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CONTENT 2011 RAS FINANCIAL STATEMENTS 3 2011 MANAGEMENT DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITIONS 29 AUDIT COMMISSION CONCLUSIONS ON THE VERACITY OF INFORMATION 38 IN THE ANNUAL REPORT OF FEDERAL GRID COMPANY FOR 2011 CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE 39 WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS FOR THE YEAR ENDED 31 DECEMBER 2011 2011 ANNUAL FINANCIAL REPORT 85 2011 INTERESTED PARTY AND MAJOR TRANSACTIONS 95 DETAILS ON FEDERAL GRID COMPANY'S PARTICIPATION IN SUBSIDIARIES, DEPENDENT AND OTHER COMPANIES 99 2012 INVESTOR CALENDAR 110 2011 RAS FINANCIAL STATEMENTS AUDITOR’S REPORT ON FINANCIAL STATEMENTS 2011 To the Shareholders of Open Joint Stock Company “Federal Auditor’s Report Grid Company of Unified Energy System”: To the Shareholders of Open Joint Stock Company “Federal Client Grid Company of Unified Energy System”: Open Joint Stock Company “Federal Grid Company of Unified We have audited the attached financial statements of Open Joint Energy System”. Stock Company “Federal Grid Company of Unified Energy Sys- tem” (hereinafter – the Company) which comprise the balance State registration certificate and certificate of inclusion in the sheet as of 31 December 2011, and the profit and loss state- register #00/03124 issued by Leningrad region Registration ment, statement of changes in equity and statement of cash Bureau on 25 June 2002. flows for the year ended 31 December 2011 and other supple- ments to the balance sheet and profit and loss statement and Certificate of inclusion in the Unified State Register of Legal Enti- explanatory notes (hereinafter all the reports together are ties regarding the legal entity registered before 1 July 2002 No. referred to as the “financial statements”). 1024701893336 issued by the Inspectorate of the Russian Min- istry of Taxes and Levies for the Tosno district of Leningrad The Company’s responsibility for the financial state- region on 20 August 2002. ments 117630, Moscow, Akademika Chelomeya str., 5a. The Company’s management is responsible for the preparation and fair presentation of these financial statements in accor- Auditor dance with the reporting rules established in the Russian Fe- deration and for such internal control as management deter- ZAO PricewaterhouseCoopers Audit (ZAO PwC Audit) located mines is necessary to enable the preparation of financial at: 125047, Russian Federation, Moscow, Butyrsky Val, 10. statements that are free from material misstatement, whether due to fraud or error. State registration certificate No. 008.890, issued by Moscow Registration Bureau on 28 February 1992. The auditor’s responsibility Certificate of inclusion in the Unified State Register of Legal Enti- Our responsibility is to express an opinion as to whether the ties regarding the legal entity registered before 1 July 2002 No. financial statements are fairly presented based on our audit. We 1027700148431 issued by Inter-regional Inspectorate of the conducted our audit in accordance with the Federal Auditing Russian Ministry of Taxes and Levies No. 39 for the Moscow Standards and International Standards on Auditing. Those Stan- City on 22 August 2002. dards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about Member of non-profit partnership “Audit Chamber of Russia” whether the financial statements are free from material (NP ACR) being a self-regulating organisation of auditors – reg- misstatement. istration number 870 in the register of NP ACR members. An audit involves performing procedures to obtain audit evi- Major registration record number (ORNZ) in the register of audi- dence about the amounts and disclosures in the financial state- tors and audit organisations – 10201003683. ments. The procedures selected depend on the auditor’s judg- ment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor consid- ers internal control relevant to the preparation and fair presenta- tion of the financial statements in order to design audit proce- dures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the ZAO PricewaterhouseCoopers Audit White Square Office Center 10 Butyrsky Val Moscow, Russia, 125047 T: +7 (495) 967-6000, F:+7 (495) 967-6001, www.pwc.ru TRANSLATOR'S EXPLANATORY NOTE: This version of our report is a translation from the original, which was prepared in Russian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This English translation does