost values are presented subject to transfer of inventories by types upon change of their allocation and repeated involvement in production
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11. Financial investments
Financial investments are initially recognized at their actual costs. Subsequently, financial investments whose market value can be determined are remeasured at market value; and financial investments whose market value cannot be determined are not remeasured, but tested for impairment. When a sustained material decline in the value of financial investments is supported by impairment tests, the Company creates (adjusts) an allowance for impairment of such financial investments as at the last day of the quarter (last day of the reporting year). As of 31 December 2015, the allowance for impairment of financial investments amounts to RUB 25,296 million.
The valuation of financial investments whose market value can be determined is adjusted to the current market value on a quarterly basis. The valuation adjustment is recorded within other income (expenses).
In general, the current market value may be determined if the relevant quotations are available in the securities market. In this case, the current market value of financial investments is their market value determined as appropriate by an organizer of the trade in the securities market.
The historical cost of debt securities whose current market value cannot be determined is not adjusted for the difference between the historical cost and nominal value.
Debt securities and loans issued are not measured at present value.
At disposal of assets recognized as financial investments, for which the current market value is determined, the value of such assets is based on their most recent valuation.
Financial investments whose current market value cannot be determined are measured at historical cost of each unit disposed.
Deposits with the maturity period not exceeding 91 days are not considered to be financial investments and are recorded within cash in the financial statements.
Short-term debts related to financial investments are reclassified to long-term debts in cases when the payment terms envisaged by the agreement are revised and increased to exceed 365 days after the reporting date.
Long-term debts related to financial investments are reclassified to short-term debts when the term to maturity under the agreement remains 365 days or less after the reporting date.
The value of all financial investments previously remeasured at market value is recorded at the current market value as of the reporting date. The Company did not record financial investments carried at market value with undetermined market value at the reporting date.
The Company did not record financial investments pledged or transferred to third parties (except for sale).
Table 19 Information on financial investments (kRUB)
Financial investments by type At 31 December 2015 At 31 December 2014 At 31 December 2013 Total 5,583,419,550 4,461,731,648 2,827,533,480 Long-term investments - total 3,945,699,651 3,816,440,204 2,401,568,509 Units and shares 2,491,390,235 2,395,855,245 2,058,883,618 Long-term loans issued 1,184,279,012 1,248,105,908 262,082,376 Other long-term financial investments 270,030,404 172,479,051 80,602,515 Short-term investments - total 1,637,719,899 645,291,444 425,964,971 Short-term loans issued 702,770,801 65,310,081 251,626,492 Deposits 686,478,240 501,028,860 129,304,982 Promissory notes and bonds received 81,084,602 17,829,983 24,183,850 Accounts receivable acquired under the assignment agreements 72,043 87,782 89,481 Other short-term financial investments 167,314,213 61,034,738 20,760,166 The change in the 2015 long-term financial investments from RUB 3,816,440 million to RUB 3,945,700 million was mainly due to the increase in investments in share capitals of subsidiaries in the amount of RUB 153,340 million and reclassification of the investment units in the amount of RUB 58,340 million to short-term investments; decrease in loans issued in the amount of RUB 63,827 million, including due to issue and debt reclassification; change in other financial investment in the amount of RUB 97,551 million mainly due to placement of long-term deposits.
Long-term shares include investments whose market value can be determined. The difference between the current market value at the reporting date and the assessment (as of 31 December 2015) of long-term financial investments whose market value can be determined is RUB 388 million (income). The amount of income was taken to the financial result and recorded as other income.
The change in the 2015 short-term financial investments from RUB 645,291 million to RUB 1,637,720 million was mainly due to the reclassification of loans in the amount of RUB 631,872 million from long-term debt; increase in placement of short-term deposits in the amount of RUB 185,449 million; and increase in investments in promissory notes and other short-term investments.
Table 20. The list of subsidiaries and associates
No. Name of the entity Actual value of a financial investment at 31 December 2015 (kRUB) Company's interest Interest in share capital (%) Percentage of voting shares (%) OIL PRODUCING ENTITIES 1 LLC RN-Severnaya Neft 6,249,936 100.00 2 LLC RN-Yuganskneftegaz 14,166,170 100.00 3 LLC RN-Krasnodarneftegaz 2,976,488 100.00 4 LLC RN-Purneftegaz 8,527,192 100.00 5 LLC RN-Stavropolneftegaz 3,355,057 100.00 6 LLC RN-Sakhalinmorneftegaz 2,879,435 100.00 7 JSC Vankorneft 18,082,633 100.00 100.00 8 PJSC Rosneft-Dagneft 368,085 68.70 91.60 9 PJSC Grozneftegaz 43 51.00 51.00 10 JSC RN Ingushneft 51 51.00 51.00 11 LLC NGK ITERA 251,337,010 99.999982 12 JSC Dagneftegaz 131,832 40.00 40.00 13 PJSC VCNG 7,480,493 25.94 25.94 14 PETROVICTORIA S. A. 15,903,920 40.00 REFINERIES 15 LLC RN-Tuapse Refinery 279,447 100.00 16 LLC RN-Komsomolsk Refinery 573,357 100.00 17 JSC VNHK 576,384 100.00 100.00 18 PJSC NK Rosneft - MZ Nefteprodukt 108,102 65.42 65.42 OIL PRODUCT SUPPLY ENTITIES 19 LLC RN-Nakhodkanefteprodukt 1,050,611 100.00 20 LLC RN-Arkhangelsknefteprodukt 546,456 100.00 21 LLC RN-Tuapsenefteprodukt 2,028,708 100.00 22 LLC RN-VNP 97,910 100.00 23 JSC NK Rosneft-Stavropolye 238,201 100.00 100.00 24 LLC RN-Bunker 10 100.00 25 LLC RN-Krasnoyarsknefteprodukt 10 100.00 26 LLC RN-Novosibirsknefteprodukt 20 100.00 27 LLC RN-Chechennefteprodukt 10 100.00 28 LLC RN-Ekaterinburgnefteprodukt 10 100.00 29 LLC RN-Chelyabinsknefteprodukt 10 100.00 30 LLC RN-Ingushnefteprodukt 100 100.00 31 LLC RN-Aero 240,010 100.00 32 LLC RN-Trade 480,010 99.9999 33 PJSC NK Rosneft-Kubannefteprodukt 612,569 89.50 96.61 34 PJSC NK Rosneft - Kabardino-Balkarskaya Fuel Company 1,044,977 99.81 99.81 35 PJSC NK Rosneft-Kurgannefteprodukt 113,043 83.32 90.33 36 PJSC NK Rosneft - Karachaevo-Cherkessknefteprodukt 57,161 85.99 85.99 37 PJSC NK Rosneft-Smolensknefteprodukt 190,953 66.67 86.97 38 PJSC NK Rosneft-Altaynefteprodukt 51,260 64.18 64.18 39 PJSC NK Rosneft-Yamalnefteprodukt 48,622 49.52 49.52 40 PJSC NK Rosneft-Murmansknefteprodukt 6,676 45.38 60.51 41 JSC NK Rosneft-ARTAG 30 38.00 50.67 42 LLC RN-Abkhazia 47 51.00 43 LLC Yu-Kuban 9,215 49.00 OTHER ENTITIES Holdings 44 Rosneft Limited 1,707,564,188 100.00 100.00 45 Rosneft Industrial Holdings Limited 464 22.90 46 LLC RN-Pererabotka 10 100.00 47 LLC RN-Aktiv 24,153,386 99.9996 48 LLC RN-Kommerciya 4,520 100.00 49 LLC RN-Resource 1,500 99.99 50 LLC RN-Razvedka i dobycha 122,691,408 99.99992 51 LLC RN-Gaz 804,054 99.9934 Sakhalin projects group 52 JSC RN-Shelf-Dalniy Vostok 32,124 100.00 100.00 53 LLC West Kamchatka Holding B. V. 3,040 60.00 60.00 54 JSC RN-Astra 10 100.00 100.00 55 LLC RN-Shelf-Arktika 4,950 99.00 56 JSC Rosneft-Sakhalin 110 55.00 55.00 Foreign Projects Division 57 LLC RN-Foreign Projects 32,361,878 100.00 58 LLC RN-Foreign Investments 685,000 100.00 59 LLC RN-Exploration 28,099 99.996 60 LLC Rosneft Shell Caspian Ventures Ltd 316 51.00 51.00 61 LLC NPC 18,037,889 60.00 Servicing entities 62 LLC RN-Burenie 25,152,767 100.00 63 LLC RN-Service 5,693,422 50.60 64 CJSC RN-Energoneft 20 100 100 65 LLC RN-Pozharnaya bezopasnost 203,461 100.00 66 LLC Dubininskoye 26,015,000 100.00 67 JSC RN-Mamontovo 9,952,145 100.00 100.00 68 LLC RN-Inform 10 100.00 69 LLC RN-Uchet 10 100.00 70 OJSC Purnefteotdacha 309 61.54 61.54 71 LLC PSC RN-Okhrana 32,021 99.98 72 LLC KNPZ-Service 30 100.00 73 LLC RN-Vedomstvennaya Okhrana 60,000 100.00 Financial institutions 74 JSC RRDB 2,758,375 84.67 84.67 Scientific entities 75 LLC Arctic Scientific Center 300,000 66.67 76 LLC RN-SakhalinNIPImorneft 33,799 100.00 77 LLC RN-UfaNIPIneft 77,010 100.00 78 LLC NK Rosneft-NTC 4,825,480 100.00 79 LLC RN-KrasnoyarskNIPIneft 10 100.00 Logistics and transportation 80 LLC Rosneft-Mongolia 76,134 100.00 81 JSC RN-Trans 8,902,080 100.00 100.00 82 LLC Vostok Asia Transit 2,294 66 83 JSC Rosnefteflot 352,612 100.00 100.00 84 LLC TK-BA 374,337 33.33 Other entities 85 JSC Sakhalinmorneftegaz-Shelf 3,750 100.00 100.00 86 LLC YUKOS CIS Investment 28,787 100.00 87 LLC RN-Shelf of Abkhazia 96 100.00 88 JSC Okhinskaya TETS 1,288,499 81.99 81.99 89 LLC Vostok-Energy 56,100 51.00 90 LLC Pursatkom 1,742 49.00 91 CJSC Rosshelf 248,326 26.42 26.42 92 CJSC Neftyanoe Khozyaistvo Publishing House 4 25.00 25.00 93 CJSC Ros&Neft 12 25.00 25.00 94 LLC Neftyanik Kubani Health Resort 3,670,467 96.20 Liquidation and bankruptcy 95 LLC RN-Stroy 192,310 100.00 Total: 2,336,486,629 Table 21 Key operations related to the acquisition and disposal of long-term financial investments (kRUB)
