% % 15JSC «UAC»’s share of the global military aircraft 20civil aircraft share in JSC «UAC»’s market during the last 3 years revenue in 2012 SPECIAL AIRCRAFT 3 MILITARY AIRCRAFT % p.a. 18compound annual growth rate 171 of JSC “UAC”’s revenue during the last 5 years RUB bln JSC “UAC”’s revenue in 2012 6 >600 years aircraft capacity utilization for the current backlog of JSC “UAC” 2 71 18 Corporation’s backlog ANNUAL REPORT Joint Stock Company «United Aircraft Corporation» (hereinafter JSC «UAC», or the Corporation) CIVIL was established according to the presidential decree No. 140 of February 20, 2006 through AIRCRAFT the contribution of the state-owned shares of almost all Russian aircraft plants and design bureaus, as well as contributions from private shareholders. TRANSPORT AIRCRAFT The Corporation comprises all the known brands of Russian aircraft industry (Sukhoi, MiG, Ilyushin,Tupolev, Yak, Myasishchev and Beriev). The priorities of JSC «UAC» are design, development, construction, sales, operation maintenance, warranty, service, modernization, overhaul and utilization of civil and military aircraft equipment. Russian Federation through the Federal Agency for State Property Management owns 84.33% of JSC «UAC» stock and Vnesheconombank owns 9.11% of stock. The state will remain the major shareholder of JSC «UAC» for a considerable time in the future: according to the state privatization program, privatization of JSC «UAC» will be realized no later than in 2024. At the same time Russian Federation will retain its stake of 50% plus one share of the Corporation’s stock after 2024. DELIVERIES OF AIRCRAFT TO STRUCTURE OF JSC “UAC” INVESTMENTS AND RETURN ON DISCLAIMER CUSTOMERS, UNITS AIRCRAFT DELIVERIES BY INVESTMENTS This Annual Report of JSC “UAC” (hereinafter the “Annual SEGMENTS IN 2012 Report”) is not an offer or invitation to make an offer (advertisement) in relation to purchase of, or subscription to securities of JSC “UAC” (hereinafter – Corporation). 2011 2012 Neither the Annual Report, nor any of its part, nor the fact of its presentation or distribution serves as a basis for - - - - - entering into any contract or taking an investment 53 95 74 102 94 - - - - - - - - - - - - - - - decision, so the Annual Report should not be relied on in - - - - - 18,43618,43611,18611,18612,41812,41815,13315,13327,55627,556 this respect. JSC “UAC” does not bear responsibility for 53 95 74 102 94 3 2 4 2 4 3 3 4 2 the consequences of use of the opinions contained herein - - - - - - - - 7- - 0 3 1 3 2 0.9 or in statement, or incompleteness of the information. 2 - 4 - 2 - 4 - 3 - 18 0.9 - - - - - -1.3-1.3 Forward-looking statements 06 3 5 1 6 3 7 218 - - - - - - - - - - Сash Сash flows flows utilized utilized This Annual Report includes statements that are, or may 45 83 65 88 71 -6.2 -6.2 -7.3 6 5 6 7 18 Special aircraft -9.5-7.3 by investing by investing activities, activities, mln mln RUB RUB be deemed to be, “forward-looking statements”. These - - - - - Units Units -9.5 45 83 65 88 71 Transport aircraft forward-looking statements can be identified by the fact Special aircraft that they do not only relate to historical or current events. Civil aircraft ROIC (return on invested capital) Transport aircraft ROIC (return on invested capital) Forward-looking statements often use words such Military aircraft Civil aircraft 71 as “intend”, “anticipate”, “target”, “expect”, “estimate”, 88 Military aircraft “expected”, “plan”, “goal”, “believe”, or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, a number of which are beyond Corporate’s control. As a result, actual future results may 2008 2009 2010 201 1Military aircraft2012 differ materially from the plans, goals and expectations set 20082008 20092009 20102010 20112011 20122012 out in these forward-looking statements. Any forward- 2008 2009 2010 2011 Civil aircraft2012 - - - - - looking statements made by or on behalf of JSC “UAC” (1,217) (10,252) (1,637) 14,987 4,483 Transport aircraft speak only as at the date of this announcement. Save as required by any applicable laws or regulations, JSC “UAC” Special aircraft 9.3 undertakes no obligation publicly to release the results of any revisions to any forward-looking statements in -1.4 -1.2 this document that may occur due to any change in its -10.4 2.6 expectations or to reflect events or circumstances after REVENUE, MLN RUB REVENUE STRUCTURE BY SEGMENTS EBITDA MARGIN the date of this document. IN 2012 Information obtained from third parties Besides the official information on the activity of JSC “UAC”, 2011 2012 this Annual Report contains information obtained from third parties. This information has been received from sources which, in the opinion of JSC “UAC”, are reliable. - - - - - Nevertheless, we do not guarantee accuracy of this - - - - - 2008 2009 2010 2011 2012 87,465 98,572 140,682 161,653 171,019 (1,217) (10,252) (1,637) 14,987 4,483 information which can be shortened or incomplete. 