UTair Aviation Joint-Stock Company Consolidated Financial Statements for the year ended 31 December 2012 UTair Aviation Joint-Stock Company Contents Statement of Management‘s Responsibilities 3 Independent Auditors‘ Report 4 Consolidated Statement of Financial Position 6 Consolidated Statement of Comprehensive Income 8 Consolidated Statement of Changes in Equity 10 Consolidated Statement of Cash Flows 14 Notes to the Consolidated Financial Statements 16 Ernst & Young LLC ООО «Эрнст энд Янг» Sadovnicheskaya Nab., 77, bld. 1 Россия, 115035, Москва Moscow, 115035, Russia Садовническая наб., 77, стр. 1 Tel: +7 (495) 705 9700 Тел: +7 (495) 705 9700 +7 (495) 755 9700 +7 (495) 755 9700 Fax: +7 (495) 755 9701 Факс: +7 (495) 755 9701 www.ey.com/russia ОКПО: 59002827 Independent auditor’s report To the Shareholders and Board of Directors of UTair Aviation Joint-Stock Company We have audited the accompanying consolidated financial statements of UTair Aviation Joint- Stock Company (the Company) and its subsidiaries, which comprise the consolidated statement of financial position as at 31 December 2012, and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year 2012, and a summary of significant accounting policies and other explanatory information. Audited entity’s responsibility for the consolidated financial statements Management of the audited entity is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing audit procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The audit procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the preparation and fair presentation of the consolidated 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management of the audited entity, as well as evaluating the overall presentation of the consolidated financial statements. A member firm of Ernst & Young Global Limited We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. Basis for qualified opinion As described in Note 28, the Company recognized revenue from consulting services in “other revenue” in its consolidated statement of comprehensive income for the year ended 31 December 2012. We were unable to obtain sufficient appropriate audit evidence about the amount of this revenue to be recognized in the consolidated statement of comprehensive income for the year ended 31 December 2012. Consequently, we were unable to determine whether any adjustment to “other revenue” was necessary. Qualified opinion In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the consolidated financial statements present fairly, in all material respects, the financial position of UTair Aviation Joint-Stock Company and its subsidiaries as at 31 December 2012, and their financial performance and cash flows for the year 2012 in accordance with International Financial Reporting Standards. 2 August 2013 UTair Aviation Joint-Stock Company Consolidated Statement of Financial Position as at 31 December 2012 31 December 31 December 31 December 31 December 2012 2011 2012 2011 Note ’000 RUB ’000 RUB ’000 USD ’000 USD ASSETS Non-current assets Property, plant and equipment 7 49,591,049 47,380,859 1,632,751 1,471,633 Advances for property, plant and equipment 831,652 591,369 27,382 18,369 Goodwill 8 576,381 583,524 18,977 18,124 Other intangible assets 8 329,775 355,446 10,858 11,040 Investments in equity accounted investees 9 31,007 55,201 1,021 1,715 Other investments 10 221,296 73,211 7,286 2,274 Loans issued 11 3,326,638 92,734 109,527 2,880 Net investment in finance leases 12 506,680 327,829 16,682 10,182 Other advances issued 13 1,560,618 1,371,563 51,382 42,600 Deferred tax assets 15 88,386 48,503 2,910 1,506 Total non-current assets 57,063,482 50,880,239 1,878,776 1,580,323 Current assets Inventories 16 3,270,363 2,555,689 107,674 79,379 Trade and other receivables 14 20,888,721 16,549,664 687,747 514,027 Other advances issued 13 3,508,348 1,548,587 115,510 48,099 Income tax receivable 241,892 90,691 7,964 2,816 Net investment in finance leases 12 404,953 131,933 13,333 4,098 