List of financial investments Actual value of a financial investment at the date of acquisition or disposal Interest, % Created (formed) financial investments 61,500 LLC RN-Vedomstvennaya Okhrana 60,000 100.00 LLC RN-Resource 1,500 99.99 Financial investments disposed of due to sale or repayment 312,420 LLC Okhabank 23,489 33.40 LLC Polyarnoye Siyanie Company 288,931 50.00 Financial investments disposed of due to their write-off 40 LLC Komsomolskneftezavodremstroi 30 100.00 CJSC Sakhalinmorneftegaz-AMK 10 100.00 In 2015, changes mainly occurred in the following interests and investments:
- LLC RN-Razvedka i dobycha - increase in actual investments by RUB 109,524 million, increase in ownership interest from 99.9999248117 % to 99.9999248123 %
- LLC RN-Burenie - increase in actual investments by RUB 20,541 million, the interest remained unchanged at 100 %
- LLC RN-Aktiv - increase in actual investments by RUB 11,728 million, the interest remained unchanged at 99.9996 %
- LLC RN-Foreign Projects - increase in actual investments by RUB 10,010 million, the interest remained unchanged at 100 %
- LLC NPC - increase in actual investments by RUB 936 million, the interest remained unchanged at 60 %
- LLC RN-Gaz – increase in actual investments by RUB 539 million due to increase in the share capital and increase in interest to 99.9934 % resulted from acquisition of 14.1219 % interest
- JSC Rosnefteflot - as a result of acquisition of 49 shares, actual investments increased by RUB 346.4 million and direct ownership interest of Rosneft Oil Company increased from 51 % to 100 %
- LLC RN-Novosibirsknefteprodukt - increase in actual investments by RUB 0.01 million due to reorganization of LLC RN-Kemerovonefteprodukt through merger with LLC RN-Novosibirsknefteprodukt, the interest remained unchanged at 100 %
- etc.
Table 22. Information on long-term and short-term loans issued (kRUB)
Loans issued Balance at 31 December 2014 Loans issued Loans collected Reclassified due to changes in the maturity period Balance at 31 December 2015 Total, including 1,313,415,989 752,834,742 179,200,918 - 1,887,049,813 Long-term loans issued 1,248,105,908 699,959,861 131,914,405 (631,872,352) 1,184,279,012 Short-term loans issued 65,310,081 52,874,881 47,286,513 631,872,352 702,770,801 -
12. Derivative financial instruments at fair value through profit or loss
Derivatives are financial instruments that simultaneously meet the following criteria:
- The value of a financial instrument is changed in line with the changes in the applied interest rate, security rate, price of goods, foreign currency exchange rate, price or interest rate index, credit rating or credit index or other «basic» variables
- The acquisition of a financial instrument does not require any investments or requires initial net investments but in amounts lower than for other instruments, the price of which has a similar response to market factor changes; and other types of contracts that are expected to have a similar response to market factor changes
- Financial instrument calculations are performed subsequently
In managing foreign currency and interest rate risks, the Company entered into cross currency and interest rate swaps and forward exchange transactions to sell US dollars that help match the currency of revenue and the currency of liabilities, and reduce absolute interest rates for the debt financing raised.
Derivative financial instruments are measured at fair value.
The method for determining the fair value of transactions is based on the assessment of the present discounted value of future cash flows using the consensus projections of foreign exchange rates. The consensus projections comprise forecasts of key international banks and agencies. The Bloomberg system is the key source of information for making projections.
Profit or losses arising during the period as adjustments upon change in the fair value are recognized in the income statement.
The change in the fair value of the derivative financial instrument means the difference between the fair value at the beginning of the reporting period (or at the date of acquisitions, whichever is more recent) and at the end of the reporting period.
Derivative financial instruments at fair value through profit or loss are recorded as assets (liabilities) in the balance sheet in similar lines depending on their maturity.
As at the reporting date, short-term liabilities on derivative financial instruments include liabilities related to cross currency and interest rate swaps.
The deals with derivative financial instruments are presented below:
Issued, year Repaid, year Nominal amount at 31 December 2015 Interest rate type Fair value of a liability at 31 December (kRUB) USD, million RUB, million* 2015 2014 Swaps 2012 2015 - - Fixed - 53,710,289 Swaps 2012 2017 641 46,739 Floating 21,109,026 9,267,057 Swaps 2013 2018 2,138 155,789 Floating 59,346,442 14,072,579 Swaps 2014 2015 - - Fixed - 28,861,462 Swaps 2014 2019 1,010 73,576 Floating 23,626,205 6,253,949 Forwards 2012 2015 - - - - 24,786,865 Total 3,789 276,104 104,081,673 136,952,201 * equivalent of the nominal amount at the CBR official exchange rate as of 31 December 2015.
In 2015, the Company completed transactions with derivative financial instruments entered into in 2012-2014 in the nominal amount of USD 4,494 million (RUB 327,493 million at the CBR official exchange rate as of 31 December 2015).
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13. Information on hedging transactions
Cash flow hedging of the Company’s future exports
Hedging transactions are operations (set of operations) with term transaction financial instruments (including those of different types), performed to minimize (compensate) adverse effects, fully or partially, caused by the loss incurred, income deficiency, decrease in revenue, decrease in market value of the property, including property rights (rights of claim), increase in the Company’s liabilities due to change in price, interest rate, currency exchange rate, including the rate of the foreign currency to the rate of the currency of the Russian Federation, or another indicator (set of indicators) of a hedged item (items).
In the reporting year, the Company performed transactions to hedge the cash flows of the Company’s future exports due to foreign currency risks attributed to expert revenue denominated in foreign currency mainly in US dollars. The Company raises borrowings in the same currency as the forecasted revenue to economically hedge the foreign currency risk exposure.
On October 1, 2014, the Company designated certain U. S. dollar nominated borrowings as a hedge of the expected highly probable U. S. dollar nominated export revenue stream. A portion of the future monthly export revenue expected to be received in US dollars over the period from January 2015 through December 2019 was designated as hedged item. The nominal amounts of the hedged item and the hedging instrument were deemed equal. To the extent that a change in the foreign currency rate impacts the hedging instrument, the effects were recorded in Other funds and reserves in accordance with the Company’s accounting policies; subsequently these effects shall be transferred into profit or loss of the period, in which the hedged transactions are recognized.
The Company’s foreign currency risk management strategy is to hedge future export revenue in the amount of the net monetary position in U. S. dollars. The Company aligns the hedged nominal amount to the net monetary position in U. S. dollars on a periodical basis. As of 31 December 2015, the nominal amount totaled USD 3,918 million (RUB 285 billion at the CBR exchange rate as of 31 December 2015).
The amounts recognized in Other funds and reserves on hedging transactions are presented below: (kRUB)
Indicator 2015 2014 2013 Recognized in Other funds and reserves at the beginning of the year (398,110,282) - - Foreign exchange effects recognized during the year before tax (215,285,868) (497,637,852) - Foreign exchange effects reclassified to profit or loss 123,063,653 - - Other tax effect* 18,444,443 99,527,570 - Total recognized in Other funds and reserves as of the end of the year (471,888,054) (398,110,282) - * The difference between the accounting profit (loss) and the taxable profit (loss) resulted from recognitions of hedging transactions. Other tax effect is recognized in line 2466 of the income statement.
The schedule of the expected reclassification of the accumulated foreign exchange loss from other comprehensive income to profit or loss, as of December 31, 2015, is presented below: (RUB, million)
Year 2016 2017 2018 2019 Total Reclassifications (147,465) (147,465) (147,465) (147,465) (589,860) Income tax 29,493 29,493 29,493 29,493 117,972 Total net of income tax (117,972) (117,972) (117,972) (117,972) (471,888) The expected reclassification is calculated using the Central Bank of Russia («CBR») exchange rate as of December 31, 2015 and may be different using actual exchange rates in the future.
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15. Accounts receivable and payable
Accounts receivable and payable are accounted for and recorded in financial statements in accordance with the respective existing agreements.
Accounts receivable from suppliers and contractors include advances issued that are recorded in the balance sheet less VAT deductible or deducted at the reporting date in accordance with the Tax Code of the Russian Federation. VAT on advances (deductible but not claimed for deduction at the reporting date) is recorded in the balance sheet within other current assets.
Accounts payable to suppliers and contractors include advances received that are recorded in the balance sheet less VAT on advances received. Accounts receivable include non-income-bearing financial investments within Rosneft Oil Company Group.
The Company receives no government financing.
