Q U A R T E R L Y R E P O R T Issuer's code 00119-A rd for: the 3 quarter of 2004 Open Joint-Stock Company North-West Telecom Place of issuer’s business: 14/26 ul. Gorokhovaya (26 ul. Bolshaya Morskaya) St. Petersburg, 191186, Russia The information contained in this Quarterly Report may be disclosed in compliance with the legislation of the Russian Federation on securities. General Manager _________________ V.A. Akulich (signature) «___» November 2004 Chief accountant _________________ M.M. Semchenko (signature) «___» November 2004 Official seal Contact person: Vladislav Yuryevich Smyslov Shareholders and Securities Department Manager Tel: (812) 119-9231 Fax: (812) 325-83-23 e-mail: [email protected] Address of the Internet page disclosing the information contained in this quarterly report: http://www.nwtelecom.ru/pubsas/test--C7740C3BCBAA11D5AE4B0050045260BB/index.html 1 CONTENTS INTRODUCTION 6 I. Brief Data on Members of the Issuer’s Management Bodies, Data on Bank Accounts, on the Auditor, Appraiser and Financial Consultant of the Issuer, as well as on Other Persons who have Signed the Quarterly Report 10 1.1. Members of the Issuer’s Management Bodies 10 1.1.1. Members of the Issuer’s Board of Directors: 10 1.1.2. Members of the Issuer’s collegiate executive body: 10 1.1.3. Person holding the position of (acting as) the Issuer’s sole executive body: 11 1.2. Data on Bank Accounts of the Issuer 11 1.3. Data on Issuer's Auditor (Auditors) 19 1.4. Data on the Issuer's Appraiser 20 1.5. Data on the Issuer’s Consultants 21 1.6. Data on Other Parties Who Have Signed the Quarterly Report 21 II. Key Information on the Financial and Economic Position of the Issuer 22 2.1. Indices of Issuer’s Financial and Economic Operation 22 2.2. Issuer’s Market Capitalization 22 2.3. Issuer's Liabilities 24 2.3.1. Accounts Payable 24 2.3.2. Issuer’s Crediting History 25 2.3.3. Issuer’s Liabilities of Security Granted to Third Parties 25 2.3.4. Other Liabilities of the Issuer 26 2.4. Goals of the Issue and Areas of Using the Funds Received as a Result of Floating the Issued Securities 26 2.5. Risks Related to Acquisition of Floated Issued Securities (to be Floated) 27 2.5.1. Industry Risks: 27 2.5.2. Country Risks and Regional Risks 28 2.5.3. Financial Risks 28 2.5.4. Legal Risks 30 2.5.5. Risks Related to Operation of the Issuer 31 III. Detailed Information on the Issuer 31 3.1. The History of the Issuer’s Foundation and Development 31 3.1.1. Data on the Issuer’s Official Name (Name) 31 3.1.2. Data on the State Registration of the Issuer 32 3.1.3. Data on Issuer’s Foundation and Development 32 3.1.4. Contact Information 35 3.1.5. Taxpayer Identification Number 35 3.1.6. Issuer's Branches and Representative Offices 35 3.2. Basic Business Activities of the Issuer 36 3.2.1. Branch to Which the Issuer Belongs 36 3.2.2. Basic Business Activities of the Issuer 36 Long-distance and international telephone connections, thousand min. 37 Local telephone communication services (city telephone communication, rural telephone communication), subscriber fee system. 37 3.2.3. Basic Types of Products (Jobs, Services) 37 3.2.4. Names of the Issuer’s Suppliers, on Whom 10% and More of All Inventory Holdings Supplies Fall, With the Indication of Their Shares in the Total Volume of Supplies 39 3.2.5. Issuer's Products (Jobs, Services) Sales Markets 39 3.2.6. Practice of Activities in Respect of Circulating Capital and Inventories 39 3.2.7. Raw Materials 40 2 3.2.8. Key Competitors 40 3.2.9. Data on the Fact that the Issuer Holds Licenses 43 3.2.10. Issuer’s Joint Activity 48 3.2.13. Extra Requirements for Issuers Whose Key Activities Consist in Provision of Communication Services 49 3.4. Plans of Issuer's Future Operation 62 3.5. Participation of the Issuer in Industrial, Banking and Financial Groups, Holdings, Concerns and Associations 63 3.6. Issuer's Subsidiaries and Affiliates 64 3.7. Composition, Structure and Value of Issuer’s Fixed Assets, Information on Plans for Acquisition, Replacement and Retirement of Fixed Assets, and on all Facts of Issuer’s Fixed Assets Burdening 68 3.7.1. Fixed Assets 68 3.7.2. Value of Issuer’s Real Estate 70 IV. Data on Financial and Economic Operation of the Issuer 70 4.1. Results of the Financial and Economic Operation of the Issuer 70 4.1.1. Profit and Loss 70 4.1.2. Factors That Have Influenced the Change of the