not contain the English 4 translation of the explanatory notes, which are part of the official Russian version of the accompanying financial statements appropriateness of accounting policies used and the reason- Opinion ableness of accounting estimates made by management of the Company, as well as evaluating the presentation of the financial In our opinion, the financial statements present fairly, in all mate - statements. rial respects, the financial position of the Company as of 31 December 2011 and the results of its operations and its cash We believe that the audit evidence we have obtained is sufficient flows for the year then ended in accordance with the reporting to provide a basis for our audit opinion on the financial rules established in the Russian Federation. statements. Director of ZAO PricewaterhouseCoopers Audit V. Y. Sokolov 19 March 2012 TRANSLATOR'S EXPLANATORY NOTE: This version of our report is a translation from the original, which was prepared in Russian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This English translation does not contain the English translation of the explanatory notes, which are part of the official Russian version of the accompanying financial statements 5 Annex to Order of the Ministry of Finance BALANCE SHEET dated 02.07.2010 #66n (as revised in the Order of the Ministry of Finance dated AS OF 31 DECEMBER 2011 05.10.2011№124n) CODES Form №1 under OKUD 0710001 Date (year, month, day) 2011.12.31 Company Federal Frid Company of Unified Energy System Open Joint-Stock Company under OKPO 56947007 Tax ID number TIN 4716016979 Activities Electric power transmission under OKVED 40.10.2 Type of business entity/form of ownership open joint-stock company / mixed Russian property with a federal share under OKOPF/OKFS 47/ 41 Unit of measurement RUR thousand under OKEI 384 Location (address) 5A, Ak. Chelomeya Street, Moscow, 117630 Approval date Mailing (acceptance) date) NOTES ASSETS LINE CODE AS OF AS OF AS OF 31 DECEMBER 2011 31 DECEMBER 2010 31 DECEMBER 2009 1 2 3 4 5 I. NONCURRENT ASSETS Р.1 Notes* Intangible assets 1110 805,353 917,625 1,396,257 Р.1 Notes* Research and development results 1120 187,016 255,247 73,805 Р.2 Notes* Fixed assets, including: 1130 446,893,366 276,063,461 242,994,947 land and natural resources 1131 908,541 827,221 156,495 buildings, machinery, equipment and constructions 1132 441,700,146 272,828,986 241,019,891 other fixed assets 1133 4,284,679 2,407,254 1,818,561 Investments in tangible assets 1140 - - - Р.3 Notes* Financial investments 1150 82,047,395 104,137,547 66,970,387 Deferred tax assets 1160 - - - Р.2 Notes* Other noncurrent assets, including: 1170 389,567,997 385,777,910 276,989,484 equipment under installation 1171 25,728,284 17,905,969 18,484,815 imvestments in noncurrent assets 1172 279,473,415 271,431,950 192,803,574 Р.5.1 Notes* advances for fixed assets 1173 83,665,006 95,800,659 64,359,812 other noncurrent assets 1174 701,292 639,332 1,341,283 Section I TOTAL 1100 919,501,127 767,151,790 588,424,880 II. CURRENT ASSETS Р.4 Notes* Inventories, including: 1210 9,103,234 4,437,478 2,292,148 raw materials and other inventories 1211 9,073,248 4,407,467 2,262,155 finished goods and goods for resale 1212 29,986 30,011 29,993 Value-added tax on goods purchased 1220 2,941,805 2,295,467 2,070,794 Р.5 Notes* Accounts receivable, including: 1230 61,727,036 70,543,204 73,303,898 Accounts receivable (payments are expected later than 12 months 1231 8,102,357 8,696,249 20,492,819 and after the reporting date), including: buyers and customers 1232 2,658 68,106 185,910 prepayments 1233 - - 36 other debtors 1234 8,099,699 8,628,143 20,306,873 Accounts receivable (payments are expected within 12 months 1235 53,624,679 61,846,955 52,811,079 after the reporting date), including: buyers and customers 1236 10,860,149 8,669,641 8,949,413 outstanding contributions to the charter capital 1237 - - - from members (founders) prepayments 1238 2,769,193 1,836,195 2,676,525 other debtors 1239 39,995,337 51,341,119 41,185,141 Р.3 Notes* Financial investments (excluding cash equivalents) 1240 26,556,873 46,244,024 69,127,725 Cash and cash equivalents 1250 17,247,710 11,243,302 11,312,141 Other current assets 1260 415,320 194,748 135,366 Section II TOTAL 1200 117,991,978 134,958,223 158,242,072 BALANCE 1600 1,037,493,105 902,110,013 746,666,952 6 LIABILITIES LINE CODE AS OF AS OF AS OF 31 DECEMBER 2011 31 DECEMBER 2010 31 DECEMBER 2009 1 2 3 4 5 III.