The provision for doubtful debts is made on the basis of settlements with other organizations and individuals for products, goods, work and services, advances issued and other accounts receivable, and is recorded in the income statement as other expenses.
Short-term accounts receivable and payable are converted into long-term in cases where payment periods under existing contracts are revised and increased to exceed 365 days.
Long-term accounts receivable and payable are converted into short-term where the term to maturity under existing contracts is 365 days or less.
Similarly, part of long-term accounts receivable and payable are converted into short-term if the debt under existing contracts is repaid by installments in different periods.
Table 24. Information on accounts receivable (kRUB)
Accounts receivable by type At 31 December 2015 At 31 December 2014 At 31 December 2013 Accounts receivable - total 2,025,601,916 1,847,735,638 848,191,801 Long-term accounts receivable 1,134,438,474 989,058,688 92,970,701 Advances paid 347,614 411,972 2,312,165 Other debtors, including 1,134,090,860 988,646,716 90,658,536 Loans issued to the companies within Rosneft Oil Company Group 1,030,781,711 849,508,635 57,319,554 Interest on long-term loans, promissory notes 85,938,787 127,565,240 26,090,172 Short-term accounts receivable 891,163,442 858,676,950 755,221,100 Including: Suppliers and contractors 201,528,043 257,556,527 294,634,809 Advances paid 41,263,661 60,548,729 29,317,555 Other debtors, including 648,371,738 540,571,694 431,268,736 Due from the budget and state non-budgetary funds 59,835,376 96,626,391 41,977,131 Loans and promissory notes issued to the companies within Rosneft Oil Company Group 117,536,411 30,973,719 7,937,676 Interest (discount) on deposits, loans, promissory notes 140,571,358 23,471,675 76,029,444 Settlements under commission agreements, other accounts receivable 88,272,216 208,894,597 76,024,037 As of 31 December 2014, the Company’s accounts receivable amounted to RUB 1,847,736 million, including the provision for doubtful debts in the amount of RUB 15,568 million. In 2015, accounts receivable increased by RUB 177,866 million and amounted to RUB 2,025,602 million as of 31 December 2015, including the provision for doubtful debts in the amount of RUB 13,210 million. The accounts receivable increased primarily due to the increase in loans issued to the companies within Rosneft Oil Company Group and interest (discount) accrued on loans, promissory notes and deposits.
Table 25 Information on accounts payable (kRUB)
Accounts payable by type At 31 December 2015 At 31 December 2014 At 31 December 2013 Accounts payable 1,416,028,642 1,197,024,178 671,333,226 Suppliers and contractors 719,514,866 613,735,328 487,901,829 Payables to the Company's employees 5,631 46,597 32,421 Payables to the budget and non-budgetary funds 34,931,985 63,957,612 39,881,520 Advances received 217,812,613 147,035,386 53,736,812 Settlements under commission agreements, other accounts payable 443,763,547 372,249,255 89,780,644 As of 31 December 2014, the Company’s accounts payable amounted to RUB 1,197,024 million. In 2015, accounts payable increased by RUB 219,005 million and amounted to RUB 1,416,029 million as of 31 December 2015. The increase in accounts payable was primary attributable to settlements with the companies within Rosneft Oil Company Group under commission and agency agreements, as well as payments for purchased products and operator services relating to production and processing.
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16. Long-term and short-term loans and borrowings, other liabilities and collateral pledged
Loans and borrowings payable are accounted for and recorded in financial statements in accordance with the respective existing agreements.
The Company reclassifies short-term payables into long-term payables if the repayment period under the existing agreement is revised and increased to exceed 365 days. The Company reclassifies long-term payables into short-term payables where the outstanding repayment period becomes 365 days or less.
The interest amounts payable under loans and borrowings received are accrued on a straight-line basis regardless of the conditions of loans (borrowings). Additional expenses for loans (borrowings), other than commissions on loans (borrowings) raised, such as bank commissions for using loan funds, originating a loan, obtaining and maintaining a line of credit, and other bank commissions (fees) related to raising loans (borrowings) are recorded as a lump sum in other expenses.
Where commissions on loans (borrowings) are material, they are included in other expenses on a straight-line basis over the loan (borrowing) maturity period.
The commissions on loans (borrowings) that are not written off as of the reporting date are shown on the balance sheet as other non-current assets or other current assets depending on their remaining period of recognition as expenses (more than 12 months or less than 12 months, respectively).
For the purposes of capitalizing interest on loans and borrowings into the cost of acquired assets, such investment assets shall comprise those assets that necessarily take a substantial period of time (over 12 months) to get ready for their intended use through acquisition, construction or production.
Investment assets consist of work-in-progress and construction-in-progress which will subsequently be accounted for by the borrower and / or customer (investor, buyer) as fixed assets (including land), intangible assets, exploration and evaluation costs or other non-current assets.
In January-February 2015, the Company raised short-term loans with a floating rate in the total amount of RUB 100 billion from a Russian bank.
In February 2015, the Company repaid, early and in full, a long-term unsecured loan raised from foreign banks for the purchase of TNK-BP in the total amount of USD 7.2 billion (RUB 473 billion at the CBR exchange rate as of the date of payment).
Funds raised in 2015 were allocated to financing of the Company’s operating activities.
Loans payable recorded in the financial statements as of the reporting date include the accrued interest.
Borrowing costs included in other expenses amounted to RUB 5,564 million.
Total interest of RUB 68,917 million was accrued on the Company’s loans for the reporting period. Interest payable increased by RUB 9,816 million year on year.
Interest capitalized in the cost of investment assets created (acquired) was RUB 14,542 million. The amount of interest included in the cost of investment asset and payable to lender (creditor) on loans received for purposes other than acquisition, construction and / or production of an investment asset totaled RUB 14,223 million.
Table 26 Information on long-term and short-term loans and borrowings (kRUB)
Loans and borrowings, by type Balance at 31 December 2014 Received (accrued) Repaid (paid) Reclassified Balance at 31 December 2015 Long-term loans and borrowings 3,230,812,633 2,454,111,153 1,490,837,479 (112,559,359) 4,081,526,948 including - Long-term loans
1,333,575,940 445,135,206 328,932,646 (107,427,902) 1,342,350,598 - Long-term borrowings
1,072,746,234 1,548,146,996 1,155,697,842 (5,023,928) 1,460,171,460 - Long-term interest accrued under loan and borrowing agreements
26,794,879 60,392,188 2,745,375 (107,529) 84,334,163 - Long-term promissory notes issued
6,311,245 - 2,744,019 - 3,567,226 - Long-term interest accrued on promissory notes
1,384,335 436,763 717,597 - 1,103,501 Bonds issued 790,000,000 400,000,000 - - 1,190,000,000 Short-term loans and borrowings 864,389,446 590,734,812 1,073,345,656 112,559,359 494,337,961 - including
- Short-term loans
51,964,129 304,233,176 256,197,305 - 100,000,000 - Short-term borrowings
28,767,391 21,008 29,135,750 5,023,928 4,676,577 - Current portion of long-term loans and borrowings
762,674,709 65,495,628 566,505,504 107,427,902 369,092,735 - Current portion of long-term interest accrued under loan and borrowing agreements
1,749,831 55,131,852 55,440,535 - 1,441,148 - Short-term interest accrued under loan and borrowing agreements
12,519,561 23,203,875 32,757,962 107,529 3,073,003 - Interest accrued on bonds issued (coupon income)
6,713,825 142,649,273 133,308,600 - 16,054,498 In January 2015, the Company issued exchange-traded documentary interest-bearing non-convertible bonds with a total nominal value of RUB 400,000 million maturing in six years.
Information on RUB-denominated interest-bearing non-convertible bearer bonds issued as of 31 December is provided below (RUB, million):
Type of bonds Series number Issue date Total nominal value RUB, million Coupon rate At 31 December 2015 2014 Bonds 04,05 October 2012 20,000 8.6% 20,000 20,000 Bonds 07,08 March 2013 30,000 8.0% 30,000 30,000 Bonds 06,09,10 June 2013 40,000 7.95% 40,000 40,000 Exchange-traded bonds BO-05, BO-06 December 2013 40,000 7.95% 40,000 40,000 Exchange-traded bonds BO-01, BO-07 February 2014 35,000 8.90% 35,000 35,000 Exchange-traded bonds BO-02, BO-03, BO-04, BO-08, BO-09, BO-10, BO-11, BO-12, BO-13, BO-14 December 2014 225,000 11.90%* 225,000 225,000 Exchange-traded bonds BO-15, BO-16, BO-17, BO-24 December 2014 400,000 13.40%* 400,000 400,000 Exchange-traded bonds BO-18, BO-19, BO-20, BO-21, BO-22, BO-23, BO-25, BO-26 January 2015 400,000 11.90%* 400,000 - Total long-term RUB-denominated bonds 1,190,000 790,000 * For the coupon period valid as of 31 December 2015
All these bond series have maturity of six or ten years; coupon payments are made every six months for bonds maturing in ten years and every three months for bonds maturing in six years. The bonds offer an early purchase / buyback option exercisable upon demand of their holders at the time determined in the bond issue documents. In addition, the issuer may, at any time and at its own discretion, early purchase / buy back the bonds before maturity upon a specific decision of the company, and may further put these bonds in circulation.
Early purchase / buyback of the bonds does not mean their repayment.
On 24 July 2012, the Company issued and sold 40 promissory notes with a nominal value RUB 274 million each and a total amount of RUB 10,976 million, which have consecutive (quarterly) maturity dates over a ten-year period, and bear an interest rate of 9 % p. a. These promissory notes were partly paid in 2012 to 2015.