Amount of Receipts from Issuer’s Sales of Goods, Products, Jobs, Services and Profits (Losses) of the Issuer from the Principal Activity 71 4.2. Issuer’s Liquidity 71 4.3. Amount, Structure and Sufficiency of Issuer’s Capital and Circulating Funds 72 4.3.1. Amount and Structure of Issuer’s Capital and Circulating Funds 72 4.3.2. Issuer’s Capital and Circulating Assets Adequacy 73 4.3.3. Monetary Funds 74 4.3.4. Issuer’s Financial Investment 75 4.3.5. Issuer’s intangible Assets 76 4.4. Data on the Policy and Expenses of the Issuer in the Field of Scientific and Technical Development, in Respect of Licenses and Patents, New Designs and Research 77 4.5. Analysis of the Development Trends in the Field of the Issuer’s Principal Activity 78 V. Detailed Data on the Parties Who are Members of the Issuer’s Management Bodies, Issuer’s Bodies for Control over its Financial and Economic Operation, and Brief Data on the Workers (Employees) of the Issuer 79 5.1. The Data on Issuer’s Structure and Terms of Reference of the Management Body 79 5.2. Information on Members of the Issuer’s Management Bodies 85 5.3. Data on the Amount of Remuneration, Privileges and/or Reimbursement of Expenses for Each of the Issuer’s Management Bodies: 108 5.4. Data on the Structure and Terms of Reference of the Bodies of Control over Financial and Economic Operation of the Issuer 109 5.5. Information on Members of the Bodies for Control over the Financial and Economic Activities of the Issuer 110 5.6. Data on the Amount of Remuneration, Privileges and/or Reimbursement of Expenses for the Body of Control over the Financial and Economic Activities of the Issuer (Auditing Committee) for the year 2003: 121 5.7. Data on the Number of and Generalized Data on the Education and Composition of the Issuer’s Workers (Employees) and on Any Changes in the Number of the Issuer’s Workers (Employees) 121 5.8. Data on Any Obligations of the Issuer to Workers (Employees) Concerning the Possibility of their Participation in the Authorized Capital (Unit Investment Fund) of the Issuer 122 VI. Data on the Issuer’s Participants (Shareholders) and on Party-Related Transactions Made by the Issuer 122 6.1. Data on the Issuer’s Total Number of Shareholders (Participants) 122 3 6.2. Data on the Issuer’s Participants (Shareholders) Holding at Least 5 Per Cent of its Authorized Capital (Unit Investment Fund) or at Least 5 Per Cent of its Common Stock, as Well as Data on Participants (Shareholders) of Such Parties, Holding at Least 20 Per Cent of the Authorized Capital (Unit Investment Fund) or at Least 20 Per Cent of Their Common Stock 122 6.3. Data on the Share of the State or the Municipal Unit in the Authorized Capital (Unit Investment Fund) of the Issuer and on Availability of a Special Right (“Golden Share”) 123 6.4. Data on Restrictions for Participation in the Authorized Capital (Unit Investment Fund) of the Issuer 124 6.5. Data on Changes in the Composition and Size of Participation of the Issuer’s Participants (Shareholders) Holding at Least 5 Per Cent of its Authorized Capital (Unit Investment Fund) or at Least 5 per cent of its Common Stock 124 6.6. Data on Related-Party Transactions Made by the Issuer 129 6.7. Data on the Amount of Accounts Receivable 129 VII. Issuer’s Accounts and Reports and Other Financial Information 130 7.1. Issuer’s Annual Accounts and Reports 130 7.2. Issuer’s Quarterly Accounts and Reports for the Last Completed Quarter under Report 130 7.3. Issuer’s Summary Accounts for the Three Last Completed Fiscal Years or for Each Completed Fiscal Year 134 7.4. Data on the Total Amount of Exports and on the Share of Exports in the Total Volumes of Sales 135 7.5. Data on Any Essential Changes that Have Taken Place in the Composition of Issuer’s Property after the Date of Expiry of the Last Completed Fiscal Year 135 7.6. Data on Issuer’s Participation in Any Court Proceedings, if Such Participation May Materially Affect Financial or Economic Operation of the Issuer 135 VIII. Extra Data on the Issuer and the Issued Securities Floated by the Issuer 135 8.1. Extra Data on the Issuer 135 8.1.1. Data on the Amount and Structure of the Authorized Capital (Unit Fund) of the Issuer 135 8.1.2. Data on Changes in the Amount of the Authorized Capital (Unit Fund) of the Issuer 136 8.1.3. Data on Formation and Use of the Reserve and other Funds of the Issuer 136 8.1.4.