2 6 Using management accounting and reporting 9 20 9.3 The information contained in this Annual Report is based Military aircraft also on the Corporation’s management accounting and -1.4 Civil aircraft -1.2 reporting, so it may deviate from the rules and principles -10.4 2.6 that apply under IFRS. The Corporation believes that % % Other business segments these management accounting and reporting indicators EBITDA, mln RUB may provide investors with additional information about the current business of the Corporation. The indicators EBITDA margin, % 85 78 of management accounting and reporting should not be 2011 2012 considered without or as replacement of relevant norms and principles of IFRS. In addition, other companies in the industry may keep a record of these indicators in other 2008 2009 2010 2011 2012 ways. The Corporation encourages investors to review all 2008 2009 2010 2011 2012 financial statements of JSC «UAC» in their entirety and not 6 2 to rely on any single financial figure in this Annual Report. 9 20 Military aircraft Civil aircraft Other business segments % % EBITDA, mln RUB EBITDA margin, % 85 78 SOurce: JSC “UAC” TABLE OF CONTENTS LETTERS TO SHAREHOLDERS, OPERATING RESULTS FOR 2012 FINANCIAL RESULTS COMPANY PROFILE AND BUSINESS MODEL FOR 2012 LETTER FROM THE CHAIRMAN BUSINESS MODEL: STAGES OVERVIEW OF CONSOLIDATED OF THE BOARD OF AIRCRAFT DESIGNING 21 FINANCIAL RESULTS 35 OF DIRECTORS 2 AFTER-SALE MAINTENANCE REVENUE 36 SUPPORT FOR SSJ 100 23 LETTER FROM COST OF SALES 38 THE PRESIDENT, CHAIRMAN OVERVIEW OF OF THE EXECUTIVE BOARD 4 OPERATING RESULTS 24 PROFIT AND PROFIT MARGIN 40 OVERVIEW 6 BETTER INTERACTION INVESTMENTS IN 2012 42 MAP OF KEY ASSETS OF WITH SUPPLIERS 29 JSC “UAC” 8 INTERNATIONAL TARGET BUSINESS STRUCTURE OF OPERATIONS 29 JSC “UAC” 9 PRODUCT PORTFOLIO 10 OPERATIONS ON DEBT AND EQUITY THE AIRCRAFT MARKET: CURRENT DEVELOPMENT CAPITAL MARKETS CONDITIONS AND OUTLOOK STRATEGY DEBT POLICY 45 POSITION IN THE INDUSTRY 53 BASIC STRATEGIC PRINCIPLES 59 STRUCTURE OF SHARE OVERVIEW OF KEY MARKETS 54 PRIORITY PROJECTS 61 CAPITAL, SHARE ISSUES 47 INVESTMENTS 62 COMMENTS ON THE TECHNICAL INTERRUPTION OF CORPORATION’S SHARES TRADING 48 INVESTOR RELATIONS AND GOVERNMENT RELATIONS 49 CORPORATE SUSTAINABLE DEVELOPMENT GOVERNANCE CORPORATE GOVERNANCE 67 CORPORATE MANAGEMENT AND CONTROL BODIES STRUCTURE 68 SOCIAL RESPONSIBILITY 93 GENERAL MEETING OF SHAREHOLDERS 69 HR POLICY 94 BOARD OF DIRECTORS 69 CONSOLIDATEDе HR INDICATORS PRESIDENT AND EXECUTIVE BOARD 80 FOR 2008-2012 95 REMUNERATION TO MEMBERS OF HEALTH AND SAFETY 101 BOARD OF DIRECTORS AND EXECUTIVE BOARD FOR 2012 83 AUDIT AND CONTROL 83 RISK MANAGEMENT 85 SHAREHOLDINGS OF JSC “UAC” IN MAIN SUBSIDIARIES AND ASSOCIATES 88 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012 107 letterS TO l etter from Letter from the Chairman the President, Chairman ShareholDERS of the Board of Directors of the Executive Board Page 2 Page 4 LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS Dear ShareholDerS anD InveStorS, The results of JSC “UAC” for 2012 confirm ability of Il-76MD-90A aircraft signed last year represents a major step of the Corporation to carry out the strategic tasks set towards the revival of transport aircraft production in Russia. by the Board of Directors for the period up to 2025. These tasks are as follows: Also JSC “UAC” continued to make investments in the development and mass production of innovative products, as • to make JSC “UAC” the third largest player in the global well as taking steps to reduce its weighted-average cost of capital, aircraft market; to achieve a break-even point and positive free cash flow. • to increase the share of revenue from sales of civil aircraft segment to at least 40% of Corporation’s total proceeds; The Corporation is committed to continue work for increasing • to achieve net profit margin of at least 10% and to increase volumes of military equipment production, both for supply productivity by 7.3 times by the year 2025. to the Russian Ministry of Defense and for export, although according to Corporation’s plans production of civil and The Corporation have achieved 100% fulfillment of the Russian transport aircraft should grow at an even faster rate. state defense order for 2012 and doubled deliveries to the Russian Ministry of Defense compared to 2011. JSC “UAC” has set itself the strategic goal of returning Russian aircraft industry to the position it occupied in the 1970s and At the same time Corporation’s deliveries of civil aircraft grew 1980s as a global leader in the civil and transport aircraft by 2.5 times in comparison with 2011. As a result 17 units market. At the same time Corporation should remain a top of SSJ 100 were in commercial operation around the world global supplier of military aircraft.