The repayment schedule of long-term promissory notes issued as of 31 December 2015 is as follows: (RUB, million)
2016 - 2017 - 2018 - 2019 549 2020 and after 3,018 Total long-term amount payable: 3,567 The repayment schedule of long-term loans and borrowings, and bonds issued as of 31 December 2015 is as follows: (RUB, million)
2016 369,093 2017 388,061 2018 386,142 2019 315,826 2020 and after 2,902,493 Total long-term amount payable: 4,361,615 Loans are partially secured by crude oil export contracts.
As of 31 December 2015, guarantees and sureties issued by the Company totaled RUB 69,074 million and included collateral provided in foreign currency in the amount of USD 1,165 million and EUR 86 million at the CBR exchange rate ruling at the transaction date. Items pledged as collateral were as follows:
Items pledged as collateral Share in the total collateral amount, % Revenue from sales of oil and oil products 23.38 Sureties 76.62 In 2013, Rosneft Oil Company’s 2012 agreements with Eni S. p. A, Statoil ASA and the ExxonMobil Oil Corporation took effect, which are part of the Company’s cooperation in the development of the Russian continental shelf. These agreements stipulate that the parties shall provide mutual guarantees that are unlimited, unconditional and indefinite, and that the partners shall pay commercial discovery bonuses to Rosneft Oil Company.
In the second quarter of 2013, Rosneft Oil Company provided an unconditional, unlimited and indefinite guarantee (surety) to the government of Norway and Norwegian government authorities which fully covers the contingent obligations of RN Nordic Oil AS that this company may incur as a result of its operations on the Norwegian continental shelf. Provision by the parent company of a guarantee to cover RN Nordic Oil’s obligations arising from environmental risks is an imperative requirement of Norwegian legislation and is a prerequisite for RN Nordic Oil AS to be granted a license for operating on the Norwegian continental shelf jointly with Statoil.
In the second quarter of 2014, Rosneft Oil Company’s 2013 agreements with the ExxonMobil Oil Corporation took effect as part of cooperation in the implementation of seven new projects on the Russian continental shelf. These agreements also stipulate that the parties shall provide mutual guarantees that are unlimited, unconditional and indefinite, and that the partner shall pay a commercial discovery bonus to Rosneft Oil Company.
The cooperation between Rosneft Oil Company and the ExxonMobil Oil Corporation to develop tight oil and gas reserves in Western Siberia is governed by an agreement stipulating that the parties shall provide mutual guarantees that are unlimited, unconditional and indefinite and the partner shall pay to Rosneft Oil Company a bonus for each barrel of oil extracted after the start of commercial production.
In the fourth quarter of 2015, the Agreement of parent guarantees between Rosneft Oil Company and Statoil ASA entered into force in order to ensure execution of liabilities by its associates within the guarantees provided by each of the project partners to its counterparty under the project contractual documentation.
Table 27 Information on other long-term liabilities (kRUB)
Other long-term liabilities, by type Balance at the beginning of the year Received (accrued) Repaid (reclassified to short-term debt) Balance at the end of the year Other long-term liabilities, including: 886,778,534 1,026,902,043 128,750,895 1,784,929,682 Long-term prepayment under crude oil and oil product supply contracts 886,778,534 1,026,902,043 128,750,895 1,784,929,682 In 2013 and 2014, the Company signed a number of long-term oil supply contracts that provide for receipt of a prepayment. The total minimum amount of future supplies under these contracts is around 400 million tons.
The contracts include the following main terms:
Prepayment shall not exceed 30 % of the cost of the total contracted amount of crude oil
The oil price shall be based on current market quotes
Prepayment is settled through physical depveries of crude oil
From 1 January 2015, scheduled oil supplies started under the long-term contracts that provide for prepayments. In 2015, offset of prepayments under these contracts amounted to RUB 89 billion (USD 2.86 billion at the rate as of the date of prepayments).
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17. Assets and liabilities denominated in foreign currency
Changes in foreign exchange rates, particularly in US dollar rates, have a significant effect on the Company’s financial and business performance.
Table 28 Information on changes in RUB / USD exchange rates
As of 31 December
Exchange rate
2015
72.88
2014
56.26
2013
32.73
2012
30.37
For financial reporting purposes, foreign exchange differences are all operations of translation of the value of assets and liabilities denominated in foreign currency to be recorded as other income or other expenses. In the reporting period, total (balanced) amount of all operations of translation of the value of assets and liabilities denominated in foreign currency amounted to RUB 38,487 million and recorded as other income of the Company.
Foreign exchange differences from the Company’s operations outside the Russian Federation taken to additional capital in the reporting period included: foreign exchange gains of RUB 15.7 million and foreign exchange losses of RUB 32.5 million.
Foreign exchange differences arising in the reporting period from operations involving assets and liabilities denominated in foreign currency, and from translation of such assets and liabilities as of the reporting date, were taken to the other income and expense account, except for liabilities designated as hedging instruments (refer to Note 13).
Currency conversion transactions are recorded in the income statement in other income and other expenses on a net basis; only foreign exchange gains or losses are recognized as income (expense).
Table 29 Income and expenses from dealing in foreign currency (kRUB)
Income and expenses For the 2015 reporting year For the 2014 reporting year Income 19,762,892 17,695,842 Expenses (150,138,051) (20,933,253) Total income and expense balance recorded in the income statement as other income / expense (130,375,159) (3,237,411) -
18. Tax payables
The Company’s tax liabilities are recorded in accounting using the periodicity convention.
The rates of the main taxes in 2015 were as follows:
- Income tax – 20 %
- Value added tax – 18 %
In 2015, the number of participants in the consolidated taxpayer group with Rosneft Oil Company as the responsible participant, which was established for the purposes of income tax calculation and payment, decreased year on year from 58 to 51 entities.
The mineral extraction tax to be included in the cost of products, goods, work and services sold amounted to RUB 450,435 million in 2015; RUB 423,746 million in 2014.
In 2015, the accrued export duty amounted to RUB 660,077 million; in 2014: RUB 1,321,783 million.
Settlements with the budget and non-budgetary funds are presented in the table below:
Table 30 Settlements with the budget and state non-budgetary funds (kRUB)
At 31 December 2015 At 31 December 2014 At 31 December 2013 Receivables from the budget and state non-budgetary funds – total 59,835,376 96,626,391 41,977,131 Value added tax (VAT) 45,647,489 54,462,735 33,120,119 Income tax 13,307,620 42,033,002 8,727,381 Other taxes and levies receivable 839,002 112,449 42,979 Receivables from state non-budgetary funds 41,265 18,205 86,652 Payables to the budget and state non-budgetary funds – total 34,931,985 63,957,612 39,881,520 Mineral extraction tax 25,947,941 29,100,332 35,993,842 Income tax - 31,896,657 1,586,914 Excise tax 6,233,998 - - Property tax 2,552,887 2,166,381 2,021,339 Other taxes and levies payable 195,645 792,963 278,354 Payables to state non-budgetary funds 1,514 1,279 1,071 Current taxes and levies receivable decreased by RUB 36,791 million from 31 December 2014 year on year mainly due to refunding from the budget of VAT overpayments on the consolidated group of taxpayers made in 2014, and due to decrease in the amount of VAT recoverable from the budget as of the end of the fourth quarter of 2015.
Taxes and levies payable decreased by RUB 29,026 million from 31 December 2014 primarily due to payment in 2015 of income tax accrued in December 2014 on dividends received from a foreign entity.
As of 31 December 2015, 2014 and 2013, the Company did not have overdue tax and levy liabilities.
According to provisions of Chapter 14, Tax Control, of the Russian Tax Code, desk-top and field audits of tax and levy payers and tax agents may cover three calendar years preceding the year in which a decision to hold the tax audit is taken. The Company’s management believes that the results of tax audits will not have a material impact on the Company’s financial position because tax liabilities are estimated in accordance with requirements of the tax legislation.
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19. Equity
Share capital
As of 31 December 2015, the Company’s share capital amounts to RUB 105,981,778.17 and is divided into 10,598,177,817 ordinary shares with a par value of RUB 0.01 each.
Reserve and additional capital
The Company’s equity also includes reserve and additional capital. The Company’s reserve capital represents reserve capital formed in accordance with constitutional documents and is equal to 5 % of the share capital. As of 31 December 2015, the reserve capital is fully formed and amounts to RUB 5.299 million.
As of 31 December 2015, the Company’s additional capital amounts to RUB 113,245 million (as of 31 December 2014, additional capital amounted to RUB 113,261 million).
Treasury shares
In 2015, the Company did not repurchase its shares.
Net assets
As of 31 December 2015, the Company’s net assets amount to RUB 1,434,431 million. The net assets increased by RUB 78,616 million or 6 % as compared to the prior balance sheet date (RUB 1,355,815 million). As of 31 December 2015, the Company’s net assets exceed its share capital by RUB 1,434,325 million.
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20. Income and expenses, retained earnings
Revenue from sales of goods, work and services is recognized as and when the goods are shipped, work is performed and services are rendered, and settlement documents are presented to customers (clients).
To ensure timely provision of primary documents to the accounting department, if necessary, the Company uses the accrual methodology in accordance with Accounting Statement 9 / 99, Revenues of an Organization, provided that the criteria for revenue recognition are met. In this case, revenue is recognized based on updates provided by Company’s business units.
The Company applies a method that involves calculating the incomplete cost of goods (direct costing), and therefore general and administrative expenses are fully debited to the «Sales» account, i. e. are fully recognized in the reporting period without allocating them to balances of work in progress and finished goods (except for general expenses directly related to acquisition, construction and production of assets, which are included in the cost of assets).
Selling expenses are allocated between sold goods and goods that were shipped but not sold, including finished goods at the warehouse.