Loans issued 11 1,269,815 735,591 41,808 22,847 Other investments 10 87,370 2,769 2,877 86 Security deposits 17 8,685,531 1,202,702 285,965 37,356 Cash and cash equivalents 18 1,189,105 718,227 39,150 22,308 Derivatives 22 91,271 - 3,005 - Total current assets 39,637,369 23,535,853 1,305,033 731,016 Assets classified as held for sale 19 136,812 156,256 4,504 4,853 Total assets 96,837,663 74,572,348 3,188,313 2,316,192 6 The consolidated statement of financial position is to be read in conjunction with the notes to, and forming part of, the consolidated financial statements set out on pages 16 to 96. UTair Aviation Joint-Stock Company Consolidated Statement of Financial Position as at 31 December 2012 31 December 31 December 31 December 31 December 2012 2011 2012 2011 Note ’000 RUB ’000 RUB ’000 USD ’000 USD EQUITY AND LIABILITIES Equity Share capital 20 577,208 577,208 20,871 20,871 Treasury shares 20 (576,468) (80,933) (19,609) (3,672) Foreign currency translation reserve 93,129 132,133 1,829 2,272 Revaluation reserve 20,689,432 22,043,306 681,185 684,658 Investment revaluation reserve 10 68,772 - 2,264 - Retained earnings (954,554) (2,278,791) (31,428) (70,732) Total equity attributable to equity holders of the Company 19,897,519 20,392,923 655,112 633,397 Non-controlling interest 2,083,944 587,045 68,612 18,234 Total equity 21,981,463 20,979,968 723,724 651,631 Non-current liabilities Loans and borrowings 21 18,105,831 25,362,200 596,122 787,741 Derivatives 22 1,373 16,583 45 515 Trade and other payables 23 616,253 710,486 20,290 22,067 Deferred income 24 403,430 496,644 13,283 15,426 Employee benefits 25 246,810 165,859 8,126 5,152 Deferred tax liabilities 15 5,851,436 5,649,645 192,654 175,476 Total non-current liabilities 25,225,133 32,401,417 830,520 1,006,377 Current liabilities Loans and borrowings 21 31,220,828 8,222,527 1,027,924 255,389 Derivatives 22 35,450 44,485 1,167 1,382 Put option liability 6 - 285,355 - 8,863 Trade and other payables 23 12,918,617 9,183,271 425,338 285,229 Deferred income 24 252,767 281,152 8,322 8,732 Income tax payable 11,179 63,138 368 1,961 Other taxes payable 26 699,521 1,397,468 23,031 43,405 Advances received 27 4,472,811 1,700,197 147,264 52,808 Employee benefits 25 19,894 13,370 655 415 Total current liabilities 49,631,067 21,190,963 1,634,069 658,184 Total liabilities 74,856,200 53,592,380 2,464,589 1,664,561 Total equity and liabilities 96,837,663 74,572,348 3,188,313 2,316,192 7 The consolidated statement of financial position is to be read in conjunction with the notes to, and forming part of, the consolidated financial statements set out on pages 16 to 96. UTair Aviation Joint-Stock Company Consolidated Statement of Comprehensive Income for the year ended 31 December 2012 2012 2011 2012 2011 Note ’000 RUB ’000 RUB ’000 USD ’000 USD Passenger traffic and helicopter services revenue 28 67,977,253 52,447,982 2,186,256 1,784,710 Other revenue 28 11,308,988 2,889,731 363,715 98,332 79,286,241 55,337,713 2,549,971 1,883,042 Operating expenses Direct operating expenses 29 (47,826,821) (36,216,011) (1,538,186) (1,232,365) Personnel expenses 30 (14,057,921) (11,153,708) (452,125) (379,540) Depreciation and amortisation (5,417,925) (3,340,016) (174,249) (113,655) Repair expenses (3,936,737) (2,882,793) (126,611) (98,098) Commissions (2,482,606) (1,845,069) (79,845) (62,784) Gain on sale of assets classified as held for sale 214,881 220,664 6,911 7,509 Sales-leaseback transaction 474,231 6,953,793 15,252 236,625 Other income 32 670,348 800,918 21,559 27,254 Other expenses 32 (3,727,989) (3,586,236) (119,898) (122,033) (76,090,539) (51,048,458) (2,447,192) (1,737,087) Results from operating activities 3,195,702 4,289,255 102,779 145,955 Net foreign exchange gain 390,775 (396,867) 12,568 (13,504) Impairment of doubtful debts 13, 14 (27,509) 17,227 (885) 586 Share of loss of equity accounted investees (net of income tax) 9 (154,505) (137,243) (4,969) (4,670) Gain from acquisition of a subsidiary 6 1,262,566