The Company’s total advertising expenses (not broken down by type of good) are recognized in selling expenses.
The use of profit is recognized in accounting records and financial statements in the year following the reporting years pursuant to the decision of the shareholders’ meeting. A portion of the profit, which was not paid as dividends pursuant to the decision of the shareholders, is recognized in the financial statements in retained earnings. If this profit is used for capital investments, the total balance of the retained earnings is not decreased.
As of 31 December 2015, retained earnings of prior years amount to RUB 1,553,550 million. As of 31 December 2014, this amount was RUB 1,640,545 million. Changes in the profit of prior years resulted mainly from accrued dividends in the amount of RUB 87,011 million.
The following income and expenses affected the retained earnings for the reporting year:
Table 31 Company’s income and expenses (kRUB)
Indicator For the 2015 reporting year For the 2014 reporting year Revenue (net) from the sale of goods, work, services (net of value-added tax) 3,831,094,945 4,299,680,200 Including: Sales of principal goods / products 3,185,557,660 3,441,078,265 Trading and procurement 639,508,667 852,186,984 Intermediation 6,028,618 6,414,951 Cost of the goods, products, work and services sold (2,612,932,721) (2,451,243,380) Including: Principal activities (2,166,834,263) (1,947,017,090) Trading and procurement (446,098,458) (504,226,290) Oil and gas reserves exploration and estimation expenses (17,007,609) (15,103,523) Gross income 1,201,154,615 1,833,333,297 Selling expenses (1,018,103,482) (1,610,827,753) General and administrative expenses (66,251,075) (66,620,484) Profit (loss) from the sale of goods, work, and services 116,800,058 155,885,060 Profit (loss) from other income and expenses 56,484,728 350,488,131 Including: Interest receivable 140,152,094 64,866,869 Interest payable (327,398,599) (129,651,537) Including: Expenses on unwinding of the ARO asset discount (3,409,695) (2,838,142) Income from interests in other entities* 440,667,780 507,777,727 Gains from changes in the fair value of derivative financial instruments 111,422,887 1,727 Losses from changes in the fair value of derivative financial instruments (74,488,087) (127,866,895) Gains from the sale and other disposal of other property 21,434,684 56,551,513 Including: Gains from the sale of short-term securities 13,868,107 56,063,110 Losses from the sale and other disposal of other property (19,686,069) (60,442,852) Including: Cost of disposed short-term securities (13,931,424) (55,386,838) Other income 122,004,880 106,137,210 Including: Translation differences 38,487,421 32,919,984 Return of excise tax 7,312,732 41,386,079 Other expenses (357,624,842) (66,885,631) Including: Recognition of the deferred effect of hedging as other expenses (123,063,653) - * Dividends received from a non-resident of the Russian Federation are recognized in the line Income from interests in other entities in the 2014 income statement on a net basis net of the relevant income tax payable to the budget of the Russian Federation. The income tax amounted to kRUB 32,185,566.
Table 32 Allocation of the Company’s expenses recognized in the income statement by type (kRUB)
Indicator For the 2015 reporting year For the 2014 reporting year Material costs 3,048,645,113 3,520,824,697 Payroll 15,666,233 15,113,857 Social charges * 3,190,032 3,503,771 Depreciation and amortization 114,883,206 100,025,990 Oil and gas reserves exploration and estimation expenses 17,007,609 15,103,523 Other expenses**, including: MET 514,902,694 489,223,302 Total by type of expenses 3,714,294,887 4,143,795,140 Balances of work in progress, finished goods, etc. 83,147,591 92,850,069 Total expenses related to ordinary activities *** 3,714,294,887 4,143,795,140 * Insurance contributions to state non-budgetary funds are recorded in the statement of cash flows in Cash flows from operating activities as other payments
** translation of effect from revision of accounting estimates on the ARO assets is included in other costs
*** including general, administrative and selling expenses
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21. Deferred tax assets and liabilities, permanent tax assets and liabilities
Permanent and temporary differences between the accounting profit and the taxable profit for the reporting period are recognized in the accounting records. Temporary and permanent differences, which are calculated by comparing financial and tax accounting data on income and expenses, result in permanent tax liabilities and assets and deferred tax liabilities and assets.
Current income tax is determined in the accounting record through recognizing the following indicators:
- Contingent income (expense)
- Permanent tax asset
- Permanent tax liability
- Deferred tax asset
- Deferred tax liability
The Company prepares indicators representing the accounting for income tax settlements on a monthly basis.
The Company recognizes deferred income tax assets and deferred income tax liabilities on a gross basis as non-current assets and non-current liabilities, respectively.
Provision for doubtful debt recognized in the accounting records is a source of temporary difference.
The net amount of permanent tax assets (liabilities) is provided in the income statement for reference only.
A 20 % income tax rate is used to calculate deferred and permanent tax assets and liabilities.
Table 33 Deferred and permanent tax assets and liabilities (kRUB)
Description Balance at the beginning of the year Accrued for the reporting year Paid for the reporting year Balance at the end of the year Deferred tax asset 73,523,479 126,922,184 80,230,954 120,214,709 Deferred tax liability 58,997,819 15,983,619 5,288,038 69,693,400 Permanent tax asset х 171,812,044 х х Permanent tax liability х 52,277,838 х х In 2015, contingent income tax expense amounted to RUB 34,657 million, and in 2014 - to RUB 101,275 million.
Movement in deferred taxes for the reporting period recorded in line 2430, Change in deferred tax liabilities, and line 2450, Change in deferred tax assets, includes deferred taxes written off and / or accrued due to filing updated tax returns, deferred tax liabilities and assets written-off, which will never be reversed.
The deferred tax asset includes losses of the consolidated group of taxpayers, which are not used to reduce income tax in the reporting (tax) period but which will be recognized for taxation purposes in subsequent reporting (tax) periods. All deferred tax assets are expected to be utilized within 10 years from the date of origination.
In 2014, a number of amendments were made to the taxation of the income of controlled foreign companies and the income of foreign organizations, which became effective starting 1 January 2015. In accordance with the above amendments, the retained earnings of foreign subsidiaries recognized as controlled foreign companies, may form an additional tax base for Rosneft Oil Company (and certain Russian subsidiaries through which it participates in foreign companies). Therefore, in 2015, the retained earnings (subject to the applicable exceptions) of the controlled foreign companies, recognized as such as of 31 December 2016, shall be included in certain tax base of the Russian controlling entities for 2016. Potential future tax costs with regard to the profits of the controlled foreign companies are considered in determining deferred tax liabilities.
The permanent and temporary differences that led to the adjustment of the contingent income tax expense are presented in the table below.
Table 34 Permanent and temporary differences that led to the adjustment of the contingent income tax expense (kRUB)
Description Balance at the beginning of the year Accrued for the reporting year Paid for the reporting year Balance at the end of the year Deductible temporary differences 367,617,395 634,610,920 401,154,770 601,073,545 Taxable temporary differences 294,989,095 79,918,095 26,440,190 348,467,000 Positive permanent differences х 859,060,220 х х Negative permanent differences х 261,389,190 х x -
22. Dividends
Number of shares and their par value
According to constitutional documents, share capital represents the Company’s capital. The holders of ordinary shares are entitled to one vote per share at shareholders’ meetings.
The Company placed 10,598,177,817 ordinary shares with a par value of RUB 0.01 each for the total amount of RUB 105,981,778.17.
Amount of dividends
In 2015, the Company’s net income amounted to RUB 239,413 million, and net earnings per share amounted to RUB 22.59.
In the first half of 2016, the Board of Directors will provide recommendations on the amount of dividends on the Company’s shares for 2015.
Based on the Company’s result for 2014, the annual shareholders’ meeting that took place on 17 June 2015 (meeting minutes w / o number of 22 June 2015) decided that dividends should be paid on Rosneft Oil Company’s ordinary shares in the amount of RUB 87,011 million or RUB 8.21 per share. As of 31 December 2015, the Company paid dividends in the amount of RUB 86,931 million. Dividends were paid to all of Rosneft Oil Company’s registered shareholders except for (1) shareholders who did not promptly notify the issuer’s registrar of changes in relevant data, and (2) returns to the Company from nominal holders made in accordance with Article 42 of the Federal Law, On Joint-Stock Companies.
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23. Contingencies. Provisions
Contingent assets and contingent liabilities
- In 2006, Yukos Capital S. a. r. l. (hereinafter, «Yukos Capital») initiated proceedings in international arbitration courts against OJSC Yuganskneftegaz, OJSC Samaraneftegaz and OJSC Tomskneft VNK justifying its claims regarding non-fulfilled obligations under several RUB-denominated loans with the principal of RUB 11.2 billion (OJSC Yuganskneftegaz), RUB 4.34 billion (OJSC Tomskneft VNK), RUB 2.4 billion (OJSC Samaraneftegaz) and interest at the rate of 9 % p. a. for each loan. In 2006-2007, the international arbitration courts made decisions in favor of Yukos Capital. Thereafter, Yukos Capital filed several claims with different Russian and foreign courts in order to recognize and implement these international arbitration awards.
In 2007-2013, different Russian arbitration courts declared the above mentioned loan agreements void. Besides, the arbitration awards against OJSC Yuganskneftegaz were reversed by the competent court of the Russian Federation, and claims on recognition and enforcement of the arbitration awards in Russia made against OJSC Tomskneft VNK and OJSC Samaraneftegaz were dismissed.
The awards with regard to OJSC Yuganskneftegaz were enforced in the Netherlands (the court of first instance declined the enforcement) regardless of the fact that they were set aside by a competent court. Although Rosneft Oil Company does not agree with the decisions of the aforementioned courts of the Netherlands, on 11 August 2010 it complied with those decisions and arranged for the relevant payments to be made with respect to the claim against the Company. The consideration of these disputes continued in foreign jurisdictions as follows: Interest under the arbitration award against Rosneft Oil Company were challenged in England, enforcement of the international arbitration awards against OJSC Samaraneftegaz was challenged in the USA, and against OJSC Tomskneft VNK - in France, Ireland and Singapore.
Besides, Yukos International (UK) B. V. has initiated proceedings in the Netherlands against Rosneft Oil Company and other co-defendants unrelated to Rosneft Oil Company, claiming losses of up to USD 333 million (RUB 24 billion at the CBR exchange rate as of 30 November 2015), plus statutory interest from 7 February 2011 and costs. Under these proceedings, Yukos International (UK) B. V. claimed losses that were said to be incurred as a result of the 2008 order of the Amsterdam court to freeze its bank account. On 11 February 2015, the Amsterdam District Court stated that the order to freeze the bank account of Yukos International (UK) B. V. had not been properly issued, however, it dismissed the procedure for losses calculation used by the plaintiff and stated that these losses should be considered under separate proceedings, including the issue whether Yukos International (UK) B. V. was liable for the losses that were said to be incurred.
In March 2015, Rosneft Oil Company and a number of its subsidiaries, including OJSC Samaraneftegaz, OJSC Tomskneft VNK and OJSC ANKhK entered into Agreement on disputes settlement with Yukos Finance B. V., Yukos Capital, Stichting Administratiekantoor Yukos International, Stichting Administratiekantoor Financial Performance Holdings, Consolidated Nile, LP, General Nile, LLC, Yukos International (UK) B. V., Luxtona Limited, Financial Performance Holdings B. V., Yukos Hydrocarbons Investments Limited, CN & GN (PTC) Ltd. and individuals which control these companies. In accordance with the Agreement, the parties rejected all their claims to each other and closed all existing proceedings and other disputes, including the abovementioned disputes, and obliged not to pursue claims against each other in future in view of bankruptcy and liquidation of Yukos Oil Company. The Agreement does not provide for any cash or other payments on behalf of Rosneft Oil Company or its subsidiaries. On 31 March 2015, the parties finalized the transaction and signed all required documents to withdraw all current proceedings in the Netherlands, England, Russia, USA and other jurisdictions.
- In October-November 2014, former shareholders of OJSC RN Holding filed claims against Rosneft Oil Company for losses incurred as a result of an incorrect (in the plaintiffs’ view) valuation of shares under a compulsory buyout. According to the decision of the court of first instance, the claims were dismissed. The plaintiffs filed an appeal against the court’s decision.
- According to Order No. 694 / 14 dated 5 November 2014, the Federal Anti-Monopoly Service in Russia commenced proceedings against Rosneft Oil Company, OJSC Bashneft, and OJSC Lukoil based on Article 11.4 of Federal Law «On the Protection of Competition» due to identifying the signs of agreement at exchange auctions on the basis of Ufa refineries during the period from June to October 2014. The proceedings are currently suspended.
- Customs duties, which are recognized in selling expenses, are calculated in the course of preparing the financial statements based on the volume of goods sold, customs duty rate and USD exchange rate as of the date the final customs declaration is drafted. A portion of selling expenses is recognized based on temporary customs declarations.
The deviation in customs duties on the goods sold in the reporting year and accrued on temporary customs declarations from the customs duties accrued on the final customs declaration, if the latter is issued after the reporting date, is recognized in other income and expenses of the year following the reporting year. Thus, in 2015, adjustment of the customs duties related to export in 2014 in the amount of RUB 30 billion was recorded as other expenses.
- Effective 1 January 2012, the market price defining rules for tax control purposes were changed, and the lists of entities that could be recognized as interdependent entities and lists of controlled transactions were expanded. Due to the absence of law enforcement precedents based on the new rules, as well as the existence of contradictions in certain provisions of the new law, these rules cannot be considered clear and precise. To minimize the significant impact of risks related to transactions between interdependent entities on the Company’s financial statements, the Company developed pricing methods for all types of key controlled transactions between interdependent entities. Also, databases are analyzed annually to determine the arm’s length nature of prices (profit) in the controlled transactions.
Since the Company provided sufficient comments on the transactions performed in 2012-2013 between interdependent entities to the Federal Tax Service of the Russian Federation and territorial tax agencies, the Federal Tax Service of the Russian Federation did not exercise its right to check the accuracy of tax calculations and payments for transactions between the interdependent entities in 2012-2013, and the period allotted expired on 30 June 2014 and 31 December 2015, respectively. The Company believes that the risks relating to pricing under intragroup transactions in 2012-2013 will have no significant impact on its financial position and performance.
Provisions
A provision is an obligation of the Company with an indefinite amount and / or time of settlement. A provision may arise:
- From laws and other regulations, court rulings or agreements
- As a result of the Company’s activities which indicate, based on the existing practices or statements of the Company, that the Company undertakes certain obligations and, consequently, is reasonably expected to settle these obligations
- A provision is recognized when the following criteria are met:
- The Company has an obligation resulting from its past business operations that cannot be avoided. In case of doubt concerning such liability, the Company shall recognize an estimated liability if, based on the results of analysis of all circumstances and conditions, including expert opinions, it is more likely than not that a liability exists.
- It is likely that settling the provision will result in an outflow of the Company’s economic benefits (the likelihood is > 50 %).
- The amount of the provision can be reliably estimated.
Pursuant to Accounting Statement 8 / 2010, Provisions, Contingent Liabilities and Contingent Assets (effective from the date of issue of the financial statements in 2011), the Company has environmental provisions.
An environmental provision arises from the environmental impact resulting from the Company’s operations.
The amount of the environmental provision is determined based on the estimated expenditures (planned expenditures) of the Company that are expected to be incurred for settling the provision during restoration of the impacted lands and water bodies as of the reporting date. The estimation is performed based on the Company’s internal (management) reports that form the system of environmental information.
The information about the Company’s provisions is presented in the table below.
Table 35 Provisions (kRUB)
Description Provision Period Balance at the beginning of the period Arisen (accrued) for the reporting period Provision debited to expenses or accounts payable Provision written off as excessive or not meeting the recognition criteria Increase (+) /decrease (-) of a provision, when expenses/income (reversal of expenses) is recognized upon the recognition of provisions Balance at the end of the period PROVISIONS GENERATED FROM EXPENSES ON REGULAR ACTIVITIES - TOTAL, INCLUDING TYPES OF PROVISIONS: Total: 2015 22,299,088 15,328,317 12,619,680 374,819 (356,770) 24,276,136 2014 18,043,203 16,698,136 10,079,168 274 (2,362,809) 22,299,088 Provision for annual year-end bonuses Planned amount of annual year-end bonuses to employees, with insurance contributions at the effective interest rate 2015 12,990,646 10,290,915 10,056,590 - - 13,224,971 2014 9,038,246 11,617,589 7,665,189 - - 12,990,646 Provision for future vacation payments The Company's obligation for vacation payments based on the number of unused vacation days, with insurance contributions at the effective interest rate 2015 1,696,655 2,596,954 2,060,501 - - 2,233,108 2014 1,208,250 2,306,964 1,818,559 - - 1,696,655 Environmental provisions Formed on all environmental obligations. The estimation is made by place of occurrence. Recognized at present value 2015 7,578,588 1,402,346 478,040 - (356,770) 8,146,124 2014 7,796,707 2,739,640 594,950 - (2,362,809) 7,578,588 Provisions for legal claims Provisions are recognized separately for each legal claim 2015 33,199 1,038,102 24,549 374,819 - 671,933 2014 - 33,943 470 274 - 33,199 PROVISIONS FORMED FROM THE INCREASED COST OF ASSETS: Total: 2015 34,619,058 4,740,182 1,695,254 - 972,576 38,636,562 2014 35,019,538 2,654,103 2,271,534 - (783,049) 34,619,058 Provision for fixed asset liquidation Formed on all immovable oil and gas assets. The estimation is made by field. Recognized at present value. 2015 32,338,573 3,798,263 1,016,633 - 1,185,059 36,305,262 2014 34,822,844 1,337,929 615,653 - (3,206,547) 32,338,573 Environmental provisions Obligations to be included in the value of assets (08*) 2015 2,280,485 941,919 678,621 - (212,483) 2,331,300 2014 196,694 1,316,174 1,655,881 - 2,423,498 2,280,485 The provision for fixed asset liquidation presented in the column Arisen (accrued) for the reporting period in Table 35 includes the provision and expenses on discount amortization (interest) recognized as a result of nearing the settlement date of the provision. The increase in the provision for the reporting period (interest) as a result of nearing the provision’s settlement date should be recognized as expenses for the reporting period in the accounting records and financial statements. The effects from changes in the provision for liquidation in the rate and the discount period are presented in the column Increase (+) / decrease (-) of a provision, when expenses / income (reversal of expenses) is recognized upon recognition of provisions in Table 35.
The environmental provision presented in the column Increase (+) / decrease (-) of a provision, when expenses / income (reversal of expenses) is recognized upon recognition of provisions in Table 35 includes effects from the revised estimations of value and the extent to which an obligation is settled, effects of discount rate change, reclassification between obligations formed from expenses on regular activities and increased asset value.
- In 2006, Yukos Capital S. a. r. l. (hereinafter, «Yukos Capital») initiated proceedings in international arbitration courts against OJSC Yuganskneftegaz, OJSC Samaraneftegaz and OJSC Tomskneft VNK justifying its claims regarding non-fulfilled obligations under several RUB-denominated loans with the principal of RUB 11.2 billion (OJSC Yuganskneftegaz), RUB 4.34 billion (OJSC Tomskneft VNK), RUB 2.4 billion (OJSC Samaraneftegaz) and interest at the rate of 9 % p. a. for each loan. In 2006-2007, the international arbitration courts made decisions in favor of Yukos Capital. Thereafter, Yukos Capital filed several claims with different Russian and foreign courts in order to recognize and implement these international arbitration awards.
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24. Related party transactions
In the normal course of its business, Rosneft Oil Company enters into transactions with entities which are related parties in accordance with Russian law.
The list of related parties was developed based on the relationships between the entities, taking into account substance over form.
Rosneft Oil Company’s related parties also include entities that are not affiliates according to Russian law, but meet the definition of an affiliate in accordance with IFRS 24, Related Parties Disclosures.
The total amounts of transactions and balances with related parties are disclosed separately for the following groups of related parties that have different relationships with Rosneft Oil Company:
- Subsidiaries (entities consolidated by Rosneft Oil Company as subsidiaries)
- Associates (legal entities consolidated by Rosneft Oil Company using the equity method and proportionate consolidation method)
- Main owners (shareholders holding more than 20 % of the voting shares, or having significant impact based on other reasons) and state-controlled entities
- Joint venture participants (that are not a legal entity and proportionately consolidated)
- Other related parties
The Cash flows section of the Table is broken down in the event of significant cash flows (more than 15 % of any item of the cash flow statement).
Subsidiaries
This section discloses information concerning transactions with those subsidiaries in which Rosneft Oil Company holds, directly or through other entities, more than 50 % of the ordinary voting shares, or which are controlled by other means.
Table 36. Transactions with subsidiaries (kRUB)
Transactions For the 2015 reporting year For the 2014 reporting year SALES REVENUE AND OTHER INCOME Oil and gas sales 200,882,324 209,771,255 Petroleum products and petrochemicals sales 635,888,602 657,683,133 Income from leasing out property 126,476,780 110,638,224 Other income 17,818,958 56,747,609 981,066,664 1,034,840,221 COSTS AND EXPENSES Oil and gas purchases 1,021,590,647 1,079,308,033 Petroleum products and petrochemicals purchases 10,384,984 17,287,869 Logistics and transportation 158,912,627 147,463,906 Oil and gas production services 272,020,808 245,746,598 Cost of processing 190,969,372 179,315,321 Leases of assets 604,690 526,189 Insurance expenses 354 - Other expenses 50,282,101 57,088,244 1,704,765,583 1,726,736,160 OTHER TRANSACTIONS Purchase of fixed assets 185,161 82,489 Loans and borrowings issued 1,380,687,997 1,314,361,820 Repayment of loans and borrowings issued 838,285,229 45,317,776 Proceeds from short-term loans and borrowings 131,418 136,096 Repayment of short-term loans and borrowings 29,266,653 35,430,238 Proceeds from long-term loans and borrowings 1,261,006,008 877,334,836 Repayment of long-term loans and borrowings 1,147,848,680 276,347,700 Deposits placed 3,252,595,000 99,000,000 Deposits repaid 3,252,595,000 99,000,000 Interest receivable 99,235,065 34,756,678 Interest payable 55,928,850 26,080,894 Dividends received 438,578,900 506,838,686 CASH FLOWS Cash flows from operating activities Proceeds from Sale of products, goods, work and services 864,291,002 885,382,293 Lease payments, license payments, royalties, commissions and other similar payments 124,643,577 112,475,024 Other proceeds 205,255,587 362,636,233 Payments to / for Suppliers (contractors) for feedstock, materials, work and services (1,664,008,063) (1,643,801,110) Exploration costs (5,171,003) (8,537,014) Cash flows from investing activities Proceeds from Sale of non-current assets (other than financial investments) 389,084 6,416 Repayment of loans, receivables from other parties, etc. 838,637,313 45,445,580 Dividends, interest on debt financial instruments and similar proceeds from equity participation in other entities 378,187,919 491,073,062 Payments For the purchase, creation, upgrading, reconstruction and preparation for use of non-current assets (105,637,560) (163,075,688) For the purchase of shares (interests) in other entities (160,342,748) (29,178,991) Provision of loans to other parties (1,380,687,997) (1,314,361,820) Exploration assets (3,854,893) (6,678,790) Other payments - (40,243,108) Cash flows from financing activities Proceeds from Loans and borrowings received 1,261,137,426 877,470,932 Payments For the repayment of loans and borrowings, repayment (redemption) of promissory notes, etc. (1,179,859,353) (311,879,301) Table 37 Assets and liabilities under transactions with subsidiaries (kRUB)
Assets and liabilities Balance at 31 December 2015 Balance at 31 December 2014 ASSETS Cash and cash equivalents 21,641,373 79,298,306 Accounts receivable, including 1,681,332,549 1,370,897,950 - Long-term accounts receivable
1,103,249,438 971,004,107 - Advances issued for capital construction and equipment for installation
35,581,819 49,612,690 - Short-term advances paid
5,400,948 4,889,421 - Provision for doubtful debts as of the end of the reporting period
5,142,692 12,231,758 Short-term and long-term financial investments, 4,013,713,480 3,366,290,550 Including long-term 3,315,521,926 3,302,281,730 5,716,687,402 4,816,486,806 LIABILITIES Short-term accounts payable 1,137,037,561 910,301,800 Short-term and long-term loans and borrowings (including interest), 1,185,747,407 877,490,778 Including long-term 1,180,913,186 842,704,178 2,322,784,968 1,787,792,578 Associates
This section discloses information concerning transactions with those associates in which Rosneft Oil Company holds, directly or through other entities, more than 20 % but less than 50 % of the ordinary voting shares (or no control is provided for other reasons), and which Rosneft Oil Company holds significant influence over.
Table 38 Transactions with associates (kRUB)
Transactions For the 2015 reporting year For the 2014 reporting year SALES REVENUE AND OTHER INCOME Oil and gas sales 2,487,005 3,117,967 Petroleum products and petrochemicals sales 7,876,580 8,665,037 Income from leasing out property 26,550 83,625 Other income 358,627 3,700,836 10,748,762 15,567,465 COSTS AND EXPENSES Oil and gas purchases 202,254,505 83,405,119 Logistics and transportation 18,603,100 9,583,886 Leases of assets 214,095 208,926 Cost of processing 13,135,606 11,929,979 Other expenses 404,213 96,082 234,611,519 105,223,992 OTHER TRANSACTIONS Purchase of fixed assets - 5,355 Loans and borrowings issued 3,414,432 167,771,170 Repayment of loans and borrowings issued 7,219 33,000 Proceeds from short-term loans and borrowings - 1,050 Repayment of short-term loans and borrowings - 970 Proceeds from long-term loans and borrowings 23,263,732 32,141,934 Repayment of long-term loans and borrowings 7,033,640 139,942 Interest receivable 13,039,916 3,574,793 Interest payable 4,404,392 1,503,097 Dividends received 292,029 937,758 CASH FLOWS Cash flows from operating activities Payments Exploration costs (3,892,204) - Cash flows from investing activities Payments Exploration assets (15,926,188) - Table 39 Assets and liabilities under transactions with associates (kRUB)
Assets and liabilities Balance
at 31 December 2015Balance
at 31 December 2014ASSETS Accounts receivable, including 20,158,824 16,590,722 - Long-term accounts receivable
12,979,917 5,858,067 - Advances paid for capital construction and equipment for installation
- 4,954 - Short-term advances paid
1,524,593 915,954 - Provision for doubtful debts as of the end of the reporting period
774,368 774,368 Short-term and long-term financial investments, 351,981,945 280,656,489 Including long-term 350,737,262 279,267,446 372,140,769 297,247,211 LIABILITIES Short-term accounts payable 26,248,307 27,015,754 Short-term and long-term loans and borrowings (including interest), 112,818,022 71,650,159 Including long-term 112,818,022 71,650,159 139,066,329 98,665,913 Information on compensation paid to key management personnel
For the purpose of these consolidated financial statements key management personnel include members of the Management Board of Rosneft Oil Company OJSC and members of the Board of Directors.
Short-term gross benefits of the Management Board members, taking into account personnel rotation, including payroll and bonuses, totaled RUB 2,884 million and RUB 2,779 million in 2015 and 2014, respectively (social security fund contributions, which are not Management Board members’ income, totaled RUB 376 million and RUB 260 million, respectively, with the increase due to a change in the social security contributions calculation rules). Short-term benefits do not include a onetime bonus paid in 2015 for the achievements in implementing major projects in 2014 (the discovery of Kara oil and gas province, the commencement of commercial production at Berkut, the world’s largest drilling platform, in the Sea of Okhotsk, the development of major projects in the Asia-Pacific region), following state awards by the President of the Russian Federation, and a part of 2014 compensation paid in 2015. Short-term gross benefits for 2015 were previously disclosed in accordance with the Russian securities law on information disclosure. There were no post-employment, severance or share-based benefits paid, There was no wages indexation in 2015.
Principal owners and state-controlled entities
This section discloses the information about transactions with legal entities that hold more than 10 % of the total number of votes, which relate to voting shares, and state-controlled entities.
Table 40 Information on transactions with state-controlled entities (kRUB)
Transactions For the 2015 reporting year For the 2014 reporting year SALES REVENUE AND OTHER INCOME Oil and gas sales 144,151,555 111,755,883 Oil products and petrochemicals sales 89,766,571 48,837,520 Gains on transactions involving term transaction financial instruments 7,761,178 6,207,945 Other income 11,644,937 5,201,592 253,324,241 172,002,940 COSTS AND EXPENSES Oil and gas purchases 21,555,093 9,466,228 Oil products purchases 2,681,139 1,411,912 Logistics and transportation 284,810,749 253,039,234 Customs duties 685,624,590 1,323,957,248 Leases of assets 796,523 665,593 Losses from transactions involving term transaction financial instruments 4,029,740 2,310,998 Electricity costs 27,626 27,250 Other expenses 12,926,570 2,133,140 1,012,452,030 1,593,011,603 OTHER TRANSACTIONS Loans and borrowings issued 6,710,000 - Proceeds from short-term loans and borrowings 291,904,714 181,674,136 Repayment of short-term loans and borrowings 286,305,373 207,288,024 Proceeds from long-term loans and borrowings 24,957,640 12,500,000 Repayment of long-term loans and borrowings 29,824,680 - Deposits placed 4,343,852,418 2,136,219,495 Deposits repaid 4,174,771,948 2,030,863,474 Interest payable 15,223,365 8,275,307 Interest receivable 6,344,055 2,206,789 Dividends received 967 - CASH FLOWS Cash flows from operating activities Payments to Suppliers (contractors) for feedstock, materials, work and services (1,222,422,419) (2,047,852,503) Cash flows from investing activities Proceeds from sale of debt securities (receivables from other parties) 338,198,380 97,356,994 Other proceeds 7,761,178 6,207,945 Payments Purchase of debt securities (receivables from other parties), provision of loans to other parties (437,282,600) (213,314,170) Cash flows from financing activities Proceeds from loans and borrowings received 316,862,354 194,174,136 Payments related to dividends and other distributions of income among shareholders (participants) (60,473,353) (94,650,741) Repayment of loans and borrowings (316,130,053) (207,288,024) Table 41 Assets and liabilities under transactions with principal owners and state-controlled entities (kRUB)
Assets and liabilities Balance at 31 December 2015 Balance at 31 December 2014 ASSETS Cash and cash equivalents 315,700,322 23,728,826 Accounts receivable, including 51,596,175 57,383,943 - Long-term accounts receivable
89,680 - - Advances issued for capital construction and equipment for installation
1,847,659 96,048 - Short-term advances issued
23,879,051 41,207,680 - Provision for doubtful debts as of the end of the reporting period
305,504 305,994 Short-term and long-term financial investments, 470,531,170 281,920,215 Including long-term 88,831,130 628,215 837,827,667 363,032,984 LIABILITIES Short-term accounts payable 10,682,917 4,821,622 Short-term and long-term loans and borrowings (including interest) 112,725,000 112,633,767 Including long-term 12,500,000 12,500,000 123,407,917 117,455,389 Joint venture participants
There are no transactions with companies involved in joint activities with Rosneft Oil Company for the period of 2014-2015.
Other related parties
Other related parties include a non-state pension fund operating in the interests of the Company’s employees.
Table 42 Information on transactions with other related parties (kRUB)
Transactions For the 2015 reporting year For the 2014 reporting year SALES REVENUE AND OTHER INCOME Other income 324 324 324 324 COSTS AND EXPENSES Expenses under non-state pension agreements 364,905 363,146 364,905 363,146 Table 43 Assets and liabilities under transactions with other related parties (kRUB)
Assets and liabilities Balance at 31 December 2015 Balance at 31 December 2014 LIABILITIES Short-term accounts payable - 9,615 - 9,615 In the reporting period, Rosneft Oil Company mainly used the monetary form of settlements with related parties.
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25. Segment information
The Company, its subsidiaries and associates (hereinafter, the «Rosneft Oil Company Group») operate as a vertically integrated business. The Rosneft Oil Company Group is principally engaged in the exploration, development, production and sales of oil and gas, as well as the production, transportation and sales of petroleum products in the Russian Federation and abroad. Management information, which is regularly analyzed by those persons with the power to make decisions on resource allocation in the Company and further performance evaluation, is prepared for the business purposes of Rosneft Oil Company Group as a whole. Given the fact that the business of the Company as a legal entity is an integral part of the Group management, management decision-making and resource allocation is performed by the duly authorized persons at the level of Rosneft Oil Company Group; certain management reports reflecting financial performance, the amount of assets and liabilities by segment, which refer only to the Company’s operations and are not related to the Group in general, are not prepared for business lines. Therefore, segment information is fully disclosed in the consolidated financial statements of the Rosneft Oil Company Group.
Information on revenue broken down by segment is presented in the explanatory notes below, as this data is provided to the Company’s authorized representatives on a regular basis. Segment information was prepared taking into account the economic, foreign currency, credit and price risks the Company may be exposed to.
Table 42 Information on sales revenue by segment (kRUB)
Name of the segment Net revenue for the reporting year Total External market Domestic market Oil 1,640,982,382 1,397,898,253 243,084,129 Gas 125,057,877 - 125,057,877 Oil products and petrochemicals 1,930,207,084 1,109,885,022 820,322,062 Other sales 134,847,602 - 134,847,602 Total: 3,831,094,945 2,507,783,275 1,323,311,670 Other sales include the sales of materials, fixed assets, proceeds from the lease of fixed assets, etc.
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26. Other aspects of the Company’s business
Environmental matters
The activities of oil and gas companies are always subject to environmental risks. The Company’s management believes that its activities comply with legislative requirements regarding environmental protection, and, therefore, the Company has no risk of significant liabilities in this area, except for those already disclosed and recorded in these financial statements.
Insurance
The Company continues to insure its property, motor vehicles, cargoes, shipments, construction works and the liability of its officials.
Energy resources
Information on the total costs related to energy resources used in 2015 is given below ¹.
Table 45 Information on resources used (kRUB)
No. Energy resource Amount 1 Electric energy 28,182 2 Heat energy 3,726 Operating environment in the Russian Federation
In 2015, a significant drop in crude oil prices and a significant devaluation of the Russian ruble, as well as sanctions imposed on Russia by several countries in 2014 continued to have an adverse effect on the Russian economy. The ruble interest rates remained high as a result of raising the key interest rate by the Central Bank of Russia in December 2014 with an incremental decrease in 2015. The combination of the above factors led to a higher cost of capital, increased inflation and uncertainty regarding further economic growth, which could negatively affect the Company’s future financial position, results of operations and business prospects. Management believes it is taking appropriate measures to support the sustainability of the Company’s business in the current circumstances.
9. Other non-current assets
Other non-current assets include assets which are assumed to produce economic benefits over a period exceeding 12 months. This line includes deferred expenses, fixed assets and tangible exploration assets retirement obligations (discounted) (hereinafter – the ARO asset), and other assets.
Other non-current assets are valued based on actual costs, except for ARO assets that are subject to accounting estimates.
Deferred expenses are included in other non-current assets when their write-off period exceeds 12 months after the reporting date.
Deferred expenses relating to several periods are written off using the straight-line method.
Non-current assets include fixed assets and tangible exploration assets retirement obligations (discounted).
The amount of the ARO assets (with regard to sites or facilities which, when abandoned, require disposal of materials and / or remediation of a land plot) is determined based on the estimated costs at the reporting date, which the Company is expected to incur when dismantling fixed assets and remediating natural resources on occupied land plots.
The ARO asset is depreciated using the unit of production method. The rate is applied to the book value at the beginning of the reporting month and reserves in denominator are adjusted to the production volume from the beginning of the year to the beginning of the reporting month.
The ARO asset related to tangible exploration retirement at the fields where it is not confirmed that the production is commercially viable is not depreciated.
Table 15. Information on other non-current assets (kRUB)
Other non-current assets by type | At 31 December 2015 | At 31 December 2014 | At 31 December 2013 |
---|---|---|---|
Deferred expenses with the write-off period exceeding 12 months - total | 4,234,168 | 3,016,936 | 2,921,159 |
including: | |||
Software | 3,627,501 | 2,594,189 | 1,599,324 |
Rights to use Olympic symbols | 211,374 | 422,747 | 1,321,835 |
Catalyzes | 395,293 | - | - |
ARO asset | 30,329,710 | 35,163,938 | 42,056,317 |
Additional borrowing costs (long-term) | 115,163 | 140,113 | - |
Total | 34,679,041 | 38,320,987 | 44,977,476 |
14. Cash
Cash includes the Company’s amounts with banks and credit institutions, in operational and other cash offices, as well as deposits with the maturity period not exceeding 91 days.
For the purposes of the statement of cash flows, cash flows are classified based on the criteria specified in clauses 9 - 11 of Accounting Statement 23 / 2011.
Cash flows that cannot be reliably classified are recognized as cash flows from operating activities.
Foreign currency cash flows are translated into Russian rubles at the official rate of the foreign currency to Russian ruble set by the Central Bank of the Russian Federation at the date of payment or receipt. The average exchange rate is not applied to translate cash flows. There is no cash unavailable for use by the Company.
Table 23. Information on the Company’s cash flows (kRUB)
Cash | At 31 December 2015 | At 31 December 2014 | At 31 December 2013 |
---|---|---|---|
Cash | 331,889,690 | 127,975,011 | 169,904,499 |
including restricted cash | - | - | - |
Deposits with the maturity period not exceeding 91 days | 70,500,000 | - | 30,000,000 |
1. The requirement of Article 22 of Federal Law No. 261-FZ «On Saving Energy and Increasing Energy Efficiency, and on Amendments to Certain Legislative Acts of the Russian Federation» dated 23 November 2009. In accordance with Article 2 of Federal Law No. 261-FZ, an energy resource is an energy carrier that is used or can be used for both economic and other activities, as well as a type of energy (atomic, heat, electrical, electromagnetic or other type).
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